Filed Pursuant to Rule 424(b)(3)
Registration No. 333-131045
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated April 19, 2007)
HEALTH FITNESS CORPORATION
6,681,000 Shares of Common Stock
This Prospectus Supplement No. 5 should be read in conjunction with the Prospectus dated April
19, 2007 (as previously supplemented by the prospectus supplements dated May 15, 2007, May 21,
2007, May 22, 2007 and June 5, 2007, collectively, the Prospectus) relating to the offer and sale
from time to time by the selling shareholders identified in the Prospectus of up to 6,681,000
shares of the common stock of Health Fitness Corporation. We will not receive any of the proceeds
from the sale of the common stock covered by the Prospectus.
On August 13, 2007, we filed with the U.S. Securities and Exchange Commission the attached
Form 8-K with respect to the appointment of Senator David F. Durenberger as a director.
The information contained herein, including the information attached hereto, supplements and
supersedes, in part, the information contained in the Prospectus. This Prospectus Supplement No. 5
should be read in conjunction with the Prospectus, and is qualified by reference to the Prospectus
except to the extent that the information in this Prospectus Supplement No. 5 supersedes the
information contained in the Prospectus.
Investing in our common stock is speculative and involves risk. You should read the section
entitled Risk Factors beginning on page 10 of our annual report on Form 10-K for the fiscal year
ended December 31, 2006, which is incorporated by reference in the Prospectus, for a discussion of
certain risk factors you should consider before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus
Supplement No. 5. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 5 is August 13, 2007.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2007
Health Fitness Corporation
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
3600 American Boulevard W., Suite 560
Minneapolis, Minnesota 55431
(Address of Principal Executive Offices and Zip Code)
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
||o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
||o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
||o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
||o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 13, 2007, Health Fitness Corporation (the Company) announced that former U.S. Senator
David F. Durenberger was appointed to its board of directors, effective on August 9, 2007. At this
time, the board of directors has not determined board committee memberships for Senator
Senator Durenberger was not appointed to the Companys board of directors pursuant to any
arrangement or understanding between them and any other person. Senator Durenberger has not been a
party to, nor has he had a direct or indirect material interest in, any transaction with the
Company during our current or preceding fiscal year, nor is there any currently proposed
transaction. In connection with his service as a director, Senator Durenberger will participate in
the Companys Board of Directors Compensation Plan. Accordingly, Senator Durenberger has received
a fully vested grant of 20,000 shares of the Companys Common Stock. Senator Durenberger also
received a fully vested, non-qualified stock option grant of 15,000 shares under our Amended and
Restated 2005 Stock Option Plan, with an exercise price equal to $2.90 per share, the fair market
value of the Companys Common Stock on the grant date. The option has a term of six years, subject
to earlier termination following Senator Durenbergers cessation of board service.
Item 8.01 Other Events.
On August 13, 2007, the Company issued a press release announcing the appointment of Senator
Durenberger to its board of directors. The full text of the press release is set forth in Exhibit
99.1 attached hereto and is incorporated in this Report as if fully set forth herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Shell Company Transactions. None.
Exhibit 99.1 Press release dated August 13, 2007.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 13, 2007
||HEALTH FITNESS CORPORATION
||By /s/ Wesley W. Winnekins
||Wesley W. Winnekins
||Chief Financial Officer
Health Fitness Corporation
Form 8-K Current Report
||Press release dated August 13, 2007.
FOR IMMEDIATE RELEASE
CONTACT: Karla Hurter, 703-319-0957 Health2 Resources
Sen. Dave Durenberger joins Health Fitness
Corporations Board of Directors
MINNEAPOLIS, MN Aug. 13, 2007 Health Fitness Corporation (HFC) (OTC BB: HFIT) today
announced that former U.S. Senator Dave Durenberger, a nationally-recognized health policy thought
leader, has been elected to its board of directors.
Active in Minnesota public life for more than 40 years, Durenbergers experience in the U.S. Senate
included 17 years on the influential Senate Finance Committee. He was the ranking member of the
Health Subcommittee for a decade, serving six years as chairman.
Durenberger served three terms in the Senate, sponsoring numerous bills that focused on public
health and safety. Among them were bills to ensure safe drinking water and clean air, the
Americans with Disabilities Act, Continuity of Employment Health Insurance (COBRA), Maternal and
Child Health amendments, measures to support Medicare, Medicaid and rural health policy, and acts
to streamline and enhance health insurance coverage.
Health Fitness Corporation warmly welcomes Dave Durenbergers substantial health policy expertise
to our board, said Mark W. Sheffert, chairman of HFCs board. Sen. Durenberger is highly
recognized and respected nationwide for his extensive knowledge of both business and health care.
His insight and guidance will certainly be additive to the direction and governance of the
Durenberger has made health policy a focus since his retirement from the Senate in 1995. He
is founder and chair of the National Institute of Health Policy, a not-for-profit forum for health
care leaders throughout the Upper Midwest to collaborate on complex health care issues and to
foster health care transformation. He is also senior health policy fellow at the University of St.
Thomas College of Business in Minneapolis. In that role he serves on the faculty of the College of
Business, teaching in medical group management programs, physician leadership and other graduate
and executive education programs. Durenberger also teaches health policy at the Universitys
College of Law, contributes regularly to College of Business publications, and consults on
curriculum design efforts for health policy courses. His bi-weekly Commentary on health policy
and politics is a much-read predictor of health policy for more than 10,000 national leaders.
Durenberger is president of Policy Insight, LLC, a business consulting firm for health policy
interests both in the United States and globally.
Durenberger continues to influence the future of health policy through his commission and board
positions. He serves as commissioner, Medicare Payment Advisory Commission; commissioner, National
Commission for Quality Long-term Care; special advisor to the Steering Committee, American Medical
Group Association; advisory member, Council of Accountable Physician Practices; commissioner,
Kaiser Commission on the Future of Medicaid and the Uninsured; commissioner, Americans for
Generational Equity; board member, Center for the Study of Politics and Governance; co-chair,
Minnesotans Military Appreciation Fund; member, MBA Public Policy Advisory Board, University of
St. Thomas; board member, VocalEssence and ServeMinnesota; board member, National Committee on
Quality Assurance; and board member, The Mercanti Group.
He was also appointed by Gov. Tim Pawlenty to chair the Minnesota Citizens Forum on Healthcare
Costs, to explore health care cost drivers, citizen values, and to recommend health care reform in
Minnesota, with input from more than 1,000 Minnesota citizens.
He is the recipient of numerous awards for leadership, among them the Leadership, Vision and
Commitment Award from the Minnesota Governors Council on Developmental Disabilities; the Minnesota
Medical Associations Sova Award; the Lifetime Achievement Award in Health Care Quality
Improvement, James Q. Cannon Memorial Endowment; George Mason University School of Public Policy
Founders Award; and Lifetime Leadership Award, Voices for National Service. He is also an Honorary
Fellow of the American Institute for Medical and Biological Engineering.
About Health Fitness Corporation
Health Fitness Corporation (HFC) is a leading provider of employee health improvement services to
Fortune 500 companies, the health care industry and individual consumers. Serving clients for more
than 30 years, HFC partners with employers to effectively manage their health care and productivity
costs by improving individual health and well-being. HFC serves more than 300 clients globally via
on-site management and remotely via Web and telephonic services. HFC provides a complete portfolio
of health and fitness management solutions including a proprietary health risk assessment platform,
screenings, EMPOWERED Health Coaching and delivery of health improvement programs. HFC employs
more than 3,000 health and fitness professionals in national and international locations who are
committed to the companys mission of improving the health and well-being of the people we serve.
For more information on HFC, visit www.hfit.com.