SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2004
Health Fitness Corporation
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-25064 41-1580506
(Commission File Number) (IRS Employer
Identification No.)
3600 American Boulevard W., Suite 560
Minneapolis, Minnesota 55431
(Address of Principal Executive Offices and Zip Code)
(952) 831-6830
(Registrant's telephone number, including area code)
Not Applicable
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2004, Health Fitness Corporation ("HFC") repaid its
$2,000,000 Secured Senior Subordinated Note ("Note") that was established
December 8, 2003, and was held by Bayview Capital Partners LP. The repayment was
announced in a press release dated December 29, 2004 and is attached hereto as
Exhibit 99.1 and is incorporated in this Current Report as if fully set forth
herein. The Note was repaid using funds from HFC's $6,250,000 Revolving Credit
Facility with Wells Fargo Bank, N.A. established on August 22, 2003.
The Note had an interest rate of 12% per year and was scheduled to
mature on December 8, 2008. In connection with the Note repayment, HFC also paid
a prepayment penalty of $80,000, which represents 4% of the face value of the
Note. In addition, HFC incurred a one-time, non-cash charge to interest expense
of $394,669, representing the unamortized difference between the face value of
the Note and its assigned relative fair value, as well as unamortized financing
costs related to the Note.
Cary Musech, a director of the Company, is the Chief Executive Officer
of Bayview Capital Management LLC, which is the general partner of Bayview
Capital Partners LP.
ITEM 9.01 FINANCIAL STATEMENTS AND SCHEDULES
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits:
Exhibit 99.1 Press release dated December 29, 2004.
SIGNATURES
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.
HEALTH FITNESS CORPORATION
By /s/ Wesley Winnekins
-------------------------------
Date: December 30, 2004 Wesley Winnekins
Chief Financial Officer
EXHIBIT INDEX
Health Fitness Corporation
Form 8-K Current Report
Exhibit Number Description
99.1 Press release dated December 29, 2004.