-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LIqCBrNxCi/jFVLdYj7hBw3tn1TZuWfgfembcfI+JE8pbc9n+RFusvjYxajQN/Ht W+JoSEhZl+hC8U7k886sWg== /in/edgar/work/20000913/0000914190-00-000272/0000914190-00-000272.txt : 20000922 0000914190-00-000272.hdr.sgml : 20000922 ACCESSION NUMBER: 0000914190-00-000272 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000913 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH FITNESS CORP /MN/ CENTRAL INDEX KEY: 0000886432 STANDARD INDUSTRIAL CLASSIFICATION: [8090 ] IRS NUMBER: 411580506 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46567 FILM NUMBER: 722110 BUSINESS ADDRESS: STREET 1: 3500 W 80TH ST STREET 2: STE 130 CITY: BLOOMINGTON STATE: MN ZIP: 55431 BUSINESS PHONE: 6128316830 MAIL ADDRESS: STREET 2: 3500 WEST 80TH STREET CITY: BLOOMINGTON STATE: MN ZIP: 55431 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH FITNESS PHYSICAL THERAPY INC DATE OF NAME CHANGE: 19940916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIDWELL CHARLES E CENTRAL INDEX KEY: 0001092830 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 835 WINDJAMMER LANE CITY: MOUND STATE: MN ZIP: 55364 BUSINESS PHONE: 6124724563 MAIL ADDRESS: STREET 1: 835 WINDJAMMER LANE CITY: MOUND STATE: MN ZIP: 55364 SC 13D/A 1 0001.txt HEALTH FITNESS 13D AMDT. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Health Fitness Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 42217V 10 2 ---------------------------------------------------- (CUSIP Number) Charles E. Bidwell 3535 Kilkenny Lane Hamel, MN 55340 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 1, 2000 ----------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages SCHEDULE 13D CUSIP No. 42217V 10 2 Page 2 of 4 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Charles E. Bidwell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 1,107,973 (includes SHARES 167,500 shares which may be purchased BENEFICIALLY upon exercise of currently exercisable OWNED BY options and warrants) EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,107,973 (includes 167,500 shares which may be purchased upon exercise of currently exercisable options and warrants) 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,107,973 (includes 167,500 shares which may be purchased upon exercise of currently exercisable options and warrants) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Item 1. Security and Issuer. Common Stock, $.01 par value, of Health Fitness Corporation. Item 2. Identity and Background. No Change. Item 3. Source and Amount of Funds or Other Consideration. On September 1, 2000, Mr. Bidwell foreclosed on a loan previously contracted by him in the principal amount of $505,253.41 plus accrued interest, and acquired shares of the Issuer's Common Stock which were pledged to secure such loan. Mr. Bidwell used personal funds for the making of such loan. Item 4. Purpose of Transaction. Mr. Bidwell's purpose in acquiring the shares was to foreclose upon the collateral securing a loan previously contracted, thereby minimizing Mr. Bidwell's loss on such loan. While Mr. Bidwell holds such shares for investment, he will continue to evaluate any and all possible actions he might lawfully take with respect to such shares, including but not limited to continuing to hold such shares or selling all or a portion of such shares in privately negotiated and/or open market transactions. Item 5. Interest in Securities of the Issuer. (a) Mr. Bidwell beneficially owns 1,107,973 shares of the Issuer's Common Stock, representing 9.0% of the shares of Common Stock which would be outstanding assuming exercise of all exercisable options and warrants held by him. Of such shares, 940,473 are held direct and 167,500 are obtainable upon exercise of presently exercisable options and warrants. (b) Mr. Bidwell has sole voting and dispositive power over all of such securities. (c) On September 1, 2000, Mr. Bidwell acquired 525,000 shares of Common Stock of the Issuer which had been pledged to secure a loan previously made by him. See Item 3. On July 21, 2000, the Issuer repaid a Secured Subordinated Convertible Debenture issued to Mr. Bidwell in the principal amount of $50,000 which, prior to repayment, was convertible into Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. Page 3 of 4 Item 7. Material to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 11, 2000. /s/ Charles E. Bidwell Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----