-----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, RHCfYLQTZ/1/bv7Zg6FQgedyV2hfijvBJcqMFhgeNDxLB48gQwaBgnKFdzoc8KSV w/3gXpwldnls2VYS3NboqQ== 0001011438-07-000221.txt : 20070410 0001011438-07-000221.hdr.sgml : 20070410 20070410134256 ACCESSION NUMBER: 0001011438-07-000221 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Health Fitness Corp /MN/ CENTRAL INDEX KEY: 0000886432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 411580506 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46567 FILM NUMBER: 07758455 BUSINESS ADDRESS: STREET 1: 3600 AMERICAN BLVD W. STREET 2: SUITE 560 CITY: BLOOMINGTON STATE: MN ZIP: 55431 BUSINESS PHONE: 612-831-6830 MAIL ADDRESS: STREET 1: 3600 AMERICAN BLVD W. STREET 2: SUITE 560 CITY: BLOOMINGTON STATE: MN ZIP: 55431 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH FITNESS CORP /MN/ DATE OF NAME CHANGE: 19981117 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH FITNESS PHYSICAL THERAPY INC DATE OF NAME CHANGE: 19940916 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH FITNESS CORPORATION DATE OF NAME CHANGE: 19940916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001071955 IRS NUMBER: 061524885 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034292200 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ DATE OF NAME CHANGE: 19981118 SC 13G/A 1 form_sc13ga-healthfit.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

HEALTH FITNESS CORPORATION

(Name of Issuer)

 

Common Stock $0.01 par value

(Title of Class of Securities)

 

42217V102

(CUSIP Number)

 

March 31, 2007

(Date of Event which Requires Filing

of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

x

o

o

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

 

 

 

*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 the 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).

 

Continued on following pages

Page 1 of 5 Pages

 

 


 

 

Page 2 of 5 Pages

 

 

 

1

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

PEQUOT CAPITAL MANAGEMENT, INC.

06-1524885

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

b.

o

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

CONNECTICUT

 

 

5

Sole Voting Power

Number of

Shares

 

2,372,580

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

2,468,840

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,468,840

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

 

[  

]

 

11

Percent of Class Represented By Amount in Row (9)

 

12.2%

 

12

Type of Reporting Person (See Instructions)

 

IA, CO

 

 

 

 


 

 

Page 3 of 5 Pages

 

 

 

Item

1(a)

Name of Issuer: Health Fitness Corporation (the "Issuer").

 

 

1(b)

Address of the Issuer's Principal Executive Offices:

 

 

3600 American Boulevard, West Bloomington, Minnesota 55431

 

Item

2(a) – (c)

Name, Principal Business Address, and Citizenship of Person Filing:

 

 

Pequot Capital Management, Inc., 500 Nyala Farm Road, Westport, CT, 06880,

 

which is a Connecticut corporation.

 

 

 

2(d)

Title of Class of Securities: Common Stock, $0.01 par value per share

 

 

2(e)

CUSIP Number: 42217V102

 

Item

3.

This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).

Pequot Capital Management, Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

 

Item

4.

Ownership:

 

Ownership as of March 31, 2007 is incorporated herein by reference from items (5) – (9) and (11) of the cover page of the Reporting Person.

The number of shares reported in items (5) – (9) and (11) consists of 1,569,200 shares of common stock and 899,640 shares of common stock underlying warrants held for the accounts of the Reporting Person’s clients.

 

Item

5.

Ownership of Five Percent or Less of a Class:

 

Not applicable.

Item

6.

Ownership of More than Five Percent on Behalf of Another Person:

 

The Reporting Person is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, has beneficial ownership of the shares which are the subject of this filing through the investment discretion the Reporting Person exercises over its clients' accounts. Although such accounts do not have beneficial ownership of such shares for purposes of Section 13 and Section 16 of the Securities Exchange Act of 1934, one account of the Reporting Person, Pequot Scout Fund, L.P., owns of record more than 5% of the Issuer's outstanding shares.

 

Item      7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not applicable.

Item

8.

Identification and Classification of Members of the Group:

 

Not applicable.

 

 


 

 

Page 4 of 5 Pages

 

 

 

Item

9.

Notice of Dissolution of Group:

 

Not applicable.

Item

10.

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 


 

 

Page 5 of 5 Pages

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  April 10, 2007

PEQUOT CAPITAL MANAGEMENT, INC.

By:     /s/ Aryeh Davis                                                                     

 

Name:

Aryeh Davis

 

 

Title:

Chief Operating Officer, General Counsel and Secretary

 

 

 

 

 

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