UNITED STATES

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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported):~~

~~January~~Date 5,of ~~2004~~Report (~~December~~Date ~~31,~~of ~~2003~~earliest event reported): February 17, 2004

~~Healthetech~~HEALTHETECH, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware ~~(State or other jurisdiction of incorporation) 000-49871 (Commission File Number) 77-0478611 (I.R.S. Employer Identification No.)~~

(State or other jurisdiction of incorporation)


000-49871		77-0478611
(Commission File No.)		(IRS Employer Identification No.)

523 Park Point Drive, 3^rd Floor

Golden, Colorado 80401

(Address of principal executive offices and ~~Zip~~zip ~~Code~~code)

Registrant’s telephone number, including area code: (303) 526-5085

Registrant’s telephone number, including area code

Item 5. Other Events.

On December 3122, 2003, ~~HealtheTech,~~Malacca ~~Inc.~~International Corporation, a ~~Delaware~~subsidiary ~~corporation,~~of orMicrolife ~~HealtheTech~~Corporation, ~~effected~~filed asuit ~~1-for-5~~against ~~reverse~~us ~~stock~~in ~~split~~the United States District Court for the District of ~~its~~Colorado ~~outstanding~~alleging ~~shares~~breach of ~~common~~contract ~~stock~~in connection with our International Distribution Agreement dated March 19, ~~after~~2002. ~~its~~The ~~stockholders~~complaint ~~approved~~alleges that HealtheTech, Inc. (the ~~proposal~~“Company”) ~~for~~breached ~~a reverse~~the ~~split~~agreement atby ~~HealtheTech~~failing to maintain Microlife’s ~~special~~exclusivity ~~meeting~~and failed to have product available for distribution and seeks rescission of ~~stockholders~~the ~~held~~Agreement onor ~~December~~an 19injunction and monetary damages. Microlife also seeks an injunction prohibiting the Company from providing product to other distributors serving the markets covered by the agreement. We believe that we have meritorious defenses and that the specified claims are without merit and intend to vigorously contest this lawsuit. On February 2, ~~2003~~2004, the Company filed its answer denying the material allegation in Malacca’s complaint and asserted counterclaims against both Malacca and Microlife for breach of contract and unjust enrichment.

~~HealtheTech’s~~While ~~common~~management ~~stock~~currently ~~began~~believes ~~trading~~that onresolving ~~Nasdaq~~this onmatter will not have a ~~reverse~~material ~~split~~adverse ~~basis~~impact ason the Company’s financial position or its results of ~~the~~operations, ~~opening~~litigation is subject to inherent uncertainties and management’s view of ~~trading~~these onmatters ~~January~~may 2,change ~~2004~~in the future. ~~For~~Were aan ~~period~~unfavorable offinal 20outcome ~~trading~~to ~~days~~occur, ~~shares~~there ofexists ~~HealtheTech’s~~the ~~common~~possibility ~~stock~~of ~~will trade~~a ~~under~~material adverse impact on the ~~ticker~~Company’s ~~symbol~~financial ~~“HETCD.”~~position ~~After~~and 20the ~~trading~~results ~~days,~~of ~~trading~~operations ~~will~~for ~~resume~~the ~~under~~period in which the ~~ticker~~effect ~~“HETC~~becomes reasonably estimable.”

ToItem ~~effect the split, HealtheTech amended its amended and restated certificate of incorporation and filed it with the Secretary of State of the State of Delaware on December 31, 2003~~7. AFinancial ~~copy~~Statements ~~of the certificate of amendment of amended~~ and ~~restated certificate of incorporation is attached hereto as Exhibit 3~~Exhibits.1.

~~The~~(c) ~~shares of common stock issued as a result of the reverse split will possess a new CUSIP number~~Exhibits. ~~A copy of the form of the new specimen common stock certificate is attached hereto as Exhibit 4.1.~~

On99.1 ~~January 5~~HealtheTech, ~~2004, HealtheTech issued a press release with respect to the reverse stock split~~Inc. ~~A copy of the~~ press release isdated ~~attached~~February as17, ~~Exhibit 99~~2004.1.

Item 79. ~~Financial~~Regulation ~~Statements,~~FD ~~Pro~~Disclosure. ~~Forma Financial Information And Exhibits~~

~~(c)~~On ~~Exhibits~~February 6, 2004 and February 13, 2004, Khalid Al-Mansour and Charles P. Rothstein, respectively, resigned their positions as Directors of the Company. Each of Messrs. Al-Mansour and Rothstein voluntarily resigned and neither had any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.

3.1		Amended and Restated Certificate of Incorporation of HealtheTech, as amended on December 31, 2003.
4.1		Specimen Common Stock Certificate.
99.1		Press Release, dated January 5, 2004, entitled “HealtheTech Effects a 1-for-5 Reverse Stock Split.”

Item 12. Results of Operations and Financial Condition.

On February 17, 2004, the Company issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2003. A copy of the press release is furnished to the United States Securities and Exchange Commission (the “Commission”) with this current report on Form 8-K as an exhibit.

The information provided pursuant to Items 9 and 12 of this current report, including Exhibit 99.1, is being furnished pursuant to such Items and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Exchange Act or the Securities Act of 1933, as amended.

SIGNATURE

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, thereunto duly authorized.

Dated: January 5, 2004


	HEALTHETECH, INC.

Dated: February 17, 2004	By:	/s/ James W. Dennis
		James W. Dennis
		Chairman and Chief Executive Officer

~~HEALTHETECH,~~Exhibit ~~INC.~~Index ~~By: /s/ James Dennis James Dennis Its: Chairman and Chief Executive Officer~~


99.1		HealtheTech, Inc. press release dated February 17, 2004.

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