As filed with the Securities and Exchange Commission on May 23, 2014
Registration No. 333‑_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S‑8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
HOOPER HOLMES, INC.
(Exact name of registrant as specified in its charter) |
| |
| New York | 22-1659359 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) | |
| | |
| 560 N. Rogers Rd. | |
| Olathe, Kansas | 66062 |
| (Address of principal executive offices) | (Zip Code) |
HOOPER HOLMES, INC.
2011 OMNIBUS EMPLOYEE INCENTIVE PLAN
(Full title of the Plan)
|
|
| Henry E. Dubois |
| President and Chief Executive Officer |
| Hooper Holmes, Inc. |
| 560 N. Rogers Rd |
| Olathe, Kansas 66062 |
| (913) 764-1045 |
(Name, address and telephone
number of agent for service) |
| |
| Copy to: |
| David E. Weiss, Esq. |
| Sills Cummis & Gross P.C. |
Thirty Rockefeller Plaza, 29th Floor |
| New York, New York 10112 |
| (212) 643-7000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
|
| | | | |
| Title of Securities to be Registered | Amount
to be
Registered (1) | Proposed
Maximum
Offering
Price Per Share (2) | Proposed
Maximum
Aggregate
Offering Price (2) | Amount of
Registration
Fee (2) |
| Common Stock, $.04 par value | 2,000,000 | $0.655 | $1,310,000.00 | $168.73 |
| |
| (1) | In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of any stock split, stock dividend, recapitalization or other similar transaction. |
| |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low sales prices of Hooper Holmes, Inc. Common Stock as reported on the NYSE MKT on May 20, 2014 (i.e., $0.6550). |
REGISTRATION OF ADDITIONAL SECURITIES
Hooper Holmes, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 filed August 15, 2011 (File No. 333-176309), as amended by Post-Effective Amendment No. 1 filed on May 23, 2014 (as amended, the “Prior Registration Statement”), relating to shares of the Company’s common stock, par value $0.04 per share (the “Common Stock”), to be offered and sold under the 2011 Omnibus Employee Incentive Plan (the “Plan”) and the contents of the Prior Registration Statement are incorporated by reference in this Registration Statement pursuant to General Instruction E to Form S-8. The Company is hereby registering an additional 2,000,000 shares issuable under the Plan, none of which have been issued as of the date of this Registration Statement.
Item 8. Exhibits.
|
| | |
EXHIBIT
NUMBER | | DESCRIPTION |
| 4.1 | | Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan, as amended and restated. (1) |
| 5.1* | | Opinion of Sills Cummis & Gross P.C., counsel for the Registrant, as to the legality of the shares of Common Stock being registered on this Registration Statement. |
| 23.1 | | Consent of Counsel (contained in Exhibit 5.1). |
| 23.2* | | Consent of Independent Registered Public Accounting Firm. |
| 24.1* | | Power of Attorney (included on the signature page to this Registration Statement). |
___________________
* Filed herewith.
| |
| (1) | Incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 29, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olathe, State of Kansas, on the 23rd day of May, 2014.
HOOPER HOLMES, INC.
By: /s/ Henry E. Dubois
Henry E. Dubois
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Hooper Holmes, Inc., a New York corporation (the “Corporation”), hereby constitute and appoint Henry E. Dubois and Thomas E. Collins and each of them, the true and lawful agents and attorneys‑in‑fact of the undersigned with full power and authority in said agents and attorneys‑in‑fact, and in any one or more of them, to sign for the undersigned and in their respective names as officers and as directors of the Corporation, a Registration Statement on Form S‑8 (or other appropriate form) (the “Registration Statement”) relating to the proposed issuance of Common Stock, par value $0.04 per share, of the Corporation pursuant to options issued or to be issued under the Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan (or any and all amendments, including post‑effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution, hereby ratifying and confirming all that each of said attorneys‑in‑fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S‑8 has been signed by the following persons in the capacities and on the dates indicated.
|
| | |
| Name | Title | Date |
/s/ Henry E. Dubois Henry E. Dubois |
President and Chief Executive Officer (Principal Executive Officer) and Director
|
May 23, 2014 |
/s/ Thomas E. Collins Thomas E. Collins | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 23, 2014 |
/s/ Ronald V. Aprahamia Ronald V. Aprahamian |
Chairman of the Board |
May 23, 2014 |
/s/ Larry Ferguson Larry Ferguson |
Director |
May 23, 2014 |
|
| | |
| Name | Title | Date |
/s/ Gus D. Halas Gus D. Halas |
Director |
May 17, 2014 |
/s/ Elaine Rigolosi Dr. Elaine Rigolosi |
Director |
May 23, 2014 |
/s/ Thomas A. Watford Thomas A. Watford |
Director |
May 16, 2014 |
EXHIBIT INDEX
|
| | |
EXHIBIT
NUMBER | | DESCRIPTION |
| 4.1 | | Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan, as amended and restated. (1) |
| 5.1* | | Opinion of Sills Cummis & Gross P.C., counsel for the Registrant, as to the legality of the shares of Common Stock being registered on this Registration Statement. |
| 23.1 | | Consent of Counsel (contained in Exhibit 5.1). |
| 23.2* | | Consent of Independent Registered Public Accounting Firm. |
| 24.1* | | Power of Attorney (included on the signature page to this Registration Statement). |
________________
* Filed herewith.
| |
| (1) | Incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 29, 2013. |
