As filed with the Securities and Exchange Commission on June 26, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HOOPER HOLMES, INC.
(Exact name of registrant as specified in this charter)
New York 22-1659359
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization.)
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
(908) 766-5000
(Address, including zip code, and telephone number of
Principal Executive Offices)
Hooper Holmes, Inc.
1997 Stock Option Plan
(Full Title of the Plan)
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Robert William Jewett, Esq.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
(908) 766-5000
(Name, address and telephone number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee (1)
Per Unit (1) Price (1)
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Common Stock 600,000 $23.3125 $13,987,500 $4,126.31
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(1) Pursuant to Rule 457(h), the proposed maximum offering price per unit is
estimated solely for the purpose of calculating the registration fee and is
based upon the average of the high and low sales prices of the common stock of
the registrant as reported on the American Stock Exchange on June 23, 1998, a
date within five business days of the date on which this registration statement
is being filed.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
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This Registration Statement is being filed to register shares of Common Stock
for the Hooper Holmes, Inc. 1997 Stock Option Plan (the "Plan"). As permitted by
the rules of the Securities and Exchange Commission (the "Commission"), this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participants in the Plan as required by Securities Act Rule 428(b). Such
documents are not being filed with the Commission as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by Hooper Holmes, Inc. (the
"Company") are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
(a) The Annual Report on Form 10-K of the Company for the year ended
December 31, 1997 (File No. 1-9972).
(b) The Quarterly Report on Form 10-Q of the Company for the Quarter ended
March 31, 1998.
(c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above.
(d) The description of the Company's common stock contained in the
registration statement on Form 8-A under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the securities offered hereby will be
passed upon for the Company by Steptoe & Johnson LLP, Washington, D.C. Mr. John
E. Nolan, Jr., a partner of Steptoe & Johnson LLP, is a director of the Company.
Item 6. Indemnification of Directors and Officers
Sections 722 and 723 of the General Business Corporation Law of the State of New
York grant corporations the power to indemnify their directors and officers in
accordance with the provisions therein set forth.
Article X of the by-laws of the registrant provides as follows:
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Indemnification
The Corporation shall (a) indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor, by reason of
the fact that he, his testator or intestate, is or was a director or officer of
the Corporation, against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, and/or with any approval therein, and (b) indemnify any person made, or
threatened to be made, a party to any action or proceeding, other than one by or
in the right of the Corporation to procure a judgment in its favor, whether
civil or criminal, by reason of the fact that he, his testator or intestate is
or was a director or officer of the Corporation or served any other Corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise in any capacity at the request of the Corporation, against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, in each case to the fullest extent
permissible under Sections 721 through 726 of the New York Business Corporation
Law or the indemnification provisions of any successor statute.
The Company has entered into indemnity agreements with certain of its executive
officers and directors. Each such Indemnity Agreement provides for
indemnification to the fullest extent permitted by New York law against (i) in
the case of third party Proceedings (as defined in the Agreements), all Expenses
(as defined in such Agreements, and including attorneys fees), judgments, fines
and penalties actually and reasonably incurred in connection with the defense or
settlement of a Proceeding, and (ii) in the case of a Proceeding by or in the
right of the Company, amounts paid in settlement and all Expenses actually and
reasonably incurred in connection with the defense or settlement of a
Proceeding, in either case on account of service as an officer or director of
the Company, or, at the request of the Company, as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (as defined in the Agreements). The Company's obligations under each
Agreement continue in force even though the officer and/or director may have
ceased to be an officer or director and inure to the benefit of the heirs and
personal representatives of the officer and/or director. However, the Agreements
provide that such officer and/or director is not entitled to indemnity unless
(i) with respect to third party Proceedings, the officer and/or director acted
in good faith, for a purpose which he reasonably believed to be in, or in the
case of service for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interest of
the Company and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful, and (ii) with respect
to Proceedings by or in the right of the Company, the officer and/or director
acted in good faith, for a purpose which he reasonably believed to be in, or in
the case of service for any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, not opposed to, the best
interest of the Company, except that in no case shall indemnification be made in
this case in respect of (1) a threatened action or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Company, unless and
only to the extent that the court in which the action was brought (or, if no
action was brought, any court of competent jurisdiction) determines upon
application that, in view of all the circumstances of the case, the officer
and/or director is fairly and reasonably entitled to indemnity for such portion
of the settlement amount and expenses as the court deems proper. In any case, an
officer and/or director who is successful on the merits or otherwise in the
defense of any Proceeding or in the defense of any claim, issue or matter
therein (including the dismissal of an action without prejudice) shall be
indemnified against all Expenses incurred in connection therewith.
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Item 7. Exhibits
5.1 Opinion of Steptoe & Johnson LLP
10.1 Hooper Holmes, Inc. 1997 Stock Option Plan
(Incorporated by reference to Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997)
23.1 Consent of Steptoe & Johnson LLP (included in the
opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included on signature page)
Item 8. Undertakings
Rule 415 Offering
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Incorporation of subsequent Exchange Act documents by reference
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The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall he deemed to be the initial bona
fide offering thereof.
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Form S-8 Registration Statement
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Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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1933, 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 Basking Ridge, State of New Jersey, on June 26,
1998.
HOOPER HOLMES, INC.
By: /s/ James M. McNamee
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James M. McNamee
Chairman of the Board,
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints James
M. McNamee and Robert William Jewett, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him in his name, place and stead, in any and all capacities, to sign any
post-effective amendments to this Registration Statement, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, grants to said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, and hereby
ratifies, approves and confirms all that each of such attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ James M. McNamee Chairman of the Board, June 26, 1998
- ----------------------------- President, and Chief Executive
James M. McNamee Officer
/s/ Fred Lash Senior Vice President, June 26, 1998
- ----------------------------- Chief Accounting and Financial
Fred Lash Officer and Treasurer
/s/ G. Earle Wight Senior Vice President and June 26, 1998
- ----------------------------- Director
G. Earle Wight
/s/ Benjamin A. Currier Director June 26, 1998
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Benjamin A. Currier
Director June ___,1998
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John E. Nolan
/s/ Kenneth R. Rossano Director June 26, 1998
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Kenneth R. Rossano
/s/ Quentin J. Kennedy Director June 26, 1998
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Quentin J. Kennedy
/s/ Elaine L. Rigolosi Director June 26, 1998
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Elaine L. Rigolosi
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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5.1 Opinion of Steptoe & Johnson LLP
10.1 Hooper Holmes, Inc. 1997 Stock Option Plan
(Incorporated by reference to Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997)
23.1 Consent of Steptoe & Johnson LLP
(included in the opinion filed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included on signature page)