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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000.
Commission file number: 1-9972
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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
incorporation or organization) Identification No.)
170 ML Airy Road
Basking Ridge, NJ 07920
(Address of principal executive offices) (Zip Code)
Area Code (908) 766-5000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock (5.04 par value) American Stock Exchange
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229,4O5 of this chapter) is not contained herein, and
will not be contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K. |X|
As of February 28, 2001, there were 65,171,810 shares of Common Stock
outstanding. The aggregate market value of the shares of Common Stock held by
non-affiliates of the Registrant, based on the closing price of these shares on
the American Stock Exchange, was $ 494,607.856 based on 61,825,982 shares. For
the purposes of the foregoing calculation only, all directors and executive
officers of the Registrant have been deemed affiliates.
Certain information contained in the Company's 2000 Annual Report to
Shareholders and its Proxy Statement in connection with its 2001 Annual Meeting
of Shareholders is incorporated by reference into Parts I, It and III of this
Form 10-K.
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FORM 10K
PART I
ITEM 1. Business
General
Hooper Holmes is the nation's leading provider of health information
services to the life insurance industry. We provide paramedical and medical
examinations, personal health interviews and record collection, and laboratory
testing, which help life insurance companies evaluate the risks associated with
underwriting policies. We serve our customers through our network of over 8,500
registered nurses, licensed practical nurses, physicians, phlebotomists and
medical and EKG technicians, of which approximately 1,000 are employees and
7,500 are active independent contractors. We operate through approximately 230
branch offices and 75 contract affiliate offices located in 50 states, Guam and
Puerto Rico. We have over 700 life insurance company customers, and virtually
all of the 100 largest in the United States.
Growth Strategy
Our growth strategy is to enhance our industry leadership position by
capitalizing on the industry trends and providing the most comprehensive array
of health information services to the life insurance industry. We will pursue
this strategy by:
o Continuing our commitment to industry leadership through automation.
Insurance companies and insurance agents are demanding faster, more
user-friendly services. In response, we have made a substantial investment
in technology and we believe we have the most automated branch network and
operating system in the industry. Today, customers can handle several
examination orders, monitor order status, communicate with our customer
service and branch locations, and receive results of personal health
interviews. For 2000, we received approximately 40% of all orders
electronically. We intend to continue investing in the latest technology
to further enhance our services and provide expanded electronic access
over the Internet.
o Increasing our focus on alternate distribution channels. Alternate
distribution channels represent a rapidly growing segment of the life
insurance industry. For the year 2000, alternate distribution channel
customers accounted for approximately $51 million or 19% of our gross
Portamedic revenues, up approximately 24% from $41 million for the same
period in 1999. We believe that our geographic coverage and level of
automation position us to provide the level of support that alternate
distribution channels require. We have aggressively pursued sales to
entities using these channels and are currently establishing alliances
that in many cases have resulted in exclusive relationships with them.
o Leveraging our national branch network. Our national branch network
provides us with a broad geographical coverage capable of providing local
service for insurance companies. agents and brokers across the entire
United States. This coverage positions us to become the preferred provider
of health information services to a consolidating life insurance industry.
We believe that our branch network and technological infrastructure enable
us to significantly increase the volume of our services with only a
marginal increase in our branch operating costs.
o Continuing to pursue strategic acquisitions. We intend to continue
pursuing strategic acquisitions that complement existing services and
leverage our existing capabilities. A sizable regional competitor
acquisition on the west coast and several small regional competitors have
increased our market share and enhanced our ser-
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vice offerings. Our marketing alliance and equity investment in
e-Nable.com allows us to join with its parent company, the MIB Group, to
offer complete services through one portal, e-Nable.com.
o Expanding into related lines of business. We are exploring means to enter
new lines of business which leverage our existing branch network, service
capabilities or customer base. For example, we continue to develop
services for pharmaceutical companies engaged in the clinical trials
process, including specimen collection and data management. Our exclusive
arrangement with DNA Services paved the way for entry into those markets.
Services
Portamedic -- Paramedical and Medical Examinations
We perform paramedical and medical examinations of insurance policy
applicants under the Portamedic trade name and provide the results to insurance
companies, agents and other non-traditional insurance marketers in connection
with issuance of primarily life insurance policies. We are the leading
paramedical and medical examination company in the U.S., having performed
approximately 3.4 million exams in the twelve months ended December 31, 2000 up
from the 2.9 million performed in 1999.
Since an insurance applicant may reconsider his or her purchase in the
time it takes to deliver examination results, our system is designed to timely
deliver application information to the insurance company. We strive to schedule
an appointment within 24 to 30 hours of receiving the request and to complete
the entire examination process in three to five days, unless the applicant
desires a later appointment. Our examiners perform examinations at times and
locations convenient to applicants, primarily at the applicant's home or place
of business.
Since almost all of our examiners are nurses and other medically trained
professionals, we are able to provide our customers with a full range of
paramedical and medical examinations. Our examiners also perform other ancillary
services including helping applicants understand and complete forms and
obtaining consent signatures. In addition, we have dedicated customer service
employees in Chicago, who help complete applications based on telephone
interviews with applicants, and additional customer service employees located in
service centers in Minneapolis, Dallas and Kansas City, who provide general
customer service support.
Each insurance company has separate guidelines for determining whether an
examination is required and the type of services required. The following chart
illustrates what a typical insurance company's guidelines might look like for
determining the types of examinations and samples collected when our services
are requested. Our computer system contains more than 2,000 of these charts for
various insurance companies.
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Age of Applicant
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18-40 41-50 51-60 61-70
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$100,000 Urine, Blood Paramedical, Paramedical, Paramedical
and under Urine, Blood Urine, Blood Urine, Blood,
Resting EKG
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$100,001- Paramedical Paramedical, Paramedical Paramedical
$350,000 Urine, Blood Urine, Blood Urine, Blood, Urine, Blood,
Resting EKG Resting EKG
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Policy $350,001- Paramedical Paramedical Medical Exam, Medical Exam,
Amount $500,000 Urine, Blood Urine, Blood, Urine, Blood, Urine, Blood,
Resting EKG Stress EKG Stress EKG
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$500,001- Paramedical Paramedical Medical Exam, Medical Exam,
$1,000,000 Urine, Blood Urine, Blood, Urine, Blood, Urine, Blood,
Resting EKG Stress EKG Stress EKG
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$1,000,001 Paramedical Medical Exam, Medical Exam, Medical Exam,
and up Urine, Blood, Urine, Blood, Urine, Blood, Urine, Blood,
Resting EKG Stress EKG Stress EKG Stress EKG
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Infolink Services Group -- Personal Health Interviews and Medical Record
Collection
Under the Infolink name, we offer personal health interviews and medical
record collection, including attending physician statements, to our customers.
Infolink reports are completed through highly automated, centrally located
offices. In 2000, we provided approximately 420,000 Infolink reports, up 20%
over 1999.
Infolink reports can be ordered electronically, by fax or by phone.
Approximately 50 full-time employees prepare all of the Infolink reports ordered
by our customers from call centers in Austin, Texas; Philadelphia. Pennsylvania;
and Louisville, Kentucky. These employees interview the applicant, his or her
employer; and his or her business and personal associates. The report is then
electronically transmitted or faxed to the insurance underwriter at its request.
Our information systems allow us to tailor reports for each client's needs and
reduce paperwork and turnaround time for our clients. We strive to deliver our
Infolink reports back to the insurance company within two to three days from the
time of request.
In addition, life insurance companies may also require attending physician
statements. In such cases, either a branch office or our central attending
physician statement office in Chicago will contact the applicant's physician,
clinic or hospital to request medical records, send a written request with
payment and follow-up to confirm delivery of the information.
Heritage Labs
In December 1998, we acquired a 55% interest in Heritage Labs, a
laboratory providing testing services for the life insurance industry. Heritage
Labs processes tab tests both for our customers and third-party health
information service providers. This acquisition has enabled us to internalize
the laboratory testing process and to offer our life insurance customers a
one-stop source for their health information service needs. Combined with our
existing automation, we believe Heritage Labs allows us to provide a seamless
service of processing, gathering and testing health information for our life
insurance customers.
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Insurance companies determine which laboratory will process the samples
collected from their respective applicants. In 2000, we increased our customer
list to over 150 insurance companies. The number of samples tested in 2000 was
339,000 versus 290,000 in 1999.
Other Services
Under the Healthdex tradename, we are developing services for
pharmaceutical and biotechnology companies. Our goal is to leverage our health
information expertise and branch network to provide outsourced information
services to support clinical trials and data analysis. Currently our business in
this area consists of performing chart review and monitoring clinical trials
processes. Chart review entails collecting patient information from physician
records and transmitting it to customers in formats requested by them. Clinical
trials monitoring entails verifying investigator credentials and site locations,
as well as assuring that proper informed consent processes are followed. In
addition, we perform some ancillary services such as occupational health
screening and substance abuse testing for corporations and other organizations
outside of the insurance industry.
In late 2000, we began offering Teledex as a licensed product to the
insurance industry. After providing tele-underwriting solutions to customers who
have outsourced their call centers to us, we now have the technology and support
systems necessary to license our innovative product to customers. As our
customers strive to improve their efficiency, we believe licensing offers a
unique opportunity for Hooper Holmes to further leverage its investments in
technology to meet the increasing demands of the evolving life insurance
industry."
In 2000, we began working with Numoda.com, a communications technology
company to jointly develop underwriting applications for hand-held devices, such
as the Palm Pilot. This program is expected to benefit the insurance industry by
delivering examination data to the underwriters within twenty-four hours of
completion. The electronic devices will also allow us to communicate more
efficiently with our field force by electronically assigning cases and receiving
updated statuses on outstanding cases.
Our Network
We believe our network of branch offices and contract affiliates is the
most extensive in our industry. We can provide an examination to any applicant
in any location in the United States.
Our branch managers are responsible for the supervision of the local
health information operations. Support staff coordinate examinations and
reporting procedures and perform quality assurance functions. Branch sales
personnel perform marketing and sales activities. Each branch office is
automated with direct electronic connections to our home office in Basking
Ridge, New Jersey. Orders are received by both branch offices and our corporate
home office. Those orders received by our home office are electronically
processed and routed to the appropriate branch. The branch office is responsible
for scheduling the examination and assigning an examiner. The status of the
examination is entered into the branch office system, then is retrieved and
processed by the home office and made available to the customer. Once
examination results are complete, they are faxed or mailed directly to the
customer.
We have approximately 75 independent contract affiliates. Contract
affiliates perform many of the same functions as our branch offices, but are
independently owned and operated. Our contract affiliates provide our Portamedic
services in assigned geographical areas throughout the United States and receive
orders directly from our customers. Three of our contract affiliates have
exclusive rights to provide examination services in areas that are not served by
our branch offices. Each contract affiliate is responsible for compensating,
training, hiring and supervising all of its personnel and must meet the same
quality assurance standards of our branch-
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es, including necessary credentialing of its examiners. Our contract affiliates
use a version of our system software that allows them to bill customers and
obtain examination status reports.
Our Automation Systems
As technology continues to advance the underwriting process, life
insurance companies are demanding timely delivery of information from health
information service providers. Our automation systems are designed to meet these
demands by providing the following benefits.
Electronic Networking Capabilities Between Branch Offices
We have developed a comprehensive, automated management information
system, designed by our field personnel, that is now online in all branch
offices, The system connects each branch and the home office, allowing us to
send and receive orders, schedule examinations, and instantly and regularly
monitor examination request status. The system enables personnel at our
corporate headquarters to compile company-wide information regarding quality
assurance standards, in addition to administrative, accounting and other
management information.
Direct Electronic Links with our Customers
Many of our customers communicate with us electronically through our Win
Remote APS Paramedical Inspection Data (R.A.P.I.D.) system. Customers
electronically place orders with us and receive personal interview reports
through this system, reducing the turnaround time and cost associated with each
order.
We provide additional automation services to our customers through our
Teledex service. Teledex is an automated service providing applicant information
to our insurance customers on an expedited basis. When an insurance customer
transmits an order through Teledex, a staff member pulls up a customer-specific
underwriting questionnaire on his or her computer terminal and begins collecting
applicant information, which includes a telephone interview with the applicant.
Teledex has over 1,600 different, customer-specific underwriting questionnaires
in its system, which enables us to provide customized reports for each customer
in a matter of hours. This process is valuable to our customers because it
allows them to been the underwriting process upon receipt of our Teledex report,
rather than waiting for an examiner to perform the examination, collect the data
and then return the report and examination results. Teledex additionally
receives and handles orders for attending physician statements.
These customer links are designed to reduce paperwork, turnaround time and
the chance that the insurance applicant will reconsider his or her buying
decision by the time results are gathered.
Internet-based Ordering and Monitoring
In addition to accessing Win R.A.P.I.D., customers can conduct business
with us online through the Internet. Our online service enables customers to
place orders and instantly and regularly monitor the status of a particular
examination request. The benefits of this service to the customer are faster
processing, 24-hour access, and easy order tracking. Customers gain access to
our Portamedic Web site using a secure password. The status of exams is updated
at the close of each business day and made available to the customer at the
beginning of the next business day. The Internet has improved our customer
service and has also lowered our processing costs by reducing the human
interaction in the ordering process. This service is intended to complement
telephone contact between our branches and insurance customers, and it provides
an additional level of service that many of our customers desire. Management
believes that we are the only health information services provider to offer this
online service. Non-traditional insurance marketers, who employ a direct
response approach to selling
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insurance products, particularly depend upon our ability to expedite their
requests for service. Approximately 30% of our alternate distribution channel
orders were placed through the Internet in 2000.
Investment in e-Nable.com
In December 2000, Hooper Holmes and e.Nable.com Corporation, entered into
a marketing agreement (concurrent with an equity investment) that will allow
insurance carrier customers to order and receive all the requirements for life
and health insurance underwriting from a single source. e-Nable.com, a
subsidiary of MIB Group, is a leader in e-commerce solutions for life and health
insurance underwriting. The exclusive agreement is expected to significantly
enhance the transaction time in the life and health insurance underwriting
process, increase revenue and decrease acquisition costs. As a result, we are
able to provide the life and health insurance industry unprecedented speed and
accuracy in submitting, underwriting, and issuing insurance policies.
Quality Assurance Program
The quality and reputation of personnel and operations are critical to the
continued success of our business. Our successful implementation of quality
assurance depends on our ability to recognize problems and solve them within a
relatively short time period. To help do this, we employ a statistical quality
control program, which allows us to monitor quality at many different levels of
operation.
At the branch office level, quality assurance specialists monitor examiner
performance. Each examiner undergoes periodic evaluations to provide feedback
and ensure that any recurring mistakes are remedied. Specialists also conduct
regular audits of branch office quality controls to assist branch managers in
improving their performance and the quality of services examiners perform.
At the corporate headquarters level, quality assurance specialists monitor
examiner performance twice each year through detailed statistical analyses of
examination accuracy and reporting methodology, A quality assurance log created
monthly by the corporate office tracks errors and problems with examinations and
examiners, including lab errors, omissions on forms and misdirected transmission
of results. The quality assurance specialists regularly evaluate examination
procedures and consult with our insurance customers to address any specific
problems and, where appropriate, suggest revisions to improve examination
procedures and reports.
We hire and contract with properly trained, experienced examiners. In
addition, we have developed a database of over 1,000 credentialed physicians who
are approved to perform medical examinations for our customers.
Sales and Marketing
We market Portamedic and Infolink health information services on a
national level through seven full-time sales representatives who call on senior
underwriting executives at the home offices of insurance companies. Two of these
sales representatives call exclusively on entities that distribute through
alternate distribution channels. We serve approximately 700 life insurance
companies, including their extensive network of agency, district. and brokerage
offices. National sales representatives promote our consistently high quality of
service and rapid response time to examination requests and are responsible for
maintaining our position on each insurance company's approved list of
examination providers. We regularly attend and occasionally sponsor customer
conferences to provide national sales representatives with opportunities to
further develop key relationships.
At the local level, branch managers, and in certain offices, additional
marketing personnel, market our services directly to the local insurance agents
and managers, who have the authority to select examination providers from the
list approved by the insurance companies' home offices. These local marketing
efforts high.
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light the quality of our examiners and the speed and accuracy of our services,
including the ability of each branch to quickly ascertain the status of each
service request through our automated branch management information system.
Competition
Management believes that we are the largest of the three national firms
that focus primarily on providing paramedical and medical examinations, personal
interviews and record collection to the life insurance industry. Our largest
competitors are Examination Management Services, Inc., American Para
Professional Systems and Exam One, a subsidiary of Lab One (Labs). A significant
number of regional and local firms also compete in our industry. Through our
Heritage Labs subsidiary we also compete with laboratory testing providers, who
typically do not provide other health information services such as paramedical
and medical examinations, personal interviews and record collection.
Although we have exclusive relationships with a small number of our
customers, companies traditionally use two or more health information services
providers. This means we face direct competition from our competitors who have
existing relationships with many of our customers. Our ability to retain
customers will depend on our continued ability to serve their needs and
distinguish ourselves from our competitors. In management's opinion, the
principal competitive factors in our market are:
o quality of service and examinations;
o timeliness of examination process and communication of results;
o geographic breadth of coverage;
o automation and connectivity between health information providers and
insurers; and
o price.
More recently, technological capabilities have become much more important
to meeting our customers' needs. We are continually enhancing and expanding our
technology and network infrastructure to accommodate our customers' changing
needs, including the electronic ordering of our services and online status
checks. We are also adapting to the technological needs of insurance companies
which are beginning to rely more on alternate distribution channels, including
the Internet. to sell their products.
Service Marks and Trademarks
We have registered several service marks, including "Portamedic(R)."
Healthdex(R)" and "Teledex(R)," and have filed applications to register
"Infolink" and the Hooper Holmes logo with the United States Patent and
Trademark Office. Our rights to these marks will continue as long as we comply
with the usage, renewal filing and other legal requirements relating to the
renewal of service marks.
Personnel
We employ approximately 1,350 full-time and 950 part-time employees,
including over 1,000 examiners, none of whom is represented by a collective
bargaining agreement. We also contract with over 7,500 medically trained
examiners, and utilize the services of 75 contract affiliates. We hire and
contract with properly trained, experienced and, when required, licensed or
certified examiners. Our ability to recruit skilled personnel is essential to
our continued growth and success. Management attributes our success in
recruiting skilled
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personnel in our health information services business to the flexible work
schedules and varied work assignments we offer our examiners. Management
believes that these factors will enable us to continue to attract and retain
qualified personnel.
Government Regulation
Certain aspects of our business are regulated by the states in which we
operate and, to a lesser extent, by the federal government. In addition to
licensing and certification requirements for our examiners, we are subject to
regulations governing various aspects of out services, including needle disposal
and specimen handling procedures, and licensing and FDA requirements governing
Heritage Labs and our examination kits. Management is not aware of any pending
federal or state environmental laws or regulations that would have a material
adverse effect on our business or competitive position or that would require
material capital expenditures on our part to effect compliance.
Insurance and Legal Proceedings
Claims made against us arising in the course of providing health
information services have not resulted in any material liability to date. We
carry liability insurance in coverage amounts that we believe is customary in
our business. There can be no assurance, however, that such coverage will be
sufficient to cover claims made against us, that adequate insurance coverage
will continue to be available to us, or that insurance coverage will be
available on favorable terms. Our insurance coverage includes occurrence-based
medical professional liability insurance and, claims-made non-medical
professional liability insurance, a property insurance policy, a general
liability policy, and an umbrella insurance policy.
We are a party to a number of legal actions arising in the ordinary course
of business. In the opinion of management, we have adequate legal defense and/or
insurance coverage respecting each of these actions and do not believe their
ultimate disposition will materially affect our consolidated results of
operations or financial position.
In the past, some state agencies have claimed that we improperly
classified our examiners as independent contractors for purposes of state
unemployment tax laws and that we were therefore liable for arrears of taxes, or
for penalties for failure to comply with these laws. We have received an adverse
determination in California on an unemployment tax issue and are currently
appealing that decision. Other similar state claims are also pending or have
been resolved. We have prevailed in four of these states, and we have re-
classified our independent contractors as employees in two states, These adverse
determinations have not had a material adverse effect on our business.
ITEM 2. Properties
We own a five-building complex located at 170 Mt. Airy Road, Basking
Ridge, New Jersey. Of approximately 53,000 total square feet of office space, we
maintain our operations in approximately 43,500 square feet and the balance is
leased or available for lease to several tenants. Management believes that this
arrangement provides for our foreseeable expansion needs.
We lease our field offices under a number of operating leases with varying
terms and expirations.
ITEM 3. Legal Proceedings
Information contained in Note 8 to the Company's consolidated financial
statements contained in the annual report to shareholders is incorporated herein
by reference.
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ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of securities holders during the
fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The common equity and related shareholder information presented under the
caption "Quarterly Common Stock Price Ranges and Dividends" and "Shareholder
Information -- Stock Listing" is incorporated by reference from the Company's
2000 Annual Report to Shareholders which is Exhibit 13 to this report. As of
February 16, 2001, there were 982 shareholders of record.
ITEM 6. Selected Financial Data
The financial data included under the caption "Selected Financial Data" is
incorporated by reference from the Company's 2000 Annual Report to Shareholders
which is Exhibit 13 to this report.
ITEM 7. Management Discussion and Analysis of Financial Condition and Results of
Operations
The discussion included under the caption "Management's Discussion and
Analysis of Financial Conditions and Results of Operations", which is
incorporated by reference to the Company's 2000 Annual Report to Shareholders
which is Exhibit 13 to this report.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
None
ITEM 8. Financial Statements and Supplementary Data
Financial statements and supplementary data are included in the Company's
2000 Annual Report to Shareholders which is Exhibit 13 to this report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Information contained under the captions "Nominees for Directors",
"Directors Continuing in Office" and "Executive Officers" in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on May 22, 2001 is
incorporated herein by reference.
ITEM 11. Executive Compensation
Information contained under the captions "Compensation of Executive
Officers," "Compensation of Directors", "Option Grants in Last Fiscal Year",
"Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values", "Report of the Executive Compensation Committee" and "Employment
Contracts
- 10 -
and Change-in-Control Arrangements" in the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held on May 22, 2001 is incorporated herein
by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Information contained under the caption "Stock Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement for the
Annual Meeting of shareholders to be held on May 22, 2001 is incorporated herein
by reference.
ITEM 13. Certain Relationships and Related Transactions
Information contained under the caption "Certain Relationships and Related
Transactions" in the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 22, 2001 is incorporated herein by reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) The following financial statements and independent auditors'
report are included in the Registrant's 2000 Annual Report to
Shareholders.
Independent Auditors' Report
Consolidated Balance Sheets --
December 31, 2000 and 1999
Consolidated Statements of Income --
Years ended December 31, 2000, 1999 and 1998
Consolidated Statements of Stockholders' Equity --
Years ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows
Years ended December 31, 2000, 1999 and 1998 --
Notes to Consolidated Financial Statements
(2) Schedules are omitted because they are not required,
inapplicable, or the information is otherwise shown in the
financial statements or notes thereto.
(3) Exhibits included herein
EXHIBIT PAGE
3.1 Restated Certificate of Incorporation of --
Hooper Holmes, Inc., as amended (1)
3.2 Certificate of Amendment of the Certificate of --
Incorporation of Hooper Holmes, Inc. (2)
3.3 Bylaws of Hooper Holmes, Inc., as amended (3) --
4.1 Rights Agreement between Hooper Holmes. Inc.
and First City Transfer Company
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(1) Incorporated by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
(2) Incorporated by reference to Exhibit 3.2 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999.
(3) Incorporated by reference to Exhibit 3.3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999.
- 11 -
10.1 Amended Employee Retention Agreement by and between Hooper --
Holmes, Inc., and James M. McNamee (4)
10.2 Form of Indemnification Agreement (5) --
10.3 Hooper Holmes, Inc. Nonqualified Stock Option Plan (6) --
10.4 First Amendment to Hooper Ho1mes, Inc. Nonqualified Stock --
Option Plan (7)
10.5 Hooper Holmes, Inc. 1992 Stock Option Plan as amended (8) --
10.6 Employee Stock Purchase Plan (1993) of Hooper Holmes, --
Inc., as amended (9)
10.7 Hooper Holmes, Inc. 1994 Stock Option Plan (10) --
10.8 Amended and Restated Revolving Credit and Term Loan --
Agreement between Hooper Holmes, Inc. and First Union
National Sank and Fleet Bank, N.A. (11)
10.9 CEO Stock Option Agreement (12) --
10.10 1997 Stock Option Plan (13) --
10.11 1997 Director Option Plan (14) --
10.12 Employee Retention Agreement by and between Hooper Holmes, --
Inc. and Executive Officers of Hooper Holmes, Inc. (15)
10.13 1999 Stock Option Plan (16) --
13 Annual Report to security holders
21 Subsidiaries of Hooper Holmes, Inc. (none)
23 Consent of KPMG LLP
24 Power of attorney
27 Financial Data Schedule
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(4) Incorporated by reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
(5) Incorporated by reference to Exhibit 10.4 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
(6) Incorporated by reference to Exhibit 10.5 of the Company's
Annual Report on Form 10-K or the fiscal quarter ended December
31, 1990.
(7) Incorporated by reference to Exhibit 10.9 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1992.
(8) Incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1992.
(9) Incorporated by reference to Exhibit 10.6 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999.
(10) Incorporated by reference to Exhibit 10.16 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
(11) Incorporated by reference to Exhibit 10.1 of the Company's Form
10-Q for the quarter ended September 30, 1999.
(12) Incorporated by reference to Attachment to the Company's Proxy
Statement for the Annual Meeting of Shareholders held on May 27,
1997.
(13) 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.
(14) Incorporated by reference to Exhibit 10.11 of Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997.
(15) Incorporated by reference to Exhibit 10.14 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
(16) Incorporated by reference to Exhibit 10.13 of the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999.
Reports on Form S-K
No report on Form 8-K was filed during the fourth quarter of
2000.
- 12 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange, Act of 1934, the Registrant has duty caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized,
HOOPER HOLMES, INC.
(Registrant)
----------------------------------------
By: James M. McNamee
President & CEO
Date: March 30, 2001
-----------------------------------
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:
/s/ James M. McNamee
- ------------------------------------------------ Date: March 30, 2001
James M. McNamee Director -------------------
President & CEO
- ------------------------------------------------ Date: March 30, 2001
*Benjamin A. Currier Director -------------------
- ------------------------------------------------ Date: March 30, 2001
*Quentin J. Kennedy Director -------------------
- ------------------------------------------------ Date: March 30, 2001
*Kenneth R. Rossano Director -------------------
- ------------------------------------------------ Date: March 30, 2001
*Elaine Rigolosi Director -------------------
- ------------------------------------------------ Date: March 30, 2001
*John E. Nolan Director -------------------
- ------------------------------------------------ Date: March 30, 2001
*G. Earle Wight Director -------------------
/s/ Fred Lash
- ------------------------------------------------ Date: March 30, 2001
Fred Lash Senior V.P. Treasurer -------------------
and Chief Financial
and Accounting Officer
* James M. McNamee, by signing his name hereto, does hereby sign this report for
the persons before whose printed name an asterisk appears, pursuant to the power
of attorney duly executed by such person and filed as Exhibit 24 hereto with the
Securities and Exchange Commission.
----------------------------------------
James M. McNamee