As filed with the Securities and Exchange Commission on October ___, 2001
Registration No. 333-___________
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
incorporation or organization) Identification No.)
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. 1999 Stock Option Plan
(Full Title of the Plan)
___________________________________________________
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)
Copy to:
Terence P. Quinn, Esq.
Steptoe & Johnson LLP
1330 Connecticut Avenue, NW
Washington, DC 20036
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum
to be Registered Registered(1) Offering Price Aggregate Offering Amount of
Per Unit (2) Price (2) Registration Fee (2)
--------------------------------------------------------------------------------------------------------------
Common Stock, par 2,000,000 $6.775 $13,550,000 $3,387.50
value $.04 per share
--------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of shares of common stock that may be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions
pursuant to the 1999 Stock Option Plan.
(2) 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 October ___, 2001,
a date within five business days of the date on which this Registration
Statement is being filed.
EXPLANATORY NOTE
We are filing this Registration Statement on Form S-8 to register
shares of our common stock issuable under our 1999 Stock Option Plan (the
"Plan").
PART I
Information Required in the Section 10(a) Prospectus
As permitted by Rule 428 under the Securities Act, this Registration
Statement omits the information specified in Part I of Form S-8. We will deliver
the documents containing the information specified in Part I to the participants
in the Plan as required by Rule 428(b). We are not filing the documents as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Hooper Holmes, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2001.
(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 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.
1
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, 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 Company provides as follows:
Indemnification
The Company shall (a) indemnify any person made a party to an action by
or in the right of the Company 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 Company, 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 appeal 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 Company 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 Company 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 Company, 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 ("Indemnity
Agreements") with certain of its executive officers and directors. Each such
Indemnity Agreement provides for indemnification except as otherwise provided by
New York law, against (i) in the case of third party Proceedings (as defined in
the Indemnity Agreements), all Expenses (as defined in such Indemnity
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 Indemnity Agreements).
2
The Company's obligations under each Indemnity 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 Indemnity 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 interests 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, to the extent an officer and/or director 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) such officer and/or director shall be indemnified
against all Expenses incurred in connection therewith.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Hooper Holmes, Inc. 1999 Stock Option Plan (incorporated
herein by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1999, filed with the
Commission on March 30, 2000)
5.1 Opinion of Steptoe & Johnson LLP
23.1 Consent of Steptoe & Johnson LLP (included in the opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included on signature page)
3
Item 9. Undertakings
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) 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.
(b) 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
----
(c) 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
4
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.
5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 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 October
29, 2001.
HOOPER HOLMES, INC.
By:/s/ James M. McNamee
-------------------------------
James M. McNamee
Chairman of the Board,
President and Chief Executive Officer
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
--------- ----- ----
/s/ James M. McNamee Chairman of the Board, October 29, 2001
----------------------- President, and Chief Executive
James M. McNamee Officer
/s Fred Lash Senior Vice President, October 29, 2001
----------------------- Chief Accounting and Financial
Fred Lash Officer and Treasurer
/s/ G. Earle Wight Senior Vice President and October 29, 2001
----------------------- Director
G. Earle Wight
6
/s/ Benjamin A. Currier Director October 29, 2001
---------------------------
Benjamin A. Currier
/s/ John E. Nolan Director October 29, 2001
---------------------------
John E. Nolan
/s/ Kenneth R. Rossano Director October 29, 2001
---------------------------
Kenneth R. Rossano
/s/ Quentin J. Kennedy Director October 29, 2001
---------------------------
Quentin J. Kennedy
/s/ Elaine L. Rigolosi Director October 29, 2001
---------------------------
Elaine L. Rigolosi
7
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
4.1 Hooper Holmes, Inc. 1999 Stock Option Plan
(incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended December
31, 1999, filed with the Commission on March 30, 2000)
5.1 Opinion of Steptoe & Johnson LLP
23.1 Consent of Steptoe & Johnson LLP (included in the
opinion filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included on signature page)