UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hooper Holmes, Inc.
(Name of Issuer)
Common Stock, $0.04 par value
(Title of Class Securities)
439104100
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
P.O. Box 3459, 310 East Pearl Street Unit A., Jackson, WY 83001
(307) 733-2284
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 9, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [x].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
CUSIP No. 439104100
13D
1. NAME OF REPORTING PERSONS
J. Carlo Cannell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC/OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
9,946,766*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
9,946,766*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,946,766*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.24%*
14. TYPE OF REPORTING PERSON*
HC
1. NAME OF REPORTING PERSONS
Cannell Capital LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC/OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
9,946,766*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
9,946,766*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,946,766*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.24%*
14. TYPE OF REPORTING PERSON*
IA
* Based on information set forth on the Form 10-Q of Hooper Holmes, Inc.,
Inc. (the "Issuer") as filed with the Securities and Exchange Commission on
August 14, 2013, as of July 31, 2013 there were 69,865,387 outstanding
shares of the Issuer's common stock with $0.04 par value (the "Common Shares").
As of October 9, 2013 (the "Reporting Date"), the Tristan Partners, L.P.
("Tristan"), the Tristan Offshore Fund Ltd. ("Tristan Offshore"), and sundry
separately managed accounts, over which J. Carlo Cannell has investment
discretion (("Cannell SMAs") and collectively with Tristan and Tristan
Offshore, the "Investment Vehicles"), held in the aggregate 9,946,766 shares.
Cannell Capital LLC acts as the investment adviser to Tristan, Tristan
Offshore, and the Cannell SMAs and Mr. J. Carlo Cannell is the sole managing
member of Cannell Capital LLC. The Reporting Person possesses the sole power
to vote and to direct the disposition of the Shares held by the Investment
Vehicles.
Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3,
the Reporting Person may be deemed to beneficially own 9,946,766 shares, or
approximately 14.24% of the Shares deemed issued and outstanding as of the
Reporting Date.
Item 1. Security and Issuer
This statement relates to the Common Stock with $0.04 par value (the "Shares"),
of Hooper Holmes, Inc., (the "Issuer"), a New Jersey corporation. The
address of the principal executive offices of the Issuer is 170 Mt. Airy Road
Basking Ridge, New Jersey 07920.
Item 2. Identity and Background
a) The name of the Reporting Person is J. Carlo Cannell (the "Reporting
Person").
The Reporting Person is the sole managing member of Cannell Capital LLC, an
investment adviser to various separately managed accounts ("Cannell SMAs") and
the following entities (each an "Investment Vehicle" and collectively with the
Cannell SMAs, the "Investment Vehicles"):
Tristan Partners, L.P.
Tristan Offshore Fund, Ltd.
Set forth in the attached Annex A and incorporated herein by reference is a
listing of the directors, general partners, managing members and controlling
persons of the Reporting Person and the Investment Vehicles (collectively,
the "Covered Persons"), and sets forth the principal occupation, citizenship
and principal place of business of each Covered Person.
b) The principal business address of the Reporting Person is:
P.O. Box 3459
310 East Pearl Street, Unit A.
Jackson, WY 83001.
c) The principal business of the Reporting Person is the performance of
investment management and advisory services. The principal business of the
Investment Vehicles is investment in securities.
d) Neither the Reporting Person, nor to the best of its knowledge, any of the
Covered Persons, has, in the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e) Neither the Reporting Person, nor to the best of its knowledge, any Covered
Person, has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
f) The place of organization of the Reporting Person is as follows:
The citizenship of each Covered Person is set forth on the attached Annex A
and incorporated herein by reference.
Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming
limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
The securities to which this statement relates were acquired by the Reporting
Person using the working capital of each Investment Vehicle as follows:
Tristan Partners, L.P.: $3,462,697
Tristan Offshore Fund, Ltd.: $1,264,353
Cannell Separately Managed Accounts: $840,111
The Investment Vehicles have invested an aggregate amount of approximately
$5,567,161 in the Shares.
Item 4. Purpose of Transaction
The Reporting Person identified the Issuer as an entity satisfying each
Investment Vehicle's investment criteria. The Investment Vehicles acquired
and continue to hold the Common Shares of the Issuer as a long-term investment.
The Reporting Person may, from time to time, dispose of some or all of such
securities, acquire additional securities of the Issuer, or continue to hold
such securities, depending on business and market conditions, the Reporting
Person's continuing evaluation of the business and prospects of the Issuer
and other factors.
On October 9, 2013 the Reporting Person put forth a proposal that relates
to and affects the matters referred to in paragraphs (a) through (j) of
Item 4 of a Schedule 13D. The letter is attached as an Exhibit to this
schedule and incorporated by reference in this Item 4 in its entirety.
Item 5. Interest in Securities of the Issuer
Based on information set forth on the Form 10-Q of Hooper Holmes, Inc.,
Inc. (the "Issuer") as filed with the Securities and Exchange Commission on
August 14, 2013, as of July 31, 2013 there were 69,865,387 outstanding
shares of the Issuer's common stock with $0.04 par value (the "Common Shares").
(a) As of October 9, 2013 (the "Reporting Date"), the Reporting Person
owned 9,946,766 shares, or approximately 14.24% of the shares deemed issued
and outstanding as of the Reporting Date.
(b) The number of shares as to which each Reporting Person has:
i. Sole power to vote or to direct the vote:
9,946,766 shares, or approximately 14.24% of the shares
ii. Shared power to vote or to direct the vote:
0 shares
iii. Sole power to dispose or to direct the disposition of:
9,946,766 shares, or approximately 14.24% of the shares
iv. Shared power to dispose or to direct the disposition of:
0 shares
(c) The following table details the transactions during the sixty days on
or prior to the Reporting Date in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by the Reporting Person (each
of which was effected in an ordinary brokerage transaction by Reporting
Person).
PURCHASES
Date Entity Quantity Price per Share
8/14/2013 Tristan 76545 $0.38
8/14/2013 Tristan Offshore 32100 $0.38
8/15/2013 Tristan 1700 $0.37
8/15/2013 Tristan Offshore 700 $0.37
8/16/2013 Tristan 175364 $0.36
8/16/2013 Tristan Offshore 73500 $0.36
8/21/2013 Tristan 400 $0.37
8/21/2013 Tristan Offshore 200 $0.37
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
Exhibit 1, a letter, dated October 9, 2013, to Mr. Ronald Aprahamian,
Chairman of the Board of the Issuer.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 10, 2013
J. Carlo Cannell
By: /s/ J. Carlo Cannell
Annex A
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT
VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
(the "Covered Persons") of the Reporting Person and the Investment
Vehicles indicated below:
J. Carlo Cannell
Name: J. Carlo Cannell
Title or Relationship with Reporting Person: Self
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Wyoming, United States
Principal Place of Business: (1)
Cannell Capital LLC
Name: J. Carlo Cannell
Title or Relationship with Reporting Person: Managing Member
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Wyoming, United States
Principal Place of Business: (1)
Tristan Partners, L.P.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser and
General Partner
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Delaware, United States
Principal Place of Business: (1)
Tristan Offshore Fund, Ltd.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Cayman Islands
Principal Place of Business: (2)
(1) The address of the principal place of business of J. Carlo Cannell,
and Tristan Partners, L.P., is P.O. Box 3459, 310 East Pearl Street
Unit A., Jackson, WY 83001, United States.
(2) The address of the principal place of business of the Tristan
Offshore Fund, Ltd. is One Capital Place, 3rd Floor, GT Grand Cayman,
KY1-11003, Cayman Islands.
Annex B
Agreement Regarding the Joint Filing of Schedule 13D
The undersigned hereby agree as follows:
1) Each of them is individually eligible to use the Schedule 13D to which this
Exhibit is attached, and such Schedule 13D is filed on behalf each of them; and
2) Each of them is responsible for the timely filing of such Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
10/10/2013
____________________________
Date
/s/ J. Carlo Cannell
____________________________
Signature
J. Carlo Cannell
____________________________
Name/Title
CANNELL CAPITAL LLC
/s/ J. Carlo Cannell
____________________________
Signature
J. Carlo Cannell, Managing Member
____________________________
Name/Title
____________________________________________________________________
Exhibit 1
October 9, 2013
Mr. Ronald Aprahamian
Chairman of the Board
Hooper Holmes, Inc.
170 Mt. Airy Road
Basking Ridge, NJ 07920
Dear Mr. Aprahamian,
Cannell Capital LLC ("CC") writes today with several suggestions and comments
for Hooper Holmes, Inc. ("HH"), the common equity of which CC, or accounts
managed by CC, owns 14.2% as of September 30, 2013.
First, in our opinion, the size and remuneration of the Board of Directors
("BOD") is too large. The $73,000 to $104,000 each non-executive member has
received per annum as the stock price has slid from $17.43 in April 2000 to
$0.36 in August 2013 is galling. We estimate aggregate cash compensation of
$1.0 million for its six directors. That is simply not reasonable (see
Exhibit "A" enclosed). Given the pro forma size following the divestiture
of Portamedic, which we reckon should decrease revenues 60%, we call for the
removal of Elaine Rigolosi for two reasons (i) as Chair of the Compensation
Committee she is culpable for the egregiousness of compensation over her 25
terms; (ii) she is in our opinion less qualified than other new members of
the Board.
Second, the BOD should "downgrade" the auditor of HH. The $593,000 that KPMG
LLP received last year is excessive given the current manifestation of HH.
As part and parcel of this downgrade we call for the BOD to effect a reverse
stock split sufficient - amongst other measures - to effect in a Form 15
filing a notice of its intent to "go dark." (Here is list of pros and cons
for which we suggest for illustrative purposes:
http://www.andrewskurth.com/pressroom-publications-126.html ).
Lastly, we wish to congratulate HH for negotiating the sale of Portamedic.
Our 2015 forecast of the Health & Wellness segment, now unencumbered by the
Portamedic "cancer", is as follows:
(FY Dec, $ Million) Good Great
Health & Wellness Growth 20% 25%
Revenue $72 $78
Net Income 2 4
We are gratified by the recent progress. We think the current pro forma
enterprise value of $12 million is a paltry price to pay for a growing and
good margin business, now liberated from the musty legacy business. Combined
with continued and robust reduction of superfluous expenses, we believe this
"phoenix" could yield over $8 million in cash flow from operations in the next
couple of years. This would imply an attractive high-double-digit-percent
return should a strategic buyer become interested in this growing niche - an
outcome for which we both foretell and hope.
Sincerely,
/s/
J. Carlo Cannell
Managing Member
Exhibit "A"
We estimate the total cash compensation to members of the Board of Hooper Holmes
in 2013, using 2012 data when available, as follows:
Cash Bonus Total
Ronald V. Aprahamian $85,833 -
Larry Ferguson $100,667 -
Dr. Elaine Rigolosi $70,250 -
Thomas A. Watford $72,750 -
Gus D. Halas $88,500 -
Henry E. Dubois $375,000 $187,500
Total $793,000 $187,500 $980,500