<PAGE>
As filed with the Securities and Exchange Commission on May 30, 1996
Registration No. 33-___________
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. Employee Stock Purchase Plan (1993)
1994 Stock Option Plan of Hooper Holmes, Inc.
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
to be Registered Offering Price Aggregate Offering Fee
Per Unit (2) Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 750,000 (1) $10.75 $8,062,500 $2780.18
Interests in Employee Stock
Purchase Plan (3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
________________
(1) 500,000 of such shares are to be offered and sold pursuant to the 1994
Stock Option Plan and 250,000 shares are to be offered and sold pursuant to
the Employee Stock Purchase Plan (1993).
(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 May 28,
1996, a date within five business days of the date on which this
registration statement is being filed.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Employee Stock Purchase Plan (1993).
1
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
----------------
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 Securities and
Exchange Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
-i-
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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, 1995 (File No. 1-9972).
(b) The Quarterly Report on Form 10-Q of the Company for the Quarter
ended March 31, 1996.
(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.
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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:
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
II - 2
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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. EXEMPTION FROM REGISTRATION CLAIMED
The options presently outstanding under the 1994 Stock Option Plan were
granted only to officers, directors and key employees of the Company.
Accordingly, the Company believes that registration with respect to the grant of
those options was not required pursuant to the exemption afforded by Section
4(2) of the 1933 Act. No shares have been sold pursuant to the Employee Stock
Purchase Plan (1993).
ITEM 8. EXHIBITS
5.1 Opinion of Steptoe & Johnson
10.1 Hooper Holmes, Inc. 1994 Stock Option Plan
10.2 Employee Stock Purchase Plan (1993) of Hooper Holmes, Inc.
23.1 Consent of Steptoe & Johnson (included herein
the opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included herein on pages II-7, 8)
ITEM 9. UNDERTAKINGS
Rule 415 Offering
- -----------------
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.
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Incorporation of subsequent Exchange Act documents by reference
- ---------------------------------------------------------------
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.
---- ----
Form S-8 Registration Statement
- -------------------------------
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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<PAGE>
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 May 30,
1996.
HOOPER HOLMES, INC.
By: /s/ James M. McNamee
--------------------------
James M. McNamee
President and Chief Executive Officer
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<PAGE>
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/ Frederick D. King Chairman of the Board May 29, 1996
---------------------- ---
Frederick D. King
/s/ James M. McNamee President, Chief Executive May 28, 1996
---------------------- Officer and Director
James M. McNamee
/s/ Fred Lash Chief Accounting and Financial May 29, 1996
---------------------- Officer and Treasurer
Fred Lash
/s/ G. Earle Wight Senior Vice President and May 27, 1996
---------------------- Director
G. Earle Wight
/s/ Benjamin A. Currier Director May 27, 1996
----------------------
Benjamin A. Currier
/s/ John E. Nolan, Jr. Director May 25, 1996
----------------------
John E. Nolan, Jr.
II - 7
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/s/ Kenneth R. Rossano Director May 25, 1996
------------------------
Kenneth R. Rossano
/s/ Anne King Sullivan Director May 28, 1996
------------------------
Anne King Sullivan
Director May , 1996
------------------------ ---
Quentin J. Kennedy
/s/ Elaine L. La Monica Director May 28, 1996
------------------------
Elaine L. La Monica
The Plan. Pursuant to the requirements of the Securities Act of 1933,
--------
the Administrative Committee of the Employee Stock Purchase Plan (1993) 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 May 28, 1996.
EMPLOYEE STOCK PURCHASE PLAN (1993)
By: /s/ Anne King Sullivan
-------------------------------
By: /s/ John E. Nolan, Jr.
-------------------------------
By:
-------------------------------
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
5.1 Opinion of Steptoe & Johnson
10.1 Hooper Holmes, Inc. 1994 Stock Option Plan
10.2 Employee Stock Purchase Plan (1993) of Hooper
Holmes, Inc.
23.1 Consent of Steptoe & Johnson (included in the
opinion filed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included on pages II-7, 8).
II - 9
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EXHIBIT 5.1
-----------
May 30, 1996
Hooper Holmes, Inc.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 750,000 shares of Common Stock (the "Shares") of Hooper Holmes, Inc.
(the "Company"), of which 500,000 shares are issuable under the 1994 Stock
Option Plan and 250,000 shares are issuable under the Employee Stock Purchase
Plan (1993), we have examined the Registration Statement on Form S-8 to be filed
by the Company with the Securities and Exchange Commission (the "Registration
Statement"), corporate records, certificates of public officials, and such other
documents as we deemed appropriate or necessary for the purpose of rendering
this opinion.
Based on the foregoing, it is our opinion that the Shares of the Company
covered by the Registration Statement have been duly authorized, and, when
issued, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and to the reference to our firm under the caption "Legal Matters" in
the Prospectus.
Very truly yours,
/s/ Steptoe & Johnson LLP
STEPTOE & JOHNSON LLP
<PAGE>
EXHIBIT 23.2
------------
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
Hooper Holmes, Inc.:
We consent to the use of our reports dated March 4, 1996, incorporated herein by
reference in the Registration Statement on Form S-8 of Hooper Holmes, Inc. on
the consolidated balance sheets of Hooper Holmes, Inc. and subsidiaries as of
December 31, 1995 and 1994 and the related consolidated statements of
operations, stockholders' equity, and cash flows and related schedule for each
of the years in the three-year period ended December 31, 1995, which reports
appear in the December 31, 1995 annual report on Form 10-K of Hooper Holmes,
Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
May 30, 1996
