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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Hooper Holmes Inc.
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(Name of Registrant as Specified In Its Charter)
Hooper Holmes Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF HOOPER HOLMES APPEARS HERE]
HOOPER HOLMES, INC.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders of
Hooper Holmes, Inc., to be held on February __, 1998 at 11:00 a.m. local time,
at the Company's headquarters in Basking Ridge, New Jersey.
The Notice of Special Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting. Whether or not you plan to attend the
meeting in person, it is important that your shares be represented and voted.
After reading the Notice of Special Meeting and Proxy Statement, please
complete, sign, date and return your proxy in the envelope provided.
On behalf of the Officers and Directors of Hooper Holmes, Inc., I wish to
thank you for your interest in the Company and I hope that you will be able to
attend our Meeting.
For the Board of Directors,
/s/ James M. McNamee
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James M. McNamee
Chairman, President and
Chief Executive Officer
January , 1998
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HOOPER HOLMES, INC.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held February , 1998
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NOTICE IS HEREBY GIVEN that a Special Meeting (the "Special Meeting") of
Shareholders of Hooper Holmes, Inc., a New York corporation (the "Company"),
will be held on February , 1998 at 11:00 a.m. local time, at the Company's
headquarters in Basking Ridge, New Jersey, for the following purposes:
1. To consider and act upon a proposal to amend the Certificate of
Incorporation to increase the amount of authorized Common Stock, par value $.04
per share, from 20,000,000 shares to 80,000,000 shares.
2. To transact such other business as may properly come before the
Special Meeting and any adjournment thereof.
Holders of record of the Company's common stock, par value $.04 per share
(the "Common Stock"), as of the close of business on January , 1998, the record
date fixed by the Board of Directors for such purpose (the "Record Date"), are
entitled to notice of, and to vote at, the Special Meeting and any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Robert William Jewett
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Robert William Jewett
Secretary
January , 1998
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Please sign the enclosed proxy and return it promptly in the envelope enclosed
which requires no postage if mailed in the United States.
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HOOPER HOLMES, INC.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
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PROXY STATEMENT
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INTRODUCTION
The enclosed proxy is solicited by the Board of Directors of Hooper Holmes,
Inc., (the "Company") for use at a Special Meeting of Shareholders to be held on
February _____, 1998.
This proxy statement and form of proxy were first sent to shareholders on or
about the date stated in the accompanying Notice of Special Meeting of
Shareholders.
Only shareholders of record as of the Record Date are entitled to vote at the
meeting and any adjournments thereof. As of that date, ______ shares of Common
Stock of the Company were issued and outstanding. Each share outstanding as of
the record date will be entitled to one vote, and shareholders may vote in
person or by proxy. Execution of a proxy will not in any way affect a
shareholder's right to attend the meeting and vote in person. Any shareholder
giving a proxy has the right to revoke it at any time before it is voted by
providing written notice to the Secretary of the Company or by submitting
another proxy bearing a later date. In addition, shareholders attending the
meeting may revoke their proxies at any time prior to the time such proxies are
exercised.
The presence in person or by proxy of the holders of a majority of the votes
entitled to be cast at the meeting will constitute a quorum. Abstentions and
withhold-authority votes all count as votes entitled to be cast for the purpose
of determining a quorum, but broker non-votes do not. Votes cast with respect to
a proposal include votes for or against, but do not include broker non-votes,
abstentions or withheld-authority votes.
The Amendment to the Company's Certificate of Incorporation will be approved
if a majority of all outstanding shares entitled to vote are cast in favor of
approval. For this purpose, broker non-votes and abstentions have the same
effect as a vote against.
All properly executed proxies returned in time to be cast at the meeting, if
no contrary instruction is indicated, will be voted FOR approval of the
Amendment to the Certificate of Incorporation.
The solicitation of proxies will be made primarily by mail. Proxies may also
be solicited personally and by telephone or telegraph by regular employees of
the Company, without any additional remuneration and at minimal cost.
1
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Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of October 31, 1997, the beneficial
ownership of the Company's issued and outstanding Common Stock (on the basis of
13,920,714 shares outstanding), including the stock ownership of each person
who, to the Company's knowledge, owns over 5% of the Company's outstanding
Common Stock, each of the directors of the Company, each of the highest paid
executive officers of the Company, and all directors and officers of the Company
as a group, and the percentage which the shares owned constitute of the total
shares outstanding.
<TABLE>
<CAPTION>
Amount & Nature Percent of Class
of Beneficial (based on # of
Name, Position & Address Ownership of shares outstanding
of Beneficial Owners Common Stock (1) 10/31/97)
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<S> <C> <C>
The TCW Group, Inc. 940,000 (2) 6.75%
865 South Figueroa Street
Los Angeles, CA 90017
and
Robert Day
200 Park Avenue, Suite 2200
New York, NY 10166
Dimensional Fund Advisors, Inc. 800,100 (3) 5.74%
1299 Ocean Avenue
Santa Monica, CA 90401
Mellon Bank Corporation 684,000 (4) 4.91%
One Mellon Bank Center
Pittsburgh, PA 15258
Directors
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G. Earle Wight 378,182 (5) 2.71%
John E. Nolan, Jr. 10,000 .07%
Kenneth R. Rossano 398,188 (6) 2.86%
James M. McNamee 501,604 (7) 3.60%
</TABLE>
2
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<TABLE>
<CAPTION>
Amount & Nature Percent of Class
of Beneficial (based on # of
Name, Position & Address Ownership of shares outstanding
of Beneficial Owners Common Stock (1) 10/31/97)
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<S> <C> <C>
Directors (Continued)
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Quentin J. Kennedy 7,000 .05%
Elaine La Monica Rigolosi 2,100(8) .01%
Benjamin A. Currier 4,700 .03%
Other Most Highly Paid
Executive Officers
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Paul W. Kolacki 68,974(9) .49%
Fred Lash 65,584(10) .47%
Robert William Jewett 15,404(11) .11%
All officers and directors
as a group (11 total) 1,483,600(12) 10.65%
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</TABLE>
(1) Includes shares, if any, held by or for a spouse or minor children or as a
trustee. Unless otherwise indicated, the director, officer or 5% stockholder
possesses sole investment and voting power in respect of these shares.
(2) The TWC Group, Inc. ("TWC"), a parent holding company, and Robert Day, an
individual who may be deemed to control TWC, filed a joint statement on
Schedule 13G dated February 12, 1997, disclosing that on December 31, 1996
they beneficially owned 470,000 shares of Common Stock of the Company,
representing approximately 7% of the Common Stock. (Following the Company's
2-for-1 stock split effective August 22, 1997, such share ownership would
have increased to 940,000 shares of Common Stock, assuming no additional
purchases or sales have been made.) On the Schedule 13G, TWC and Robert Day
certify that the shares of Common Stock were not acquired for the purpose
of, and do not have the effect of changing or influencing the control of the
Company and were not acquired in connection with, or as a participant in,
any transaction having such a purpose or effect.
(3) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, filed a statement on Schedule 13G dated February 5, 1997,
disclosing that on December 31, 1996, it beneficially owned 400,050 shares
of Common Stock of the Company, representing approximately 6% of the Common
Stock. (Following the Company's 2-for-1 stock split effective August 22,
1997, such share ownership would have increased to 800,100 shares of Common
Stock, assuming no additional purchases or sales have been made.) Such
shares are held in portfolios of DFA Investment Dimensions Group, Inc., a
registered open-end investment company, or in a series of the DFA Investment
Trust Company, a Delaware Business Trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager. In the
Schedule 13G, Dimensional certifies that the shares of Common Stock were not
acquired for the purpose of, and do not have the effect of changing or
influencing the control of the Company and were not acquired in connection
with, or as a participant in, any transaction having such a purpose or
effect.
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(4) Mellon Bank Corporation ("Mellon"), a parent holding company, filed a
statement on Schedule 13G dated February 12, 1997, disclosing that on
December 31, 1996, it beneficially owned 342,000 shares, representing
approximately 5% of Common Stock of the Company. (Following the Company's
2-for-1 stock split effective August 22, 1997, such share ownership would
have increased to 684,000 shares of Common Stock, assuming no additional
purchases or sales have been made.) Such shares are held in portfolios of
The Dreyfus Corporation, a registered investment advisor and a subsidiary
of Mellon and Mellon Bank, N.A., a bank subsidiary of Mellon. In the
Schedule 13G, Mellon certifies that the shares of Common Stock were not
acquired for the purpose of, and do not have the effect of changing or
influencing the control of the Company and were not acquired in connection
with, or as a participant in, any transaction having such a purpose or
effect.
(5) Includes 280,286 shares held by the Lucile K. Wight Trust, of which Mr.
Wight is trustee with sole voting and dipositive power, and 88,590 shares
held by 874367 Ontario, Inc., a corporation of which Mr. Wight and his
spouse Sonia are sole shareholders.
(6) Includes 128,363 shares held by Mr. Rossano's spouse, Cynthia, and 249,301
shares held by The Cynthia W. Rossano 1991 Trust, of which Mr. and Mrs.
Rossano are trustees with sole voting and dispositive power.
(7) Includes 122,302 shares held by Mr. McNamee and his spouse Patricia as
joint tenants, 23,020 shares held by Mr. McNamee's spouse, Patricia, 3,532
shares held by Mr. McNamee's spouse Patricia as custodian for Sean McNamee,
their minor child, and 18,000 shares held by the Trust under the will of
Eileen Rooney FBO Kevin Rooney, of which Mr. McNamee is Trustee with sole
voting and dispositive power. Also includes 334,750 shares underlying
currently exercisable options.
(8) Includes 900 shares held by Ms. Rigolosi's spouse, Robert.
(9) Includes 800 shares held by Mr. Kolacki and his spouse, Sandra, as joint
tenants. Also includes 65,500 shares underlying currently exercisable
options.
(10) Includes 600 shares held by Mr. Lash and his spouse, Suzanne, as joint
tenants. Also includes 64,150 shares underlying currently exercisable
options.
(11) Includes 13,300 shares underlying currently exercisable options.
(12) Includes shares owned individually by each officer and director in the
group as well as shares indirectly owned by such persons as trustee of
various trusts; however, where more than one officer or director is a
trustee of the same trust, the total number of shares owned by such trust
is counted only once in determining the amount owned by all officers and
directors as a group. Also includes 508,400 shares underlying currently
exercisable options.
Amendment to the Certificate of Incorporation
Proposed Amendment
At the Special Meeting, the shareholders are being requested to approve an
amendment to the Company's Certificate of Incorporation for the purpose of
increasing the total number of shares of Common Stock the Company is authorized
to issue. The Company's current Amended Certificate of Incorporation (the
"Certificate") authorizes the Company to issue 20,000,000 shares of Common
Stock. On October 28, 1997, the Board of Directors authorized an amendment to
the Certificate to increase the authorized number of shares of Common Stock to
80,000,000 shares.
4
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Reasons for the Amendment
On August 22, 1997, the Company effected a 2-for-1 stock split that
resulted in the issuance of one additional share of Common Stock for every share
of Common Stock outstanding. The Company utilized 6,923,582 shares of Common
Stock in order to effect that stock split. Immediately following the stock
split, approximately 2,807,000 shares of Common Stock were authorized but
unissued (and unreserved), 13,920,714 shares were issued and outstanding,
2,188,316 shares were reserved for issuance upon exercise of outstanding
options, and 1,083,464 shares were reserved for issuance upon exercise of
outstanding options which may in the future be granted pursuant to the Company's
stock option plans. In addition, pursuant to the Company's Stockholder Rights
Plan adopted in 1990, (as amended), the Board of Directors declared a dividend
in April of 1990 of one Common Share Right for each outstanding share of Common
Stock distributable on April 2, 1990. If the increase in authorized shares is
approved, there will be approximately 62,807,000 authorized but unissued (and
unreserved) shares available for future utilization.
The principal purpose of the proposed amendment to the Certificate is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determines that it is necessary or appropriate to raise
additional capital through the sale of securities, to grant options or other
stock incentives to the Company's employees, to acquire another company or its
business or assets, to seek to establish a strategic relationship with a
corporate partner or to permit a future stock dividend or stock split. The
additional shares will also be available in the event Common Share Rights are
exercised pursuant to the Stockholder Rights Plan. The increase in the
authorized shares of capital stock is not being proposed because of any specific
contemplated acquisition, nor does the Company have any present plans to raise
additional capital or to split its Common Stock or declare a stock dividend. The
Board of Directors believes that having the authority to issue additional shares
of Common Stock will avoid the possible delay and expense of calling a special
meeting of shareholders for this purpose at or near the time the Company may
have a use for such shares.
This amendment is not being proposed as a means of preventing a change in
control or takeover of the Company. However, the Board of Directors could issue
the additional shares to dilute the stock ownership and voting power of persons
seeking to obtain control of the Company, and the additional authorized shares
could be issued to purchasers who would support the Board of Directors in
opposing a takeover proposal. The existence of the additional authorized shares
could have the effect of defeating or discouraging proposals for the acquisition
of the Company which some or a majority of shareholders might deem advantageous.
No shareholder is entitled to any preemptive rights with respect to the
Company's Common Stock. If the amendment is approved by shareholders, no further
vote of the shareholders will be required prior to the Company's issuance of
Common Stock in accordance with the Company's Certificate of Incorporation, as
amended, except as may be required by applicable law. Although the increase in
authorized shares of Common Stock will not by itself be dilutive to current
shareholders, any issuance of such Common Stock may dilute the then current
ownership percentage of shareholders.
Text of Amendment
Under the proposed amendment, Article Fourth of the Certificate of
Incorporation would be amended as follows:
"FOURTH: The aggregate number of shares which the corporation shall have
the authority to issue is 80,000,000 shares, all of which shall be
designated common shares with a par value of $0.04 each."
5
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If the proposed amendment is approved, the Company intends to file the
amendment to the Certificate of Incorporation with the Secretary of State of New
York as soon as is reasonably practicable after such approval is obtained.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF THE
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
Shareholder Proposals for the 1998 Annual Meeting
Proposals of shareholders intended for inclusion in the Proxy Statement for
the Annual Meeting of Shareholders to be held in 1998, must be received at the
Company's executive offices not later than December 25, 1997. Proponents should
submit their proposals by Certified Mail -- Return Receipt Requested.
Solicitation of Proxies
The solicitation of proxies will be made primarily by mail. Proxies may
also be solicited personally and by telephone or telegraph by regular employees
of the Company, without any additional remuneration and at minimal cost.
BY ORDER OF THE BOARD OF DIRECTORS
HOOPER HOLMES, INC.
/s/ Robert William Jewett
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Robert William Jewett
Secretary
January __, 1998
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[X]Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR proposal 1.
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The Board of Directors recommends a vote FOR proposal 1.
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FOR AGAINST ABSTAIN
1.Approval of [_] [_] [_] 2.In their discretion, upon other
Amendment matters as may properly come
to Certificate before the meeting or any
of Incorporation. adjournment(s) thereof.
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SIGNATURE(S) DATE
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NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
The signer hereby revokes all proxies heretofore given by the signer to vote
at said meeting or any adjournments thereof.
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PROXY
HOOPER HOLMES, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for Special Meeting, February , 1998
The undersigned hereby constitutes and appoints James M. McNamee and Robert
William Jewett and each of them, the true and lawful attorneys, agents and
proxies of the undersigned, with full power of substitution, to vote with
respect to all the shares of Common Stock of Hooper Holmes, Inc., standing in
the name of the undersigned at the close of business on January 9, 1998, at the
Special Meeting of Shareholders and all adjournments thereof, with all powers
that the undersigned would possess if personally present.
(Change of address)
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You are encouraged to specify your choice by marking the appropriate box, SEE
REVERSE SIDE, but you need not mark any box if you wish to vote in accordance
with the Board of Director's recommendations. The Proxy Committee cannot vote
your shares unless you sign and return this card.
SEE REVERSE
SIDE
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