<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1998.
Registration No. 333-57769
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMMENDMENT NUMBER 1 TO
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
HOOPER HOLMES, INC.
(Exact name of registrant as specified in this charter)
New York 22-1659359
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization.)
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
(908) 766-5000
(Address, including zip code, and telephone number of
Principal Executive Offices)
--------------------------------------------------
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)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement. If the only
securities being registered on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with the dividend or
interest reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities Registered Offering Price Aggregate Offering Registration Fee
to be Registered Per Unit Price
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 $23.3125 (1) $11,656,250 (1) $3,438.59 (1)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457, based upon the average of the high and low
sales prices of the common stock of the registrant as reported on the American
Stock Exchange on June 23, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
----------------------
<PAGE>
PROSPECTUS
- ----------
HOOPER HOLMES, INC.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
(908) 766-5000
-------------------------------------
500,000 Shares
of Common Stock
($.04 Par Value)
-------------------------------------
The 500,000 shares of common stock, $.04 par value per share (the "Common
Stock"), of Hooper Holmes, Inc. (the "Company") covered by this Prospectus are
being offered by certain shareholders of the Company (the "Selling
Shareholders") in connection with the exercise of options granted or to be
granted under the Hooper Holmes, Inc. 1997 Director Option Plan and the Hooper
Holmes, Inc. 1997 CEO Stock Option Agreement (collectively, the "Plans"). No
part of the proceeds of the sale of the shares of Common Stock will be received
by the Company. This Prospectus also covers such additional shares that may be
issued upon the exercise of options pursuant to the Plans' anti-dilution
provisions, in the event of a stock dividend, split-up, recapitalization,
reorganization or similar change in the Common Stock.
The Company's Common Stock is traded on the American Stock Exchange under the
symbol "HH". On July 22, 1998, the closing price per share of the Common Stock,
as reported on the American Stock Exchange, was $23.50 per share.
The Selling Shareholders have advised the Company that they propose to offer,
from time to time, all or part of the shares of Common Stock on the American
Stock Exchange in ordinary brokerage transactions, in negotiated transactions,
or otherwise, at such prices and on such terms as may be obtainable and
satisfactory to such Selling Shareholders. No underwriting discounts or
commissions will be paid other than normal brokerage commissions and fees which
will be payable by the Selling Shareholders. All expenses of registration
incurred in connection with this offering will be borne by the Company. No sales
or distributions other than as described herein will be effected until this
Prospectus shall have been appropriately amended or supplemented. See "Plan of
Distribution."
- -----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------------
The date of this Prospectus is July ___, 1998
2
<PAGE>
Neither the delivery of this Prospectus nor any sales made hereunder shall under
any circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof. No person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained or incorporated by reference in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy the shares
offered hereby in any jurisdiction in which such offer or solicitation may be
unlawful.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company may be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the American Stock Exchange, Inc., 86 Trinity Place, New York, New
York.
Additional information concerning the Company and the securities offered hereby
is contained in the Registration Statement on Form S-3, of which this Prospectus
is a part, filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus does not contain all of
the information set forth in the Registration Statement and the Exhibits
thereto. Statements made in this Prospectus concerning the contents of the
documents included in the Registration Statement and Exhibits are not
necessarily complete, and such statements are qualified in their entirety by
reference to the copy of the applicable document filed with the Commission.
Copies of the Registration Statement can be inspected at, or obtained at
prescribed rates from, the Public Reference Section of the Commission at the
address set forth above.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-9972) are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1997.
(2) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
(3) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing of the Annual Report on Form 10-K.
(4) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company together with all
amendments or reports filed for the purpose of updating such description.
In addition, all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the shares offered hereby have been sold or which
deregisters all shares 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be supplemented, modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein supplements, modifies or
supersedes such statement. Any such statement so supplemented, modified or
superseded shall not be deemed to constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any beneficial
owner, to whom this Prospectus is delivered, upon written or oral request, a
copy of any and all of the information that has been incorporated herein by
reference, other than exhibits to such documents that are not specifically
incorporated by reference therein. All requests for such information should be
addressed to Robert William Jewett, Secretary, Hooper Holmes, Inc., 170 Mt. Airy
Road, Basking Ridge, New Jersey 07920; telephone (908) 766-5000.
THE COMPANY
The Company, a New York corporation, is the nation's leading provider of
alternate-site health information. Serving all 50 states, the Company's network
of experienced medical professionals conducts physical examinations, testing and
personal health interviews, primarily for the life and health insurance
industry. Information gathered in these activities is used by insurance
underwriters to assess risks and make informed decisions.
The Company's executive offices are located at 170 Mt. Airy Road, Basking Ridge,
New Jersey 07920, and its telephone number is (908) 766-5000.
4
<PAGE>
USE OF PROCEEDS
The Company will not realize any of the proceeds from the sale of the shares of
Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders who are offering the shares of Common Stock pursuant to
this Prospectus are officers and other "control persons" of the Company who have
been granted or may in the future be granted options under the Plans. These
Selling Shareholders obtained the shares of Common Stock offered hereby through
the exercise of such options. Such shares were registered by the Company under
the Securities Act on a Form S-3 Registration Statement filed with the
Commission.
The following table sets forth the name of each Selling Shareholder, the number
of shares of Common Stock beneficially owned by each Selling Shareholder as of
June 26, 1998, the number of shares of Common Stock offered by each such Selling
Shareholder pursuant to this Prospectus, and the number of shares and percentage
of the outstanding Common Stock to be owned by each such person after the
completion of this offering. This information is based upon data supplied to the
Company by each Selling Shareholder.
5
<PAGE>
<TABLE>
<CAPTION>
Selling Shareholder Number of Shares Number of Number of Shares Percentage Owned
Relationship to Beneficially Owned Shares Offered Beneficially Owned After Offering
Company Prior to Offering After Offering
<S> <C> <C> <C> <C>
James M. McNamee (1) 626,939 (3) 200,000 (5) 546,939 (7) 3.82%
Benjamin A. Currier (2) 15,380 (4) 50,000 (6) 5,380 .03%
John E. Nolan (2) 20,000 (4) 50,000 (6) 10,000 .07%
Kenneth R. Rossano (2) 378,188 (4) 50,000 (6) 368,188 2.59%
Quentin J. Kennedy (2) 17,000 (4) 50,000 (6) 7,000 .04%
Elaine L. Rigolosi (2) 12,100 (4) 50,000 (6) 2,100 .01%
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend to
sell all or a portion of the shares of Common Stock offered hereby, from time to
time, on the American Stock Exchange, and that sales will be made at prices
prevailing at the time of such sales. The Selling Shareholders may also make
sales directly, or through a broker or brokers, or in negotiated transactions at
prices and on terms obtainable and satisfactory to such Selling Shareholders.
- ---------------------------
(1) Chairman of the Board, President and Chief Executive Officer.
(2) Director
(3) Includes 456,000 shares underlying currently exercisable options.
(4) Includes 10,000 shares underlying currently exercisable options.
(5) Includes 120,000 shares of options not presently exercisable
but which, when exercised, are registered to be sold pursuant
to this prospectus.
(6) Includes 40,000 shares of options not presently exercisable
but which, when exercised, are registered to be sold pursuant
to this prospectus.
(7) Includes 256,000 shares underlying currently exercisable options.
6
<PAGE>
The Selling Shareholders, and the brokers through whom sales of the shares of
Common Stock are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. In addition, any profits realized by the
Selling Shareholders or such brokers on the sale of such shares may be deemed to
be underwriting commissions.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby will be
passed upon by Steptoe & Johnson LLP, Washington, D.C.
EXPERTS
The consolidated financial statements of Hooper Holmes, Inc. as of December 31,
1997 and 1996, and for each of the years in the three-year period ended December
31, 1997, incorporated by reference herein and in the registration statement, in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and reports on consolidated financial statements of Hooper Holmes,
Inc. issued at future dates, and consents to the use of their report thereon,
such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration fee $ 3,438.59
Legal fees 5,000.00 *
Accounting fees 1,600.00 *
Printing 1,500.00 *
Miscellaneous 461.41 *
-----------
TOTAL $ 12,000.00
-----------
*Estimated
All of the expenses are being paid by the Registrant.
Item 15. 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.
8
<PAGE>
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 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.
Item 16. Exhibits
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 Peat Marwick LLP
24.1 Powers of Attorney (contained on the signature page)
9
<PAGE>
Item 17. Undertakings
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; and
4. That, for purposes of determining any liability under the Securities
Act of 1933, 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.
---- ----
Indemnification
- ---------------
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.
10
<PAGE>
SIGNATURES
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-3 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 July 24, 1998.
HOOPER HOLMES, INC.
By: /s/ James M. McNamee
----------------------------
James M. McNamee
Chairman of the Board,
President and Chief Executive Officer
11
<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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James M. McNamee Chairman of the Board, President, July 24, 1998
- ------------------------------ and Chief Executive Officer
James M. McNamee
/s/ Fred Lash Senior Vice President, July 24, 1998
- ------------------------------ Chief Accounting and Financial
Fred Lash Officer and Treasurer
/s/ G. Earle Wight Senior Vice President and July 24, 1998
- ------------------------------ Director
G. Earle Wight
/s/ Benjamin A. Currier Director July 24, 1998
- ------------------------------
Benjamin A. Currier
- ------------------------------ Director July , 1998
John E. Nolan
/s/ Kenneth R. Rossano Director July 24, 1998
- ------------------------------
Kenneth R. Rossano
/s/ Quentin J. Kennedy Director July 24, 1998
- ------------------------------
Quentin J. Kennedy
/s/ Elaine L. Rigolosi Director July 24, 1998
- ------------------------------
Elaine L. Rigolosi
</TABLE>
12
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
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 Peat Marwick LLP
24.1 Powers of Attorney (included on signature page)
<PAGE>
EXHIBIT 5.1
- -----------
June 26, 1998
Hooper Holmes, Inc.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of 500,000 shares of Common Stock (the "Shares") of Hooper
Holmes, Inc. (the "Company"), of which 300,000 shares are issuable under the
1997 Director Option Plan and 200,000 shares are issuable under the 1997 CEO
Stock Option Agreement, we have examined the Registration Statement on Form S-3
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
The Board of Directors
Hooper Holmes, Inc.
We consent to the use of our report dated February 19, 1998, on the consolidated
financial statements of Hooper Holmes, Inc. and its subsidiaries as of December
31, 1997 and 1996 and for each of the years in the three-year period ended
December 31, 1997, incorporated in the registration statement on Form S-3 by
reference and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
June 26, 1998
