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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 23, 2000
Hooper Holmes, Inc.
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(Exact name of registrant as specified in charter)
New York 1-9972 22-1659359
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
170 Mt. Airy Road, Basking Ridge, New Jersey 07920
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(Address of principal executive officers) (zip)
Registrant's telephone number, including area code 908/766-5000
None
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(Former names or former address, if change since last report.)
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FORM 8-K
Item 5. Other Events
On May 23, 2000, the Board of Directors of the Company adopted a Rights
Agreement ("Rights Agreement") to replace the Company's current Rights Agreement
which expires on June 16, 2000. The Board of Directors declared a dividend of
one Common Share Purchase Right on each outstanding share of the Company's
Common Stock. The dividend is distributable on June 30, 2000 to shareholders of
record on June 16, 2000.
The Rights Agreement was not adopted in response to any known effort to
acquire control of the Company. Rather, the Rights Agreement was adopted in an
effort to ensure that all of the Company's shareholders are treated fairly in
the event an attempt is made to take over the Company without paying all
shareholders a full and fair price for all of their shares.
Until a person or group acquires 20% or more of the Company's Common Stock
or announces a tender or exchange offer to acquire a 30% or more of the
Company's Common Stock (other than a Permitted Offer), the Rights will be
evidenced by the Common Stock certificates, will automatically trade with the
Common Stock and will not be exercisable. Thereafter, separate Rights
certificates will be distributed. If (i) any person or group acquires 20% or
more of the Company's Common Stock (other than by a tender offer for all shares
which the Company's Board of Directors determines to be in the best interests of
the Company and its shareholders, or by an inadvertent acquisition after which
such person or group promptly divests a sufficient number of shares so that such
person's ownership is less than 20%) or (ii) the Company is involved in a merger
or other business combination or sells more than 50% of its assets or earning
power, each Right (other than Rights beneficially owned by 20% or more
shareholders or certain transferees thereof, which Rights become void) will
entitle the holder, upon payment of the exercise price of $100 (as adjusted), to
buy a number of shares of Common Stock of the Company or of the acquiring
company having a market value of twice the exercise price. If any person or
group acquires between 20% and 50% of the Company's Common Stock, the Company's
Board of Directors may, at its option, exchange each Right for a share of
Company Common Stock.
The Rights Agreement will expire on June 15, 2010. In addition, the Rights
may be redeemed for $0.01 per Right on or prior to the tenth day after any
person or group acquires 20% or more of the Company's Common Stock, thus
clearing the way for an acquisition which the Board believes to be in the best
interests of the Company and its shareholders.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.1 Rights Agreement dated as of June 16, 2000 between Hooper
Holmes, Inc. and First City Transfer Company as Rights Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hooper Holmes, Inc.
By: /s/ Robert William Jewett
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Robert William Jewett
Senior Vice President,
General Counsel & Secretary
Date: June 5, 2000
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Rights Agreement dated June 16, 2000 between Hooper
Holmes, Inc. and First City Transfer Company as Rights
Agent.
