<PAGE>
As filed with the Securities and Exchange Commission on February 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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 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)
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Robert William Jewett, Esq.
170 Mt. Airy Road
Basking Ridge, NJ 07920
(908) 766-5000
(Name, address and telephone number of Agent for Service)
With a Copy to:
Terence P. Quinn, Esq. Nick H. Varsam, Esq.
Steptoe & Johnson LLP Bryan Cave LLP
1330 Connecticut Avenue NW One Metropolitan Square, Suite 3600
Washington, DC 20036 St. Louis, MO 63102-2750
(202) 429-8167 (314) 259-2000
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, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statements for the same offering. [X] Earlier registration
statement number is 333-94729.
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
of the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Unit Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 287,500 $24.0625(1) $6,917,968.75 $1,827.00
</TABLE>
(1) Estimated pursuant to Rule 457, based upon the average of the high and low
sales prices of the common stock of the registration as reported on the
American Stock Exchange on February 22, 2000.
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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.
STATEMENT PURSUANT TO RULE 462(b)
The contents contained in Registration No. 333-94729 are incorporated by
reference into, and shall be deemed part of, this registration statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
<TABLE>
<C> <S>
1.1 Revised Form of Underwriting Agreement (incorporated by reference to the
Company's registration statement on Form S-3, File No. 333-94729)
2.1 Asset Purchase Agreement (incorporated by reference to Exhibit 99.2 of
the Company's Current Report on Form 8-K filed on September 17, 1999)
2.2 Amendment to Asset Purchase Agreement (incorporated by reference to
Exhibit 2.2 of the Company's Current Report on Form 8-K filed on November
12, 1999)
4.1 Amended and Restated Revolving Credit and Term Loan Agreement
(incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for
the quarter ended September 30, 1999)
4.2 Form of Common Stock Certificate (incorporated by reference to the
Company's registration statement on Form S-3, File No. 333-94729)
5.1 Opinion of Steptoe & Johnson LLP
23.1 Consent of Steptoe & Johnson LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP
23.3 Consent of Ernst & Young LLP
24.1 Powers of Attorney (contained on the signature page)
</TABLE>
II-1
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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 February 24,
2000.
Hooper Holmes, Inc.
/s/ James M. McNamee
By: ______________________________
James M. McNamee
Chairman of the Board,
President and Chief Executive
Officer
II-2
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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 amendments to this Registration Statement, and any and all
documents in connnection 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, February 24,
___________________________________________ President and Chief 2000
James M. McNamee Executive Officer
/s/ Fred Lash Senior Vice President, February 24,
___________________________________________ Chief Accounting and 2000
Fred Lash Financial Officer
Senior Vice President and
___________________________________________ Director
G. Earle Wight
/s/ Benjamin A. Currier Director February 24,
___________________________________________ 2000
Benjamin A. Currier
/s/ John E. Nolan Director February 24,
___________________________________________ 2000
John E. Nolan
Director
___________________________________________
Kenneth R. Rossano
/s/ Quentin J. Kennedy Director February 24,
___________________________________________ 2000
Quentin J. Kennedy
/s/ Elaine L. Rigolosi Director February 24,
___________________________________________ 2000
Elaine L. Rigolosi
</TABLE>
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<C> <S> <C>
1.1 Revised Form of Underwriting Agreement (incorporated by
reference to the Company's registration statement on Form S-3,
File No. 333-94729)
2.1 Asset Purchase Agreement (incorporated by reference to Exhibit
99.2 of the Company's Current Report on Form 8-K filed on
September 17, 1999)
2.2 Amendment to Asset Purchase Agreement (incorporated by reference
to Exhibit 2.2 of the Company's Current Report on Form 8-K filed
on November 12, 1999)
4.1 Amended and Restated Revolving Credit and Term Loan Agreement
(incorporated by reference to Exhibit 10.1 of the Company's Form
10-Q for the quarter ended September 30, 1999)
4.2 Form of Common Stock Certificate (incorporated by reference to
the Company's registration statement on Form S-3, File No. 333-
94729)
5.1 Opinion of Steptoe & Johnson LLP
23.1 Consent of Steptoe & Johnson LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
23.3 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on signature page)
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD OF STEPTOE & JOHNSON LLP]
February 24, 2000
Hooper Holmes, Inc.
170 Mt. Airy Road
Basking Ridge, New Jersey 07920
Re: Registration Statement on Form S-3
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Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of 287,500 additional shares of Common Stock pursuant to Rule
462(b) (the "Shares") of Hooper Holmes, Inc. (the "Company"), 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 legally 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
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Hooper Holmes, Inc.
We consent to the use of our report included herein on the Hooper Holmes,
Inc. consolidated financial statements and to the use of our report
incorporated by reference herein on the paramedical exam business of Choice
Point Inc. statement of direct revenues and direct operating expenses and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Short Hills, New Jersey
February 21, 2000
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EXHIBIT 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Hooper Holmes, Inc.
for the registration of 250,000 shares of its common stock and to the
incorporation by reference therein of our report dated December 10, 1999, with
respect to the financial statements of Paramedical Services of America, Inc.
included in the Current Report on Form 8-K/A of Hooper Holmes, Inc. filed with
the Securities and Exchange Commission on January 14, 2000.
/s/ Ernst & Young LLP
Atlanta, GA
February 22, 2000
