8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 10, 2010

Hooper Holmes, Inc.

(Exact name of registrant as specified in charter)

New York	1-9972	22-1659359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

170 Mt. Airy Road, Basking Ridge, New Jersey 07920

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code   (908) 766-5000

Not Applicable

(Former names or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2010, Hooper Holmes, Inc. (the “Company”) issued a press release announcing that its Board of Directors has appointed Mr. Ransom J. Parker as the Company’s President and Chief Executive Officer, as well as a member of the Company’s Board of Directors, effective September 15, 2010. The Company also announced the resignation of Mr. Roy H. Bubbs as the Company’s President and Chief Executive Officer and as a director of the Company, effective September 10, 2010.  Mr. Bubbs notified the Company of his resignation by letter dated September 10, 2010, which cited no disagreements with the Company regarding the Company's operations, policies or practices.  A copy of the press release regarding the appointment of Mr. Parker and the resignation of Mr. Bubbs has been furni shed as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Parker, age 60, has been an independent consultant and principal at Cerulean Advisors since September 2008, where he provided strategic, financial and operating advisory services for companies in the healthcare IT, medical device and life sciences industries.  From July 1998 to May 2008, Mr. Parker was a general partner of RedShift Ventures, a venture capital company focused on early-stage software and services, microelectronics and communications companies.  From 1996 to 1998, Mr. Parker was a vice president at Multimedia Medical Systems, Inc., and from 1989 to 1996, Mr. Parker was president, chief operating officer and a director of the hospital information systems division of The Compucare Company (QuadraMed Corporation), a healthcare information technology company.  Previously, Mr. Parker held manage ment positions with Shared Medical Systems Corporation, with Technicon Data Systems, and with Compucare, Inc.  Mr. Parker served as a director of several privately-held companies in the past five years, including Blue Ridge Networks, Inc., Converged Access, Inc., Imaginova, Inc., Midas Vision Systems, Inc., Novariant, Inc., Privaris, Inc., Telarix, Inc., and Xytrans, Inc.  He received an M.H.A. degree in Healthcare Administration from The George Washington University and a B.S. degree in Biological Sciences from Fairleigh Dickinson University.

Mr. Parker’s offer letter provides that he will be paid a base salary of $400,000 per annum and that he will be entitled to receive a bonus award targeted at $200,000, and ranging up to $400,000, payable after one year of employment, based upon his achieving mutually agreed upon performance measures approved by the Company’s Board.  In addition, Mr. Parker's offer letter provides that he will be granted, on his hire date, options to purchase 1,000,000 shares of the Company's common stock under the Company’s 2008 Omnibus Employee Incentive Plan.  The exercise price of his options is $0.58 per share (equal to the fair market value of the Company's common stock on the date of the grant) and the options will vest 25% on each of the second through fifth anniversaries of the date of grant.  Other benefits described in Mr. Parker’s offer letter include the use of a Company-leased leased automobile and the right to participate in the Company’s health, dental, life, long-term disability insurance, 401(k) and paid time off plans as well as the Company’s Relocation Assistance Program.  Mr. Parker’s offer letter also provides that he will be offered a two-year Employment Agreement, which shall be automatically renewable for an additional one year unless earlier terminated in accordance with its terms, and an Executive Change-in-Control Agreement which provides for certain post-termination compensation and benefits should the Company experience a qualified change-in-control event.

The description above is a summary of Mr. Parker's offer letter and is qualified in its entirety by the offer letter which is filed as Exhibit 99.2 to this Current Report on Form 8-K.

In connection with the resignation of Mr. Bubbs, the Company has agreed to treat such resignation as a termination by Mr. Bubbs for “good reason” under the Employment Agreement, dated as of April 4, 2008, between the Company and Mr. Bubbs.  In accordance with the Employment Agreement, and provided the conditions set forth in the Employment Agreement are met, Mr. Bubbs will receive a lump sum payment equal to the amount of his current base salary that would have been payable for a one-year period, plus the value of his unused vacation time.  This payment is expected to be $528,846 (before taxes and other withholdings). In addition, Mr. Bubbs will be entitled to receive from the Company his annual health care and automobile allowances of $7,200 and $8,400, respectively (payable in installments over the next year), and will be eligible to continue his participation in other Company benefit plans for a period of one year.  Mr. Bubbs will remain subject to the non-competition and non-solicitation provisions set forth in his Employment Agreement.

Item 7.01.  Regulation FD Disclosure.

On September 16, 2010, the Company issued a press release announcing Mr. Parker’s appointment and Mr. Bubbs’s resignation described in Item 5.02.  A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information under this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number                                Exhibit Description

99.1                      Press Release, dated September 16, 2010.

99.2                      Offer Letter to Ransom J. Parker, dated September 13, 2010.

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 hereunto duly authorized.

Hooper Holmes, Inc.

Date:           September 16, 2010                                                           By: /s/ Mark Rosenblum

Mark Rosenblum

Senior Vice President,

General Counsel

EX-99.1

News Release

For further information:

Hooper Holmes

Burt R. Wolder

Senior Vice President

(908) 953-6249

Investors: Andrew Berger

S.M. Berger & Company

(216) 464-6400

Hooper Holmes Appoints Ransom J. Parker President and CEO

BASKING RIDGE, N.J., THURSDAY, SEPTEMBER 16, 2010 -- Hooper Holmes (NYSE Amex:HH) today announced the appointment of Ransom J. Parker as President and Chief Executive Officer and a member of the Company’s Board of Directors.

Mr. Parker has been a senior executive, director and private equity investor in healthcare and technology companies for more than 30 years.  In his most recent position as principal of Cerulean Advisors he has provided strategic, financial and operations guidance to healthcare IT, medical device and life science companies.  From 1998 to 2008 he served as general partner of Redshift Ventures, where his contributions included corporate governance, strategic planning, capitalization and management development in over a dozen companies as an investor and director.

Mr. Parker’s leadership positions with healthcare IT companies include The Compucare Company, where he served as President and Chief Operating Officer, Shared Medical Systems Corporation, and Technicon Data Systems.  During this phase of his career he focused on developing and implementing growth strategies, corporate sales, account management, business development, product planning, financial management and synergistic acquisitions.

“We are excited about what this means for our customers, our employees and our shareholders,” said Larry Ferguson, Chairman of the Board of Hooper Holmes.  “Ransom Parker has a track record of success in the three areas most crucial to our business. His operations and management experience will accelerate the increased efficiency that we have achieved in recent quarters.  He is a seasoned sales and marketing leader who will enhance and expand our commitment to serving our insurance industry customers.  And his background in healthcare and IT positions him perfectly to lead the Company’s continued growth in new markets beyond life insurance.”

“I am honored and excited to lead Hooper Holmes at this important time in its history,” said Ransom Parker.  “I believe through solid execution and focus on improving the quality and timeliness of our services to all of our clients we can reinvigorate our operating performance and return the Company to a growth trajectory. We will review every aspect of our strategy as we intend to lead Hooper Holmes to the forefront of our industries and create long-term value for our customers, employees and shareholders.”

Mr. Parker received a MHA in Healthcare Management from The George Washington University and a BS degree in Biological Sciences from Fairleigh Dickinson University.

Mr. Parker’s appointment follows the resignation for personal reasons of Roy H. Bubbs from his positions as the President and Chief Executive Officer of the Company and as a member of the Company's Board of Directors, effective September 10, 2010.

About Hooper Holmes

Hooper Holmes is a leader in collecting personal health data and transforming it into useful information, enabling customers to take actions that manage or reduce their risks and expenses.  With presence in hundreds of markets and a network of thousands of examiners, Hooper Holmes can arrange a medical exam anywhere in the U.S. and deliver the results to its customers.

Hooper Holmes has four divisions.  Portamedic provides a wide range of medical exam services nationwide.  Heritage Labs tests millions of samples annually and helps life insurers improve underwriting performance by better applying the predictive powers of today’s tests.  Hooper Holmes Health & Wellness provides a complete service for wellness, disease management, and managed care companies including scheduling support, fulfillment of supplies, blood collection kits, medical screenings, lab testing and data transmission.  Hooper Ho lmes Services reduces the insurance sales cycle through integrated data collection, tele-interviewing and underwriting services.

This press release contains “forward-looking” statements, as such term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on the Company’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions.  Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, these forward-looking statements are our ability to successfully implement our business strategy; uncertainty as to our working capital requirements over the next 12 to 24 months; our ability to maintain compliance with the financial covenant in our credit facility; our expectations regarding our operating cash flows; and the rate of life insurance application ac tivity. Additional information about these and other factors that could affect the Company’s business is set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on March 12, 2010.  The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release to reflect the occurrence of unanticipated events, except as required by law.

# # #

EX-99.2

September 13, 2010

Mr. Ransom J. Parker

12000 Market Street, # 151

Reston, VA 20190

RE:  Hooper Holmes, Inc. President & Chief Executive Officer position

Dear Randy,

Hooper Holmes, Inc. (the “Company”) is pleased to make an offer to employ you as President & Chief Executive Officer, which is based upon the following terms and conditions of full-time employment:

·   A base salary of $400,000 per annum, with an effective start date of September 15, 2010.

·   A bonus award Targeted at $200,000 and ranging up to $400,000, payable after one year of employment, based upon achieving mutually agreed upon performance measures approved by the Board of Directors.

·   The Board of Directors will grant you a Hooper Holmes Stock Option award of 1,000,000 Hooper Holmes shares on your date of hire. This award, vesting period and Stock Options Agreement will be subject to the usual terms and conditions of the 2008 Omnibus Employee Incentive Plan.

·   An Employment Agreement that will commence on the agreed upon effective date and shall continue until the second anniversary of the effective date or the termination of your employment as provided in the terms and conditions of this Agreement, which ever shall occur first. This Agreement will automatically renew for a one-year term upon its initial expiration, unless your employment with the Company has been terminated prior to the second anniversary of the effective date.

·   An Executive Change-in-Control Agreement, which subject to the terms and conditions of the Agreement contains certain post-termination compensation and employee benefits provisions should the Company experience a qualified change-in-control event.

·   A Company leased automobile will be provided for your use after you are hired in accordance with the terms and conditions of the Company’s Executive Officer Company Car Policy.

·   Other standard Company benefits will be offered to you that are provided to our full-time employees including group health, dental, life and long-term disability insurance, 401(k) and the ability to accrue 27 days of Paid Time Off (PTO) per calendar year. Please note that these and other employee benefits are subject to the terms and conditions of the respective Company policy, eligibility waiting periods and Plan provisions that govern each benefit. The Company does reserve the right to amend any of these employee benefit plans at any time.

Ransom J. Parker Employment Offer Letter continued……….page 2 of 2

·   This position is domiciled in the Company’s Corporate Office site in Basking Ridge, NJ. Accordingly you will be offered the opportunity to participate in the Company’s Relocation Assistance Program, provided such participation is used to secure a permanent residence within a reasonable commuting distance from the Corporate Office and subject to your continued employment with the Company. The terms and conditions of your Relocation Assistance Agreement will be mutually agreed upon and arranged with you as approved by the Board of Directors shortly after you are hired.

·   This letter of offer is also contingent upon you satisfactorily passing the Company’s required criminal, credit and education background checks.

We look forward to having you join our Company Randy. If you are in full agreement with the above terms and conditions of employment, please sign below and return one copy to both of us via email as soon as possible. Once an agreement has been reached, we will have Richard D’Alesandro, our Senior Vice President of Human Resources reach out to you to complete all the outstanding human resources aspects of the recruiting process.

If you should have any additional questions, please do not hesitate to contact either of us for assistance.

Sincerely,

By: /s/ Larry Ferguson                                                                           By: /s/ Elaine L. Rigolosi

Larry Ferguson                                                                                        Elaine L. Rigolosi

Chairman of the Board                                                                           Chair, Compensation Committee

Accepted:

By: /s/ Ransom J. Parker

Ransom J. Parker