S-8

As filed with the Securities and Exchange Commission on July 13, 2016

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

_________________________

FORM S‑8

REGISTRATION STATEMENTUNDER
THE SECURITIES ACT OF 1933

_________________________

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)
560 N. Rogers Rd.
Olathe, Kansas	66062
(Address of principal executive offices)	(Zip Code)

HOOPER HOLMES, INC.2011 OMNIBUS EMPLOYEE INCENTIVE PLAN
(Full title of the Plan)

Henry E. Dubois

President and Chief Executive Officer

Hooper Holmes, Inc.

560 N. Rogers Rd

Olathe, Kansas 66062

(913) 764-1045

(Name, address and telephone
number of agent for service)

Copy to:

Peter Mirakian III, Esq.

Spencer Fane LLP

1000 Walnut Street, Suite 1400

Kansas City, MO 64106

(816) 474-8100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    [ ]                Accelerated filer         [ ]

Non-accelerated filer     [ ]                Smaller reporting company    [X]

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Common Stock, $0.04 par value	400,000	$1.28	$510,000.00	$51.36

(1)

In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of any stock split, stock dividend, recapitalization or other similar transaction.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low sales prices of Hooper Holmes, Inc. Common Stock as reported on the NYSE MKT on July 7, 2016 (i.e., $1.28).

REGISTRATION OF ADDITIONAL SECURITIES

Hooper Holmes, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 on August 15, 2011 (File No. 333-176309), as amended by Post-Effective Amendment No. 1 filed on May 23, 2014, and a Registration Statement on Form S-8 filed on May 23, 2014 (File No. 333-196231) (collectively, as amended, the “Prior Registration Statement”), relating to shares of the Company’s common stock, par value $0.04 per share (the “Common Stock”), to be offered and sold under the 2011 Omnibus Employee Incentive Plan (as amended, the “Plan”). The contents of the Prior Registration Statement are incorporated by reference in this Registration Statement pursuant to General Instruction E to Form S-8.

Effective June 15, 2016, the Company underwent a 1-for-15 reverse stock split, which had the effect of reducing the total number of the Company’s outstanding shares of Common Stock by a factor of 15. The reverse split also had the effect of dividing by 15 the number of shares subject to outstanding awards, and available for issuance, under the Plan. The Company is hereby registering an additional 400,000 shares of Common Stock, on a post-split basis, issuable under the Plan. Upon the effectiveness of this Registration Statement, the total number of shares of Common Stock registered for issuance under the Plan (inclusive of shares previously issued), will be 633,333. None of the shares of Common Stock being registered under this Registration Statement have been issued prior to the effectiveness of this Registration Statement.

Item 8.    Exhibits.

EXHIBIT NUMBER	DESCRIPTION
4.1	Second Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan. (1)
5.1*	Opinion of Spencer Fane LLP, counsel for the Registrant, as to the legality of the shares of Common Stock being registered on this Registration Statement.
23.1	Consent of Counsel (contained in Exhibit 5.1).
23.2*	Consent of Independent Registered Public Accounting Firm.
24.1*	Power of Attorney (included on the signature page to this Registration Statement).

___________________

* Filed herewith.

(1) Incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on June 8, 2016, filed with the SEC on April 28, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olathe, State of Kansas, on the 13th day of July, 2016.

HOOPER HOLMES, INC.

By:  /s/ Henry E. Dubois        

Henry E. Dubois

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Hooper Holmes, Inc., a New York corporation (the “Corporation”), hereby constitute and appoint Henry E. Dubois and Steven Balthazor and each of them, the true and lawful agents and attorneys‑in‑fact of the undersigned with full power and authority in said agents and attorneys‑in‑fact, and in any one or more of them, to sign for the undersigned and in their respective names as officers and as directors of the Corporation, a Registration Statement on Form S‑8 (or other appropriate form) (the “Registration Statement”) relating to the proposed issuance of Common Stock, par value $0.04 per share, of the Corporation pursuant to options and other awards issued or to be issued under the Second Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan (or any and all amendments, including post‑effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution, hereby ratifying and confirming all that each of said attorneys‑in‑fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S‑8 has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Henry E. Dubois Henry E. Dubois	President and Chief Executive Officer (Principal Executive Officer) and Director	July 13, 2016
/s/ Steven Balthazor Steven Balthazor	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 13, 2016
/s/ Ronald V. Aprahamian Ronald V. Aprahamian	Chairman of the Board	July 13, 2016
/s/ Mark Emkjer Mark Emkjer	Director	July 13, 2016
/s/ Larry Ferguson Larry Ferguson	Director	July 13, 2016
/s/ Gus D. Halas Gus D. Halas	Director	July 13, 2016
/s/ Thomas A. Watford Thomas A. Watford	Director	July 13, 2016

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
4.1	Second Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan. (1)
5.1*	Opinion of Spencer Fane LLP, counsel for the Registrant, as to the legality of the shares of Common Stock being registered on this Registration Statement.
23.1	Consent of Counsel (contained in Exhibit 5.1).
23.2*	Consent of Independent Registered Public Accounting Firm.
24.1*	Power of Attorney (included on the signature page to this Registration Statement).

________________

* Filed herewith.

(1) Incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on June 8, 2016.

EX-5.1

EXHIBIT 5.1

SPENCER FANE LLP

1000 Walnut Street, Suite 1400

Kansas City, MO 64106

Tel: (816) 474-8100

Fax: (816) 474-3216

July 13, 2016

Hooper Holmes, Inc.
560 N. Rogers Road
Olathe, Kansas 66062

Re: Registration Statement on Form S‑8

Ladies and Gentlemen:

We have acted as counsel for Hooper Holmes, Inc., a New York corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S‑8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance from time to time of up to an additional 400,000 shares of the Company’s Common Stock, par value $0.04 per share (the “Shares”), pursuant to awards issued or to be issued under the Second Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Employee Incentive Plan (as amended and restated, the “Plan”).

In connection herewith, we have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company and originals or copies certified to our satisfaction of (i) the Registration Statement, (ii) the Plan, (iii) the Amended and Restated Certificate of Incorporation and the Restated By‑Laws of the Company as now in effect, and (iv) minutes of all pertinent meetings and actions of the Board of Directors of the Company and of the Compensation Committee of the Board of Directors of the Company.

In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the issuance of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan.

Hooper Holmes, Inc.

July 13, 2016

Page 2

The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock as were approved by the Company’s stockholders for issuance under the Plan. The Company has also covenanted and we have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Plan.

We do not express any opinion herein concerning any law other than the New York Business Corporation Law.

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned New York Business Corporation Law be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention. This opinion is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. No opinion may be implied or inferred beyond the opinion expressly stated herein.

Based upon, subject to and limited by the foregoing, we are of the opinion and so advise you that the Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Spencer Fane LLP

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Hooper Holmes, Inc.:

We consent to incorporation by reference in the registration statement on Form S-8 of Hooper Holmes, Inc. of our report dated March 30, 2016, with respect to the consolidated balance sheets of Hooper Holmes, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2015, and the related consolidated financial statement schedule, which report appears in the December 31, 2015 annual report on Form 10-K of Hooper Holmes, Inc.

Our report dated March 30, 2016 contains an explanatory paragraph that states that the Company has suffered recurring losses from operations, negative cash flows from operations and other related liquidity concerns, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome of that uncertainty.

Our report also refers to the change in method of accounting for discontinued operations due to the adoption of ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

/s/ KPMG LLP

Kansas City, MO

July 13, 2016