8-K

UNITED STATESSECURITIES 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): August 12, 2014

Hooper Holmes, Inc.
(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code  (913) 764-1045

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):

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

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

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

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

Item 2.02         Results of Operations and Financial Condition

  On August 12, 2014, Hooper Holmes, Inc. (the “Company”) issued a press release announcing its preliminary operating results and financial condition for the quarter ended June 30, 2014.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.  The presentation discussed during the second quarter investor call on August 12, 2014 is attached as Exhibit 99.2, which is also incorporated herein by reference.

  The information furnished in this section of the Current Report on Form 8-K and Exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits
	(d) Exhibits
	99.1 Press Release, dated August 12, 2014.
	99.2 Presentation used during the second quarter investor conference call on August 12, 2014.

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:	August 12, 2014	By:	/s/ Tom Collins
		Tom Collins
		Senior Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Hooper Holmes Announces Second Quarter 2014 Results

OLATHE, Kan.--(BUSINESS WIRE)--August 12, 2014--Hooper Holmes (NYSE MKT:HH) today announced financial results for the second quarter ended June 30, 2014.

Pursuant to the previously announced agreement with Clinical Reference Laboratory, Inc., the second quarter operating results of the Company's Heritage Labs and Hooper Holmes Services businesses are accounted for as discontinued operations in the Company's consolidated statements. For the first time, the Company is reporting consolidated revenues and costs of sale for Health & Wellness operations on a stand-alone basis.

Consolidated revenues totaled $6.7 million for the second quarter of 2014, representing an increase of $2.3 million, or 53.8%, from the second quarter of 2013. The Company recorded a net loss of $2.8 million, or $(0.04) per share, for the second quarter of 2014, as compared to a net loss of $5.0 million, or $(0.07) per share, for the second quarter of 2013. The net loss for the second quarter of 2014 includes losses incurred in the discontinued operations and $0.4 million of transition costs associated with consolidating operations in Olathe, KS.

The Company's revenue increase is primarily due to an increased number of screenings. Health & Wellness operations performed 37.3% more health screenings in the second quarter of 2014 compared to the same period of 2013. Revenue increases were also driven by annual contractual price adjustments related to a long-term clinical study contract.

Sales, General and Administrative (SG&A) expenses for the three-month period ended June 30, 2014 decreased $0.5 million to $4.0 million compared to the prior year period. The decrease is due to reduced corporate headcount and lower professional and consulting services. SG&A expenses include one-time costs of $0.4 million associated with the transition of the Company’s headquarters from New Jersey to Olathe, KS.

On April 16, 2014 Hooper Holmes announced a strategic alliance with Clinical Reference Laboratory, Inc. (“CRL”), under which CRL will become the Company's exclusive provider of laboratory testing services and Hooper will become a member of CRL’s preferred provider network for wellness programs. CRL will acquire certain assets comprising the businesses of Heritage Labs and Hooper Holmes Services in a transaction that is expected to close on or before September 2, 2014. Accordingly, the assets to be sold to CRL now qualify as assets held for sale.

As of June 30, 2014, cash and cash equivalents totaled $3.1 million, with no borrowings outstanding under the Company's credit facility, and working capital of $6.0 million.

On August 7, 2014 the Company closed the sale of its New Jersey property with a purchase price of $3.0 million, resulting in $2.54 million of net cash proceeds.

Commenting on the 2014 second quarter, Henry E. Dubois, President and CEO of Hooper Holmes, stated: "Our first half year-over-year revenue growth positions us well for continued Health & Wellness growth. Reporting Health & Wellness revenues and costs of sale on a stand-alone basis now provides clarity on our core business performance. We expect transition costs related to exiting the Life Insurance sector to end by the fourth quarter 2014, completing our transformation to a stand-alone Health & Wellness business."

Mr. Dubois continued, "We expect to conclude our strategic alliance with CRL by September 2^nd and are now completing the necessary operational integration prior to close. Our Company has a clean balance sheet with no debt, and access to capital. We are continuing to focus on long-term strategy, and on delivering shareholder value.”

Conference Call

The Company will host a conference call today, August 12, 2014, at 7:30 am CT / 8:30 a.m. ET to discuss second quarter 2014 results. A slide presentation accompanying management’s presentation is available on the Company's website.

To participate in the conference call, please dial 888-576-4387, or internationally 719-325-2464, conference ID: 6519789 five to ten minutes before the call is scheduled to begin. A live webcast will be hosted on the Company's website located at www.hooperholmes.com. A replay of the conference call will be available from 11:30 a.m. ET on August 12, 2014 until midnight ET on August 19, 2014, by dialing 877-870-5176, or internationally 858-384-5517. The access code for the replay is 6519789.

About Hooper Holmes

Hooper Holmes, Inc. mobilizes a national network of health professionals to provide on-site health screenings, laboratory testing, risk assessment and sample collection services to wellness and disease management companies, insurance companies, employers, government organizations and academic institutions.

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 the timing for completion of and our ability to realize the expected benefits from the transaction with Clinical Reference Laboratory; 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 growth in the Health and Wellness market. 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, 2013, filed with the Securities and Exchange Commission on March 31, 2014. 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.

HOOPER HOLMES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except share and per share data)
	Three months ended June 30,						Six months ended June 30,
	2014			2013			2014			2013
Revenues	$	6,679		$	4,344		$	13,977		$	9,727
Cost of operations		4,529			3,137			10,171			6,870
Gross profit		2,150			1,207			3,806			2,857
Selling, general and administrative expenses		4,038			4,556			8,407			9,005
Restructuring charges		-			305			92			305
Operating loss from continuing operations		(1,888	)		(3,654	)		(4,693	)		(6,453	)
Other expense:
Interest expense		(1	)		(25	)		(3	)		(26	)
Interest income		1			1			2			4
Other (expense) income, net		(50	)		(81	)		(94	)		(94	)
		(50	)		(105	)		(95	)		(116	)
Loss from continuing operations before income taxes		(1,938	)		(3,759	)		(4,788	)		(6,569	)
Income tax expense		5			4			10			9
Loss from continuing operations		(1,943	)		(3,763	)		(4,798	)		(6,578	)
Discontinued operations:
Adjustment to gain on sale of Portamedic and subsidiary		-			75			(150	)		75
Gain (loss) from discontinued operations, net of tax		(870	)		(1,314	)		(550	)		(1,059	)
Loss from discontinued operations		(870	)		(1,239	)		(700	)		(984	)
Net loss	$	(2,813	)	$	(5,002	)	$	(5,498	)	$	(7,562	)
Loss per share
Continuing operations:
Basic	$	(0.03	)	$	(0.05	)	$	(0.07	)	$	(0.09	)
Diluted		(0.03	)		(0.05	)		(0.07	)		(0.09	)
Discontinued operations:
Basic		(0.01	)		(0.02	)		(0.01	)		(0.01	)
Diluted		(0.01	)		(0.02	)		(0.01	)		(0.01	)
Net loss:
Basic		(0.04	)		(0.07	)		(0.08	)		(0.11	)
Diluted		(0.04	)		(0.07	)		(0.08	)		(0.11	)
Weighted average number of shares:
Basic and diluted		70,586,942			69,845,277			70,499,282			69,840,332

Hooper Holmes, Inc.
Consolidated Balance Sheets
(unaudited; in thousands)
	June 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	3,137		$	3,970
Accounts receivable, net of allowance for doubtful accounts		6,518			8,398
Inventories		574			596
Other current assets		1,788			1,597
Assets held for sale		1,866			2,302
Total current assets		13,883			16,863
Property, plant and equipment, net		2,781			2,953
Other assets		864			1,830
Total assets		17,528			21,646
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		3,833			3,440
Accrued expenses		4,095			4,036
Total current liabilities		7,928			7,476
Other long term liabilities		1,395			870
Commitments and contingencies
Stockholders' equity:
Common stock		2,835			2,815
Additional paid-in capital		150,618			150,235
Accumulated deficit		(145,177	)		(139,679	)
		8,276			13,371
Less: Treasury stock at cost		(71	)		(71	)
Total stockholders' equity		8,205			13,300
Total liabilities and stockholders' equity	$	17,528		$	21,646

CONTACT:
Hooper Holmes
Henry E. Dubois, 913-764-1045
President and CEO
or
Investors:
S.M. Berger & Company
Andrew Berger, 216-464-6400

EX-99.2

Exhibit 99.2

Hooper Holmes, Inc. August 12, 2014 Earnings Presentation Speakers: Henry Dubois, Chief Executive Officer Tom Collins, Chief Financial Officer

2 Safe Harbor Statement The presentation contains forward-looking statements concerning plans, objectives, goals, strategies, future events or performances, which are not statements of historical fact. The forward-looking statements contained in this release reflect our current beliefs and expectations. Actual results or performance may differ materially from what is expressed in the forward-looking statements. You are referred to the documents filed by us with the SEC, specifically reports on Form 10-K and Form 10- Q including risk factors that could cause actual results to differ from forward-looking statements. These reports are available at www.sec.gov. This presentation should be used in conjunction with the earnings call dated August 12, 2014. This presentation contains information from third-party sources, including data from studies conducted by others and market data and industry forecasts obtained from industry publication. Although Hooper Holmes, Inc. believes that such information is reliable, Hooper Holmes, Inc. has not independently verified any of this information and Hooper Holmes, Inc. does not guarantee the accuracy or completeness of this information.

Progress Since May 14^th Financials Revenue and gross margin reflect our Health and Wellness business only Labs and Services treated as discontinued operations Transition costs reflected in SG&A (CRL Alliance, HQ, corporate right-sizing) • Transition costs to continue through 3Q14 H&W Growth 2Q Revenue up nearly 55% 2Q Screenings up 37% Price per unit up due to composition of work Operating improvements to drive margin• Evaluating cost structure• Operating scale• Expanding HealthProfessional network HQ consolidation completed in Olathe, KS Basking Ridge building sold August 7, 2014 – adds $2.54 million in cash (after closing costs and building repairs) CRL Strategic Alliance on track for 3Q closure Transformation Transformation to a purely Health and Wellness company nearing completion – and we like what we see  3

 4 Revenue ($mm) Gross Margin ($mm) Key Takeaway 54% increase revenue and 37% increase in screenings over 2Q2013 Cash position of $3.1mm and no debt outstanding Operating income improvement Margin improvements• Continually looking at cost structures and areas to generate operating scale• Continued expansion of our Health Professional network Labs and Services operations are presented as discontinued operations 2Q/H1 2014 Results vs. 2Q/H1 2013 54% Growth 44% Growth

5 5 SG&A & Transition Costs ($mm) Operating Income ($mm) Key Takeaway 2Q/H1 2014 Results vs. 2Q/H1 2013, cont’d SG&A decreased $0.5mm compared to the prior year• Result of efficiencies achieved in relocating the corporate headquarters to Olathe, KS Transition costs incurred in connection with the relocation of the headquarters in 1Q14 Transition costs primarily include:• Cost associated with winding down the operations and facility in New Jersey $4.57 $4.04 $8.4 $9.0

6 Transformation Update• Closed sale of Basking Ridge facility on August 7, 2014• Purchase price of $3.05mm; net cash received of $2.54 mm after transaction costs and building repairs Building Sale• Targeting to close on or before September 2nd• Actively working IT integration to ensure a smooth transition to CRL as our lab provider• Once closed, we look forward to• Leveraging CRL’s expanded testing capabilities and experience• Support them in servicing their H&W clients by providing them biometric screenings CRL Transaction

7 Update on Initiatives Previously Discussed On track for close by September 2^nd Occurs with Strategic Alliance close, exploring H&W growth opportunities Focusing sales efforts by channel Continuous improvement concept being implemented Small /mid-sized business opportunities Teamwork with channel partners to win Expanding offers Cash flow on planCurrent Progress What We Said We Would Do Close CRL Strategic Alliance Sole focus on Health & Wellness Expand sales capabilities Improve service delivery model Explore additional markets & channels Attract new employers for services Refine offering to broaden revenue base Cash flow positive for full year

8 8 1Q13 vs 1Q14 1H13 vs 1H14 2Q13 vs 2Q14 Solid year-over-year screening growth Volume growth will drive margin improvements due to scale efficiencies• Continually looking at cost structures and areas to generate operating scale• Continued expansion of our Health Professional network Key Takeaway Health & Wellness Screening Volume Growth 37% Growth 34% Growth 35% Growth # of Screenings # of Screenings # of Screenings

9 Health & Wellness Focus WHERE WE ARE• 44% revenue growth year-over-year for 1H• Operations fully consolidated in Olathe• Clean balance sheet, no debt, access to capital• Continued focus on long-term Health & Wellness strategy • Year-over-year growth expected with margin improvements• Strategy remains consistent:• Work with channel partners• Expand offerings for small and medium sized companies• Continuously exploring all growth opportunities• Leverage CRL capabilitiesWHAT’S NEXT?Heading into busy season well positioned

10 Focus on Sustainable Growth With existing partners New opportunities•Work with our existing channel partners to add new Wellness clients • With our Channel Partners, utilize outreach programs to improve participation rates • Most of our opportunities currently come through the Wellness company channel • Exploring other channels such as benefit brokers, health plans, clinical research, etc. • Exploring ways to efficiently penetrate small and mid-sized company markets • Technology improvements • Leverage CRL’s expanded lab testing capabilities • Utilize partners to provide health improvement initiatives New offerings HH Today Market volume Biometric Screenings Organizations currently offering wellness programs, requiring biometric screenings 2013 Hooper Screenings 420,000 Wellness Potential Organizations currently considering or administering employee wellness programs Total U.S. Workforce 160mm workers