8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of report (Date of earliest event reported): August 13, 2015

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.)

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 13, 2015, Hooper Holmes, Inc. (the “Company”) issued a press release announcing its preliminary operating results and financial condition for the quarter ended June 30, 2015.  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 13, 2015 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 13, 2015.

99.2 Presentation used during the second quarter investor conference call on August 13, 2015.

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 13, 2015
		By: /s/ Tom Collins
		Tom Collins
		Senior Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Hooper Holmes Announces Second Quarter 2015 Financial Results

OLATHE, Kan.--(BUSINESS WIRE)--August 13, 2015--Hooper Holmes (NYSE MKT:HH) today announced financial results for the quarter ended June 30, 2015.

Consolidated revenues totaled $7.7 million for the second quarter of 2015, representing an increase of 14.7% from $6.7 million in the second quarter of 2014, partially due to additional revenue from the acquisition of Accountable Health Solutions, Inc. (AHS). AHS revenue is reflected in the Company's consolidated results as of April 20, 2015. The Company also completed 109,000 biometric screenings during the second quarter of 2015, representing an increase of 5.8% from 103,000 biometric screenings completed in the second quarter of 2014.

Selling, general and administrative expense totaled $3.8 million for the second quarter of 2015, representing a decrease of 5.6% from $4.0 million in the second quarter of 2014.

The Company incurred transaction costs of $0.7 million for the six month period ended June 30, 2015 in connection with the AHS acquisition, which includes investment banking, legal and accounting fees, and other external costs directly related to the transaction.

Including acquisition-related costs and interest expense, the Company recorded a net loss of $3.3 million, or $0.04 per share, for the second quarter of 2015, compared to a net loss of $1.9 million, or $0.03 per share, for the second quarter of 2014.

Henry Dubois, President and CEO of Hooper Holmes commented, "During the second quarter 2015 we increased revenues and biometric screenings compared to the second quarter 2014 and signed new biometric screening, wellness services and clinical research customers. With continued new sales, and with revenue and margin from AHS now reflected in our consolidated results, we believe growth in health and wellness services will accelerate in the second half of 2015. We are excited by our expanded market opportunity and continue our drive towards operating cash flow positive performance for the full year 2015, excluding transaction and transition costs."

As of June 30, 2015, cash and cash equivalents totaled $1.2 million, a decrease of $0.2 million from the three month period ending March 31, 2015, with $0.8 million in borrowings outstanding under the Company's credit facility.

Accountable Health Solutions Acquisition

On April 17, 2015 the Company announced the acquisition of the assets representing the health and wellness business of Accountable Health Solutions, Inc. (AHS), an acquisition that is expected to be accretive to Hooper Holmes’ earnings in 2015. The purchase price was $7 million, comprising $4 million cash and approximately $3 million in unregistered common stock, subject to a working capital adjustment. Financing for the transaction was provided through a $5 million, three-year, secured term loan.

Conference Call

The Company will host a conference call today, Thursday, August 13, 2015, at 7:30 a.m. CT (8:30 a.m. ET) to discuss second quarter 2015 financial results. A slide presentation will accompany the conference call and is available on the Company’s website located at www.hooperholmes.com.

To participate in the conference call, please dial 888-417-8516, or internationally 719-325-2376, conference ID: 2216783 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 10:30 a.m. CT (11:30 a.m. ET) on August 13, 2015 until 11:00 p.m. CT (midnight ET) on August 20, 2015, by dialing 877-870-5176, or internationally 858-384-5517. The access code for the replay is 2216783.

About Hooper Holmes

Hooper Holmes 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, employers and brokers, government organizations and academic institutions nationwide. Under the Accountable Health Solutions brand, the Company combines smart technology, healthcare and behavior change expertise to offer comprehensive health and wellness programs that improve health, increase efficiencies and reduce healthcare delivery costs.

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 realize the expected benefits from this acquisition and our strategic alliance with Clinical Reference Laboratory; our ability to successfully implement our business strategy and integrate Accountable Health Solutions’ business with ours; our ability to retain and grow our customer base; our ability to recognize operational efficiencies and reduce costs; 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 and the financing for this acquisition; 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, 2014, filed with the Securities and Exchange Commission on March 31, 2015. 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,
		2015			2014			2015			2014
Revenues		$	7,662		$	6,679		$	13,343		$	13,977
Cost of operations			5,969			4,529			10,918			10,171
	Gross profit		1,693			2,150			2,425			3,806
Selling, general and administrative expenses			3,811			4,038			6,471			8,499
Transaction costs			593			-			679			-
	Operating loss from continuing operations		(2,711	)		(1,888	)		(4,725	)		(4,693	)
Other expense, net:
	Interest expense		(709	)		(1	)		(709	)		(3	)
	Interest income		-			1			-			2
	Other income (expense)		83			(50	)		-			(94	)
			(626	)		(50	)		(709	)		(95	)
	Loss from continuing operations before taxes		(3,337	)		(1,938	)		(5,434	)		(4,788	)
Income tax expense			5			5			10			10
	Loss from continuing operations		(3,342	)		(1,943	)		(5,444	)		(4,798	)
Discontinued operations:
	Loss on sale of subsidiaries, net of adjustments		-			-			-			(150	)
	Loss from discontinued operations, net of tax		(21	)		(870	)		(25	)		(550	)
	Loss from discontinued operations		(21	)		(870	)		(25	)		(700	)
Net loss		$	(3,363	)	$	(2,813	)	$	(5,469	)	$	(5,498	)
Income (loss) per share
	Continuing operations:
	Basic	$	(0.04	)	$	(0.03	)	$	(0.07	)	$	(0.07	)
	Diluted		(0.04	)		(0.03	)		(0.07	)		(0.07	)
	Discontinued operations:
	Basic		(0.00	)		(0.01	)		(0.00	)		(0.01	)
	Diluted		(0.00	)		(0.01	)		(0.00	)		(0.01	)
	Net loss:
	Basic		(0.04	)		(0.04	)		(0.07	)		(0.08	)
	Diluted		(0.04	)		(0.04	)		(0.07	)		(0.08	)
Weighted average number of shares:
	Basic and diluted		77,441,786			70,586,942			74,172,358			70,499,282

Hooper Holmes, Inc.
Consolidated Balance Sheets
(unaudited; in thousands)
			June 30, 2015			December 31, 2014
ASSETS
Current assets:
	Cash and cash equivalents		$	1,242		$	5,201
	Accounts receivable, net of allowance for doubtful accounts			5,698			3,178
	Inventories			771			897
	Other current assets			212			202
		Total current assets		7,923			9,478
Property, plant and equipment, net				3,072			3,054
Intangible assets				5,818			-
Goodwill				766			-
Other assets				721			607
		Total assets		18,300			13,139
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable			2,679			2,508
	Accrued expenses			5,804			4,083
	Short-term debt			2,049			-
	Total current liabilities			10,532			6,591
Long-term debt, net of discount				480			-
Other long term liabilities				1,914			1,191
Commitments and contingencies
Stockholders' equity:
	Common stock			3,099			2,835
	Additional paid-in capital			155,969			150,747
	Accumulated deficit			(153,623	)		(148,154	)
				5,445			5,428
	Less: Treasury stock at cost			(71	)		(71	)
	Total stockholders' equity			5,374			5,357
		Total liabilities and stockholders' equity	$	18,300		$	13,139

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

EX-99.2

Exhibit 99.2

 Hooper Holmes, Inc. August 13, 2015 Earnings Presentation Speakers: Henry Dubois, Chief Executive Officer Tom Collins, Chief Financial Officer 1

Safe Harbor Statement This presentation contains forward-looking statements, as such term is defined in the Private Securities Litigation Reform Act of 1995, concerning the Company’s plans, objectives, goals, strategies, future events or performances, which are not statements of historical fact and can be identified by words such as: “expect,” “continue,” “should,” “may,” “will,” “project,” “anticipate,” “believe,” “plan,” “goal,” and similar references to future periods. The forward-looking statements contained in this presentation reflect our current beliefs and expectations. Actual results or performance may differ materially from what is expressed in the forward looking statements. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements contained in this presentation are our ability to realize the expected benefits from the acquisition of Accountable Health Solutions and our strategic alliance with Clinical Reference Laboratory; our ability to successfully implement our business strategy and integrate Accountable Health Solutions’ business with ours; our ability to retain and grow our customer base; our ability to recognize operational efficiencies and reduce costs; uncertainty as to our working capital requirements over the next 12 to 24 months; our ability to maintain compliance with the financial covenants contained in our credit facilities; the rate of growth in the Health and Wellness market and such other factors as discussed in Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2014. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances, or to reflect the occurrence of unanticipated events, after the date of this presentation, except as required by law. This presentation contains information from third-party sources, including data from studies conducted by others and market data and industry forecasts obtained from industry publications. Although the Company believes that such information is reliable, the Company has not independently verified any of this information and the Company does not guarantee the accuracy or completeness of this information. 2

Integrated Health & Wellness Offerings On-site health coaching Telephonic health coaching Condition management Online seminars Online health resources Health assessment plans - future Biometric screenings Clinical research support Mobile data collection Wellness portal Team challenges Rewards mall Wellness incentive plans Online activities Personal wellness report Coaching with medical sensor plans - future Screening & Data Collection Education Engagement Knowledge Aggregation End-to-end solution provides value to employers and participants Hooper 2015 Hooper 2014 AHS 3

4 Q2 Consolidated Revenue ($mm) 2013 to 2015 Q2 Screening Units 2013 to 2015 Consolidated revenue, which includes screening and wellness services, increased year-over-year in Q2 2015; this is the second consecutive year of Q2 growth  Screening units in Q2 increased 6% year-over-year – in core business by 18,000 units or 20% As discussed on May 14, 2015, a large clinical research study began to wind down in the fourth quarter 2014; 12,000 unit increase in core business offset this expected reduction for the clinical research study   Key Takeaways # of Screenings  Q2 2015 Results vs. Q2 2013 and Q2 2014 20% growth in core business; 6% growth overall 15% Improvement over Q2 2014

5 SG&A Expense ($mm) Income From Continuing Operations ($mm) Excluding integration costs, Q2 SG&A decreased 13% compared to prior year even with the addition of the acquired business; legacy expenses are on track with expected 2015 run-rate  Excluding acquisition related costs, Income From Continuing Operations is in line with Q2 2014 performance  Cash and borrowings are in line with anticipated levels to prepare for second half volume  Key Takeaways Q2 2015 Results vs. Q2 2013 and Q2 2014 - continued Q2 2014  Q2 2015 Q2 2014 Q2 2015

6 Why Employers Want Health & Wellness Positive return on every dollar invested  Reduced health risks and associated costs Improved employee productivity and morale Attractive employee benefit Investment generates payback Competitors typically only offer own product for 1-2 of these focus areas

Positioned to Capitalize on Market Need 7 Screening & Data Collection Engagement Education Hooper Health & Wellness is uniquely qualified to offer fully-integrated end-to-end solution Direct control of all member touch points Maintaining and ready-access to data under one platform Improves overall logistics, health outcomes and customer satisfaction

Estimated annual revenue of $2 million, with ability to grow from here Work hand in hand with channel partners to make sure that both the channel partner and end customer have a quality experience  Estimated revenue of $1.5 to $2.5 million per year during life of these contracts University of Michigan Health & Retirement Study: ~12,000 participants over a three year span as announced in August 6th press release  6 Channel Partners Building Momentum 2 Clinical Research Organizations Since we last spoke to you after Q1 we have grown our customer base by adding… Note: Revenue estimates are on an annual basis, not all to be realized in 2015 Estimated annual revenue of $1 million  Direct customer contracts are typically multi-year  Positioned to drive participation and engagement in existing programs through a variety of products and multiple touchpoints  8 Direct Customers 8

9 Scalable Platform For Growth The economics of the new capabilities resulting from the AHS acquisition make our platform even more scalable Note: The chart above is for illustrative purposes only and should not be considered guidance or forecast financials Estimated Break-even

10 What’s Next Complete integration without disruption to our customers Focus on delivering strong H2 performance and 2015 positive operating cash flow, excluding one-time transaction and integration costs  Visit with analysts and others to share  the Hooper value story Hooper to be featured on the Balancing Act®, a daily talk show on Lifetime  Hooper segment airs August 25th at 7:30am ET/PT Integration Performance & Growth Investor Awareness Public Awareness