8-K

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) March 1, 2005

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 officers) (zip)

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

None

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

FORM 8-K

Item 2.02 Results of Operations and Financial Condition.

On March 1, 2005, Hooper Holmes, Inc., issued a press release announcing its financial results for the quarter and year ended December 31, 2004, a copy of which is attached as Exhibit 99.1.

Item 8.01 Other Events.

On February 17, 2005, Hooper Holmes, Inc. issued a press release announcing the creation of the “Office of the Chair” and the promotions of Michael Benton, John Spenser and Daniel Ross, a copy of which is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1     Press release dated March 1, 2005

99.2     Press release dated February 17, 2005

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.
By:	/s/ Fred Lash
	Fred Lash
	Senior Vice President,
	Chief Financial Officer & Treasurer

Date: March 3, 2005

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Hooper Holmes, Inc. on March 1, 2005.
99.2	Press release issued by Hooper Holmes, Inc. on February 17, 2005.

EX-99.1

EXHIBIT 99.1

News Release

170 Mt. Airy Road

Basking Ridge, NJ 07920

CONTACT:

Fred Lash

Chief Financial Officer

908-766-5000

Investors: Jonathan Birt / Lanie Marcus

Media: Sean Leous

Financial Dynamics

212-850-5600

HOOPER HOLMES ANNOUNCES 2004 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

BASKING RIDGE, NJ, March 1, 2005 - Hooper Holmes, Inc. (AMEX:HH) today reported financial results for the fourth quarter and full year ended December 31, 2004.

Total revenues for the quarter increased 9.1% to $82.5 million from $75.6 million in the fourth quarter of 2003, reflecting the strong performance of Medicals Direct Group, InfoLink and Heritage Labs as well as $6.9 million in revenues from the Company’s acquisitions of MAAS, Allegiance Health and MEG, all of which occurred subsequent to December 31, 2003.

Cost cutting initiatives implemented in the second quarter of 2004 benefited the Company’s operating performance. However, such benefits were offset in the fourth quarter by continued revenue declines in the Company’s core Portamedic examination business. In addition, $0.7 million (approximately $0.01 per diluted share) of after-tax Sarbanes-Oxley compliance costs and residual costs related to the Company’s completed audit committee investigation impacted the Company’s performance during the fourth quarter of 2004. For the 2004 fourth quarter, operating profit was $4.1 million compared to $5.0 million in the fourth quarter of the prior year. Fourth quarter net income was $1.9 million, or $0.03 per diluted share, compared to $2.8 million, or $0.04 per diluted share in the 2003 fourth quarter.

Revenues for the Company’s Health Information Division (“HID”), formerly the Health Information Business Unit (“HIBU”) grew 5.1% to $71.2 million in the 2004 fourth quarter compared to $67.7 million in the fourth quarter of 2003.

The HID’s fourth quarter 2004, compared to fourth quarter 2003, performance reflects:

• Medicals Direct’s increase in revenues of 38% to $11.2 million from $8.1 million a year earlier, attributed to aggressive expansion efforts, select small acquisitions, exceptional customer service and continued client outsourcing of policy underwriting;

• Infolink’s 16% revenue growth;

• Heritage Labs’ 9% revenue growth, indicating increased market share;

• A 9% decline in Portamedic’s revenue to $45.0 million, due to ongoing industry softness and pricing pressure; and

• The addition of Mid-America Agency Services, acquired in May 2004, which reported revenues of $3.7 million in the fourth quarter, an improvement of 5% over the third quarter of 2004.

Revenues for the Company’s Claims Evaluation Division (“CED”), formerly the Diversified Business Unit (“DBU”), increased approximately 43% to $11.3 million in the fourth quarter of 2004 from $7.9 million in the fourth quarter of 2003, as a result of positive revenue improvements from D&D Associates and revenue contributions of $3.2 million from the acquisitions of Allegiance Health and MEG.

Jim McNamee, Chairman, President and Chief Executive Officer of Hooper Holmes, stated, “Our fourth quarter results demonstrate the increased contribution of Medicals Direct, which has exceeded expectations. The management team of Medicals Direct will now be working more closely with the Company’s Portamedic examination business. This structural change will better position Hooper Holmes as a full service underwriting and claims management service company. As we move ahead in 2005, the Company is focused on growing its business and achieving improved operating leverage through a modified operating structure and strategic business initiatives.

“I was pleased with the progress of our cost cutting initiatives, in that we have maintained margins on lower revenues in the core paramedical business and we improved margins on a sequential basis in the CED; however, I believe there is more to be done to achieve stronger contributions in the quarters ahead.”

For the full year ended December 31, 2004, revenues increased 9.2% to $327.7 million from $300.2 million in the prior year. These year-over-year results reflect:

• Medicals Direct’s increase in revenues of 82% to $41.2 million from $22.6 million a year earlier;

• Infolink’s 28% revenue growth;

• Heritage Labs’ 11% revenue growth;

• A 9% decline in Portamedic’s revenue; and,

• The addition of Mid-America Agency Services, acquired in May, 2004, which reported revenues of $9.4 million .

Net income was $10.7 million, or $0.16 per diluted share in 2004, compared to $15.8 million, or $0.24 per diluted share, in 2003. Net income in 2004 includes $.9 million after-tax associated with the Company’s independent audit committee investigation and $.8 million after-tax associated with compliance with the internal control provisions of the Sarbanes-Oxley Act.

Looking ahead, Mr. McNamee commented, “For the full year 2005, we expect to generate revenues in the range of $345 million to $355 million, reflecting revenue growth in all businesses except our core business. Additionally, we look to continue our cost cutting initiatives. As such, if our core examination business revenues stabilize, we expect diluted earnings per share to grow 15% to 20% above 2004 levels.”

Hooper Holmes will host a conference call today to discuss fourth quarter and full year results at 9:30 a.m. Eastern Time. The call will be broadcast live over the Internet, and is accessible at the Company’s website located at http://www.hooperholmes.com. In addition, an online archive of the broadcast will be available within two hours of the live call until the next quarterly conference call.

Hooper Holmes provides outsourced risk assessment services, including underwriting and claims management services, to the life, health, automobile, and workers’ compensation insurance industries. The Company provides these health information services through over 275 locations nationwide and in the United Kingdom.

Certain information contained herein includes information that is forward-looking. The matters referred to in forward-looking statements may be affected by the risks and uncertainties involving the Company’s business. These forward-looking statements are qualified in the entirety by cautionary statements contained in the Company’s Securities and Exchange Commission filings. The Company disclaims any obligation to update these forward-looking statements.

-TABLES TO FOLLOW-

HOOPER HOLMES INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

	Three Months ended December 31,						Twelve Months ended December 31,
	2004			2003			2004			2003
Revenues	$	82,466		$	75,609		$	327,747		$	300,182
Cost of operations		59,821			54,830			235,900			213,709
Gross profit		22,645			20,779			91,847			86,473
Selling, general and administrative expenses		18,567			15,743			72,972			59,679
Operating income		4,078			5,036			18,875			26,794
Other income (expense):
Interest expense		(182	)		(173	)		(742	)		(443	)
Interest income		104			185			355			768
Other expense, net		(81	)		(145	)		(347	)		(820	)
		(159	)		(133	)		(734	)		(495	)
Income before income taxes		3,919			4,903			18,141			26,299
Income taxes		2,009			2,122			7,431			10,452
Net income	$	1,910		$	2,781		$	10,710		$	15,847
Earnings per share:
Basic	$	0.03		$	0.04		$	0.16		$	0.24
Diluted	$	0.03		$	0.04		$	0.16		$	0.24
Weighted average number of shares:
Basic		65,089,440			64,803,095			64,996,778			64,773,346
Diluted		66,451,191			66,560,189			66,534,421			66,598,604

- MORE -

HOOPER HOLMES INC.

CONSOLIDATED BALANCE SHEETS

	12/31/04		12/31/03
ASSETS
Current Assets:
Cash and cash equivalents	$	16,972,763	$	18,651,019
Marketable securities		6,886,612		20,243,332
Accounts receivable, net		42,001,091		34,663,082
Other current assets		7,241,973		6,569,707
Total current assets		73,102,439		80,127,140
Property, plant and equipment:		36,739,824		33,004,834
Less: Accumulated depreciation and amortization		25,539,505		23,393,981
Property, plant and equipment, net		11,200,319		9,610,853
Goodwill		155,501,562		135,130,744
Intangible assets		35,379,597		29,617,156
Other assets		520,711		810,358
Total assets	$	275,704,628	$	255,296,251
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	1,067,034	$	1,028,363
Accounts payable		14,701,048		12,106,987
Accrued expenses:
Salaries, wages and fees		1,105,224		1,478,189
Income taxes payable		2,511,423		3,116,446
Other		15,453,412		9,416,252
Total current liabilities		34,838,141		27,146,237
Long term debt, less current maturities		1,000,000		2,000,000
Other long term liabilities		3,881,090		4,554,160
Deferred income taxes		7,475,247		1,758,879
Minority interest		253,514		358,705
Stockholders’ equity:
Common stock, par value $.04 per share; authorized 240,000,000 shares, issued 67,499,074 in 2004 and 2003.		2,699,963		2,699,963
Additional paid-in capital		126,085,383		127,487,718
Accumulated other comprehensive income		1,466,219		855,719
Retained earnings		115,423,834		108,613,932
		245,675,399		239,657,332
Less: Treasury stock at cost (2,297,995 and 2,662,151 shares)		17,418,763		20,179,062
Total stockholders’ equity		228,256,636		219,478,270
Total liabilities and stockholders’ equity	$	275,704,628	$	255,296,251

###

EX-99.2

EXHIBIT 99.2

Hooper Holmes

Fred Lash

Chief Financial Officer

908/766-5000

Financial Dynamics

Investors: Jonathan Birt/Lanie Marcus

Media: Sean Leous

(212) 850-5600

HOOPER HOLMES ANNOUNCES EXECUTIVE APPOINTMENTS AND THE

FORMATION OF THE OFFICE OF THE CHAIR

- Appoints Michael Benton as Head of Newly-Formed Hooper Holmes International –

- Daniel R. Ross and John Spenser Named Executive Vice Presidents of Hooper Holmes, Inc. -

BASKING RIDGE, NJ – February 17, 2005 – Hooper Holmes, Inc. (AMEX:HH) announced today that it has strengthened its operational management to capitalize on opportunities in the market place and further grow its franchise. As part of this new initiative, Michael Benton, head of Hooper Holmes’ UK-based Medicals Direct, will run Hooper Holmes International and will report directly to Jim McNamee, Hooper Holmes’ Chairman and Chief Executive Officer. Hooper Holmes International is a strategy development unit which will enable the existing businesses to expand globally into new markets with product development and innovative services.

Mr. McNamee commented, “Mr. Benton’s tremendous success with Medicals Direct makes him the ideal candidate to run Hooper Holmes International. Under his demonstrated leadership, I believe that Hooper Holmes International will fuel our international expansion and assist with our growth in U.S. markets.”

The Company also announced that Daniel Ross has been named Executive Vice President of Hooper Holmes, Inc. Mr. Ross will continue in his role as General Manager of the Diversified Business Unit, which has been renamed the Claims Evaluation Division, reporting to Mr. McNamee.

Additionally, John Spenser has been appointed Executive Vice President, Chief

Administrative/Technology Officer. Mr. Spenser will also report directly to Mr. McNamee and will have full responsibility for Corporate Information Technology, Administrative Services, Employee Financial/Payroll Services and Human Resources.

Mr. Spenser, as Director of Finance and Information Technology for Medicals Direct, has played an important role in that company’s success. He is a Chartered Accountant in the United Kingdom and a Fellow of the Institute of Chartered Accountants in England and Wales.

Mr. McNamee added, “Mr. Spenser’s appointment demonstrates our continued commitment to technology and our belief in its critical role in Hooper Holmes’ growth. I look forward to working closely with John in his new role and expect to see exciting technological advances at Hooper Holmes under his leadership.”

Mr. Benton, Mr. Ross and Mr. Spenser will all become members of the newly-formed Office of the Chair, which will be lead by Jim McNamee. Tom Gracey, CEO of the Company’s Mid-America Agency Services subsidiary, will also join the Office of the Chair as a special consultant.

Mr. McNamee concluded, “The Office of the Chair will be responsible for the design and execution of the Company’s Strategic Plan.”

Hooper Holmes, Inc. provides outsourced risk assessment services, including underwriting and claims information to the life, health, automobile, and workers’ compensation insurance industries. The Company provides these health information services through over 200 locations nationwide and in the United Kingdom.

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