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): August 24, 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 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):

¨ 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 1.01. Entry into a Material Definitive Agreement.

On August 24, 2005, Hooper Holmes, Inc. (the “Company”) and James M. McNamee, the Company’s President and Chief Executive Officer and the Chairman of the Company’s Board of Directors, entered into a Resignation and Release Agreement (the “Agreement”). Under the terms of the Agreement, Mr. McNamee resigned as President and Chief Executive Officer, and from all other offices, of the Company, including that as a member of the Company’s Board of Directors, effective as of August 24, 2005 (the “Resignation Date”). Mr. McNamee will remain a Company employee on inactive status through August 31, 2005 (the “Termination Date”).

Under the Agreement, the Company will pay the compensation and provide the benefits to Mr. McNamee provided for under certain provisions of the Employment Agreement, dated as of May 23, 2003, between the Company and Mr. McNamee (the “McNamee Employment Agreement”). This will consist of the following:

• payment to Mr. McNamee of (i) any accrued but unpaid base salary prior to the Termination Date, (ii) any accrued but unpaid expenses required to be reimbursed under the McNamee Employment Agreement, (iii) all compensation previously deferred, but not yet paid to, Mr. McNamee, and (iv) any vacation accrued to the Termination Date;

• payment of the cost of continued coverage of Mr. McNamee and his spouse under all medical, dental, vision and prescription drug plans in which Mr. McNamee was entitled to participate prior to his last day of employment until his death (and, with respect to his spouse, until her death, if she survives Mr. McNamee);

• continued payment of the annual premiums of the life insurance policy with respect to Mr. McNamee under the Company’s Supplemental Executive Retirement Plan until the earlier of the date Mr. McNamee attains age 65 (i.e., in February 2010) or his death (such payments to be $106,155 per year);

• continued coverage under all life, disability and other welfare benefit plans, programs or arrangements in which Mr. McNamee was entitled to participate immediately prior to the Termination Date, until the earlier to occur of (i) the end of the 24-month period following the Termination Date, or (ii) Mr. McNamee’s death; and

• a lump-sum payment, to be paid within 60 days after the Termination Date, equal to two times Mr. McNamee’s base salary in effect immediately prior to the Termination Date (i.e., $750,000 per year).

The Company will withhold all applicable federal, state, local and other taxes from any compensation and benefits payable to Mr. McNamee under the Agreement.

In addition to the compensation and other benefits described above, options exercisable for shares of the Company’s common stock held by Mr. McNamee on the Resignation Date will continue to be exercisable for the one-year period following the Termination Date, consistent with the Company’s policies and taking into consideration Mr. McNamee’s age and length of service with the Company.

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Under the Agreement, the Company and Mr. McNamee provide each other with general and specific releases of any claims, known or unknown, against the other. Mr. McNamee’s release expressly excludes any of the Company’s obligations under the Agreement and any rights to indemnification and reimbursement of expenses he has under state or federal law, the Company’s organizational documents or any existing indemnification agreement with the Company. The Company’s release expressly excludes any claims arising from violation of laws, material breaches of Company policies, unauthorized disclosure of Company proprietary or confidential information, and his obligations under the Agreement and certain provisions of the McNamee Employment Agreement (most notably, the restrictive covenants covering such matters as the non-disclosure of trade secrets and confidential information, the non-solicitation of customers, non-competition generally and the non-solicitation of employees). The restrictive covenants apply for a one- or two-year period following the Termination Date. In the event that the Company determines that Mr. McNamee has breached any of the restrictive covenants, the Company has the right to discontinue any or all of the remaining welfare plan-related benefits. This right is in addition to any and all other rights and remedies that the Company may have against Mr. McNamee.

Item 1.02. Termination of a Material Agreement.

The Agreement described in Item 1.01 of this Form 8-K expressly provides that as of the Resignation Date, the McNamee Employment Agreement and any and all obligations and liabilities of either party thereunder are terminated, released and of no further force and effect, except as explicitly set forth in the Agreement. The terms of the Employment Agreement were summarized in the Company’s proxy statement on Schedule 14A for its 2005 annual shareholders meeting, filed with the Securities and Exchange Commission on April 22, 2005. See the disclosure in the proxy statement under the “Compensation of Executive Officers - Employment Contracts and Change-in-Control Arrangements - The McNamee Employment Agreement,” which is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Under the terms of the Agreement described in Item 1.01 of this Form 8-K, Mr. McNamee has resigned from his position as a member of the Company’s Board of Directors, effective as of August 24, 2005. Mr. McNamee served as the Chairman of the Board since 1996. At the time of his resignation, he also served as a member of the Management and Planning Committee of the Board.

(c) Concurrent with Mr. McNamee’s resignation, the Company’s Board of Directors appointed Mr. Benjamin A. Currier as the Company’s Chief Executive Officer, to serve in such capacity on an interim basis while the Board undertakes the search process for Mr. McNamee’s successor. Mr. Currier, who has served on the Board since 1996 and as Lead Director since 2004, will also assume the role of Chairman of the Board. Mr. Currier, age 71, is a retired insurance executive, having most recently served as Senior Vice President Operations for an ING/Barings subsidiary (prior to his retirement in 1997) and prior to that as a Vice President at Allstate Life. The Board has not yet considered the terms of Mr. Currier’s employment as interim CEO, including his level of compensation. The Company will file an amendment to this Form 8-K within four business days after such arrangements are made.

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In connection with his appointment as interim CEO, Mr. Currier has stepped down from his positions as a member of the Board’s Audit, Compensation, and Governance and Nominating Committees. The listing standards of the American Stock Exchange (on which shares of the Company’s common stock are listed) require that members of each such committee be “independent,” as defined by applicable AMEX rules.

(d) Concurrent with Mr. McNamee’s resignation, the Company’s Board of Directors appointed Mr. Paul Kolicki to serve as a member of the Board and its Management and Planning Committee. Mr. Kolacki, age 63, served as Executive Vice President and Chief Operating Officer of the Company from 1991 through 2000, at which time he retired after 35 years of service with the Company. Mr. Kolacki has performed and will continue to perform consulting services for the Company. The Company has paid Mr. Kolacki amounts slightly in excess of $60,000 for consulting services rendered in each of fiscal year 2004 and the first eight months of the current fiscal year.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
10.1	Resignation and Release Agreement, entered into on August 24, 2005, by and between Hooper Holmes, Inc. and James M. McNamee
99.1	Press release, dated August 24, 2005

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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 30, 2005	By:	/s/ Robert W. Jewett
		Robert W. Jewett
		Senior Vice President and General Counsel

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EX-10.1

EXHIBIT 10.1

RESIGNATION AND RELEASE AGREEMENT

THIS RESIGNATION AND RELEASE AGREEMENT (“Agreement”) is made by and between James M. McNamee (hereinafter “MCNAMEE”) and Hooper Holmes, Inc. (“HOOPER”):

RECITALS

WHEREAS, HOOPER and MCNAMEE are parties to that certain Employment Agreement, dated as of May 23, 2003, as amended (the “Employment Agreement”); and

WHEREAS, HOOPER and MCNAMEE have mutually agreed to terminate the employment relationship between them on the terms and conditions set forth herein; and

WHEREAS, for purposes of this Agreement, “HOOPER” means HOOPER HOLMES, INC., and each and all of its present and former parent and subsidiary corporations, departments, divisions, affiliates, representatives and agents, employees, directors, officers, attorneys, current or former board members and administrators, whether in their official or individual capacities, or any pension or benefit plan applicable to the present and former employees of HOOPER, and all predecessors and/or successors in interest.

NOW, IN CONSIDERATION of the premises and the respective covenants and agreements of the parties contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Resignation as CEO/Separation of Employment. Effective as of August 24, 2005 (the “Resignation Date”), MCNAMEE hereby resigns as President and Chief Executive Officer (“CEO”) of HOOPER and from all other offices of HOOPER including that of a member of the Board of Directors of HOOPER, provided that McNamee will remain an employee of HOOPER on inactive status through August 31, 2005(“Termination Date”), at which point his employment relationship with HOOPER will be terminated.

2. Termination of Employment Agreement. Effective as of the Termination Date, the Employment Agreement and any and all obligations and liabilities of either party thereunder are hereby terminated, released and of no further force and effect, except as explicitly set forth herein.

3. Compensation and Other Benefits Payable to McNamee. HOOPER agrees to pay MCNAMEE the compensation and other benefits described in Sections 7(a), (c) and (d) and 8(b) of the Employment Agreement in accordance with the terms of the Employment Agreement. For purposes hereof, the term “Termination Date,” as used in the Employment Agreement, shall mean August 31, 2005. HOOPER shall withhold from any consideration, compensation, or benefits payable under this Agreement all applicable federal, state, local or other taxes.

4. Sufficiency of Consideration; No Admission of Liability. The parties agree that the consideration paid to MCNAMEE is good and sufficient consideration for this Agreement. The parties further agree that these amounts are greater than what MCNAMEE is entitled to receive from HOOPER under HOOPER’s policies and applicable law in the existing circumstances.

5. Release

(a) General and Specific Release and Waiver of Claims by McNamee. MCNAMEE, on behalf of himself, his heirs, administrators, representatives, executors, successors and assigns, and each of them, in consideration of the promises and covenants made by HOOPER in this Agreement, hereby knowingly and voluntarily compromises, settles and releases and forever discharges HOOPER, its present and former parents, subsidiaries, divisions, affiliates, agents, employees, directors, officers, predecessors, successors, and assigns from any and all actions, causes of action, suits, claims, contracts, agreements, charges or complaints, known or unknown, which MCNAMEE has, may have, or claims to have, for everything and anything that has occurred from the beginning of time through the date of this Agreement.

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MCNAMEE acknowledges that the above general and specific releases include, but are not limited to, claims arising under federal, state, and local laws prohibiting employment discrimination, claims arising under the common law, including but not limited to, claims for breach of contract, promissory estoppel, negligent or intentional infliction of emotional distress and defamation, and any other claims arising in any way from MCNAMEE’s employment and cessation of employment, and any conduct by HOOPER and/or its present and former parents, subsidiaries, divisions, affiliates, agents, employees, directors, officers, predecessors, successors, and assigns from the beginning of time through the date of this Agreement.

By way of specification, but not of limitation, MCNAMEE hereby expressly waives and releases any and all claims or rights arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e, et seq., Section 1981 of the Civil Rights Act of 1866, as amended, 42 U.S.C. §§ 1981, the New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq., the New Jersey Conscientious Employee Protection Act, N.J.S.A. 34:19-1, et seq., the New Jersey Wage and Hour laws N.J.S.A. 34:11-56a, et seq., and the New Jersey Family Leave Act, N.J.S.A. 34:11B-1, et seq., the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 626, et seq., the Americans with Disabilities Act, 43 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq., the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A, any and all claims under New Jersey law, and any and all claims for compensatory and punitive damages and attorneys’ fees, costs or other expenses incurred by MCNAMEE’s attorneys in pursuit of any claim by MCNAMEE.

Notwithstanding anything to the contrary in the foregoing, MCNAMEE is not releasing HOOPER from any of its obligations under this Agreement or from any rights to indemnification and reimbursement for expenses in connection therewith that he has under state or federal law (including the corporate law of the State of New York), HOOPER’s Certificate of Incorporation or HOOPER’s by-laws or under any indemnification agreement already existing with HOOPER, subject to the terms thereof.

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(b) General Release and Waiver of Claims by HOOPER. HOOPER, in consideration of the promises and covenants made by MCNAMEE in this Agreement, hereby knowingly and voluntarily compromises, settles and releases and forever discharges MCNAMEE from any and all actions, causes of actions, suits, claims, contracts, agreements, charges or complaints, known or unknown, which HOOPER has, may have or claim to have, for everything or anything that has occurred from the beginning of time through the date of this Agreement, PROVIDED HOWEVER, it is understood and agreed that the foregoing release and discharge shall not release or discharge MCNAMEE from any claims of which HOOPER presently has no knowledge arising from violations of law, material breaches of a HOOPER policy or unauthorized disclosure of any confidential and/or proprietary information of HOOPER (except with respect to good faith performance of duties) or from his obligations under this Agreement or under Sections 10, 11 and 12 of the Employment Agreement and HOOPER expressly does not release him from such obligations.

6. Consideration and Revocation Periods; Effective Date. MCNAMEE represents: that he has had sufficient time to consider his options regarding his employment by HOOPER, that he has been provided with accurate and complete information regarding all benefits that may be available to him under this Agreement, that he has not been subjected to any threats, intimidation or coercion by HOOPER in connection with this Agreement, and that he has been advised in writing by HOOPER to consult an attorney prior to executing this Agreement. MCNAMEE further represents that he understands that he has at least twenty-one (21) calendar days to consider this Agreement (“Consideration Period”) prior to its execution. If he has executed this Agreement less than twenty-one (21) calendar days from his receipt of it, MCNAMEE represents that his decision to do so was knowing and voluntary. MCNAMEE also understands that he is entitled to revoke this Agreement at any time during the seven (7) calendar days following MCNAMEE’s execution of this Agreement (“Revocation Period”) by causing written notice of his revocation to be received by Robert W. Jewett (Fax. No. 908-953-6304) during that period. This Agreement shall become final and binding on the eighth day

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after execution unless timely notice of MCNAMEE’s revocation has been delivered to HOOPER in the manner specified in this paragraph (the “Effective Date”).

7. Return of Company Property. At the time of MCNAMEE’s Resignation Date, MCNAMEE acknowledges and agrees that he will return to HOOPER any and all documents, keys, records and all other tangible things which are the property of HOOPER.

8. Representation by Attorney. MCNAMEE acknowledges that MCNAMEE has carefully read this Agreement; that MCNAMEE understands its final and binding effect; that MCNAMEE has been given the opportunity to be represented by independent counsel in negotiating and executing this Agreement and that MCNAMEE has been advised by counsel regarding the terms and effect of this Agreement prior to the time he executed this Agreement and has had the subsequent opportunity to do so since that time; and that MCNAMEE understands the provisions of this Agreement and knowingly and voluntarily agrees to be bound by them.

9. No Reliance Upon Representations. MCNAMEE hereby represents and acknowledges that in executing this Agreement, MCNAMEE does not rely and has not relied upon any representation or statement made by HOOPER or by any of HOOPER’s past or present agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement other than as set forth in this Agreement.

10. Entire Agreement. This Agreement and Sections 7(a),(c) and (d), 8(b) and 10 through 12 of the Employment Agreement, which shall continue in full force and effect, shall contain the entire agreement between the parties, and shall not be modified except in writing signed by the party to be bound.

11. Severability. If a court finds any provision of this Agreement void, invalid or unenforceable as applied to any circumstance, the remainder of this Agreement and the application of such provision shall be interpreted so as best to effect the intent of the parties hereto. The parties further agree to replace any such void, invalid or unenforceable provision of

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this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, or other purposes of the void or unenforceable provision.

12. Governing Law. This Agreement shall be governed by the laws of the State of New Jersey without giving effect to any conflicts of law principles. The parties also agree that the state and federal courts in the State of New Jersey shall have exclusive jurisdiction and venue over the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year set forth below.

	HOOPER HOLMES, INC.
Date: 8/24/2005	By:	/s/ ROBERT W. JEWETT
		Robert W. Jewett
		Secretary and General Counsel
	ACCEPTED AND AGREED:
Date: 8/24/2005	By:	/s/ JAMES M. MCNAMEE
		JAMES M. MCNAMEE

Sworn and subscribed before me this day of August     , 2005.

Notary Public

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EX-99.1

EXHIBIT 99.1

	News Release
170 Mt. Airy Road
Basking Ridge, NJ 07920
	CONTACT:
	Hooper Holmes
	Robert William Jewett
	Senior Vice President & General Counsel
	(908) 766-5000
	Financial Dynamics
	Investors: John Capodanno/Theresa Kelleher
	Media: Sean Leous
	(212) 850-5600

HOOPER HOLMES ANNOUNCES DEPARTURE OF CEO

—Benjamin A. Currier Assumes Role of Interim CEO —

BASKING RIDGE, N.J., August 24, 2005 - Hooper Holmes, Inc. (AMEX: HH) today announced that James M. McNamee has resigned as the Company’s Chairman, President and Chief Executive Officer. Mr. McNamee’s resignation is effective immediately. Benjamin A. Currier, the Lead Director on the Company’s Board of Directors, has been elected Chairman of the Board and will assume the role of Chief Executive Officer on an interim basis. The Board will initiate a search process for Mr. McNamee’s successor immediately.

The Board expressed its appreciation to Mr. McNamee for the key leadership role he has played in the Company’s development since he joined the Company in 1968.

Mr. Currier, age 71, is a retired insurance executive, having most recently served as Senior Vice President Operations for an ING/Barings subsidiary, and prior to that as a Vice President at Allstate Life. He has served on the Board since 1996. In connection with his appointment as acting Chief Executive Officer, Mr. Currier will step down from his positions as a member of the Board’s Audit, Governance and Nominating and Compensation Committees.

In a related action, the Board elected Mr. Paul Kolacki to be a member of the Company’s Board of Directors. Mr. Kolacki, age 63, served as Executive Vice President and Chief Operating Officer of Hooper Holmes from 1991 through 2000 when he retired after 35 years with the

Company. Mr. Kolacki will perform consulting services for the Company, and will serve on the Board’s Management and Planning Committee.

About Hooper Holmes, Inc.:

Hooper Holmes provides outsourced risk assessment services to the life insurance industry through over 265 locations nationwide and in the United Kingdom, as well as claims evaluation information services to the automobile, and workers’ compensation insurance industries.

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