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): October 31, 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 2.02. Results of Operations and Financial Condition.

On October 31, 2005, Hooper Holmes, Inc. (the “Company”) issued a press release announcing its operating results and financial condition for the quarterly period ended September 30, 2005, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press release, dated October 31, 2005, regarding the Company’s operating results and financial condition for the quarterly period ended September 30, 2005

2

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: November 2, 2005	By:	/s/ Joseph Marone
		Joseph Marone
		Vice President,
		Acting Chief Financial Officer

3

EX-99.1

EXHIBIT 99.1

News Release

170 Mt. Airy Road

Basking Ridge, NJ 07920

	Hooper Holmes
	Joseph Marone Vice President & Acting Chief Financial Officer
	(908) 766-5000
PRESS RELEASE
	Financial Dynamics
	Investors: Jonathan Birt / John Capodanno
	Media: Sean Leous
	Financial Dynamics
	212-850-5600

HOOPER HOLMES ANNOUNCES 2005 THIRD QUARTER FINANCIAL RESULTS

BASKING RIDGE, NJ, October 31, 2005, Hooper Holmes, Inc. (AMEX:HH) today reported its financial results for the third quarter and nine months ended September 30, 2005.

Total revenues for the quarter decreased 6% to $77.5 million compared to $82.4 million in the third quarter of 2004. Net loss was $2.5 million or $0.04 per diluted share compared to net income of $2.4 million or $0.04 per diluted share in the third quarter of the prior year. The third quarter 2005 operating income included an after tax charge of $.04 per diluted share related to costs associated with the previously announced departures of the Company’s former President and Chief Executive Officer, and the Company’s former Chief Financial Officer, in the third quarter, as well as the write-off of certain purchased business application software.

Third quarter 2005 revenues for the Company’s Health Information Division (HID) were $68.3 million, a decrease of 3.7% compared to the $70.9 million reported in the third quarter 2004. Key factors influencing the HID’s period-over-period operating results were:

• A $5.4 million, or 12% decrease in Portamedic revenues to $40.6 million, reflecting the continued decline in the Company’s core paramedical business

• A $1.0 million, or 28% increase in Mid-America Agency Services (MAAS) revenues to $4.5 million

• A $0.3 million, or 3% increase in Medicals Direct, our UK subsidiary, revenues to $10.7 million

• A $0.6 million, or 15% increase in Heritage Labs revenues to $4.7 million

• A $0.8 million, or 12% increase in Infolink revenues to approximately $7.9 million

Revenues for the Company’s Claims Evaluation Division (CED) were $9.2 million, compared to $11.5 million, a decrease of 20%, from the third quarter of 2004. The decrease was primarily a result of reduced independent medical exam and peer review activity in New York State, where a substantial amount of the CED’s revenue is generated.

For the nine months ended September 30, 2005, total revenues decreased 0.5% to $244.0 million from $245.3 million in last year’s comparable period. Net income was $2.8 million, or $0.04 per diluted share, for the nine-month period ended September 30, 2005, compared to $8.8 million, or $0.13 per diluted share, in the first nine months of last year.

Benjamin A. Currier, Chairman and interim Chief Executive Officer of Hooper Holmes, stated, “The third quarter results reflect the continuing decline of our core paramedical business, which prompted our release on October 7^th of revised revenue and earnings guidance for the full year of 2005. The management team and Board of Directors are committed to completing our reorganization and promptly improving our earnings performance, demonstrating to our customer base an improved quality and efficiency of our operations, and substantially reducing costs. We intend to leverage our employee resources, geographic reach, experience, industry relationships and products and services.”

Mr. Currier added, “The Company’s search for both a CEO and CFO are progressing and we will update the market when a decision has been made.”

Hooper Holmes will host a conference call on Tuesday, November 1, 2005 to discuss third quarter 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 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.

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 their 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.

2005 CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months ended September 30,						Nine Months ended September 30,
	2005			2004			2005			2004
Revenues	$	77,548		$	82,446		$	244,019		$	245,281
Cost of operations		59,302			59,161			178,810			176,079
Gross profit		18,246			23,285			65,209			69,202
Selling, general and administrative expenses		22,317			19,260			60,167			54,405
Operating (loss) income		(4,071	)		4,025			5,042			14,797
Other income (expense):
Interest expense		(147	)		(216	)		(493	)		(560	)
Interest income		111			94			288			251
Other income, expense, net		(126	)		(65	)		(353	)		(265	)
		(162	)		(187	)		(558	)		(574	)
(Loss) Income before income taxes		(4,233	)		3,838			4,484			14,223
Income tax (benefit) expense		(1,742	)		1,488			1,725			5,423
Net (loss) Income	$	(2,491	)	$	2,350		$	2,759		$	8,800
Net (loss) income per share:
Basic	$	(0.04	)	$	0.04		$	0.04		$	0.14
Diluted	$	(0.04	)	$	0.04		$	0.04		$	0.13
Weighted average number of shares:
Basic		65,527,594			65,032,457			65,351,112			64,965,666
Diluted		65,527,594			66,287,393			66,080,614			66,550,831

Hooper Holmes, Inc.

Consolidated Balance Sheets

(in thousands)

(unaudited)

	09/30/2005		12/31/2004
ASSETS
Current Assets:
Cash and cash equivalents	$	12,188	$	16,973
Marketable securities		2,172		6,886
Accounts receivable, net		44,962		42,001
Other current assets		7,117		7,242
Total current assets		66,439		73,102
Property, plant and equipment:		38,994		36,740
Less: Accumulated depreciation and amortization		26,804		25,540
		12,190		11,200
Goodwill		155,586		155,502
Intangible assets		31,447		35,380
Other assets		434		521
Total assets	$	266,096	$	275,705
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	1,052	$	1,067
Accounts payable		12,632		14,701
Accrued expenses:
Salaries, wages and fees		961		1,105
Income taxes payable		454		2,512
Other		14,688		15,453
Total current liabilities		29,787		34,838
Long term debt, less current maturities		—		1,000
Other long term liabilities		152		3,881
Deferred income taxes		6,967		7,475
Minority interest		348		254
Stockholders’ equity:
Common stock, par value $.04 per share; authorized 240,000,000 shares, issued 67,499,074 in 2004 and 2003.		2,700		2,700
Additional paid-in capital		123,882		126,086
Accumulated other comprehensive income		688		1,466
Retained earnings		115,244		115,424
		242,514		245,676
Less: Treasury stock at cost (1,815,995 shares in 2005 and 2,297,995 shares in 2004)		13,672		17,419
Total stockholders’ equity		228,842		228,257
Total liabilities and stockholders’ equity	$	266,096	$	275,705