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): January 31, 2006

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.

As described in the proxy statement for Hooper Holmes, Inc.’s 2005 annual meeting of shareholders, effective as of January 1, 2005, the Company’s Board of Directors adopted a new schedule of compensation for each of the Company’s non-employee directors. This compensation schedule, a copy of which is included in the proxy statement, provides for each such director to receive 5,000 shares of the Company’s restricted stock each year in addition to certain cash payments as reflected in that schedule. All directors in office on January 1, 2005 received such a stock grant in accordance with a pre-existing plan. However, because no further restricted shares were available under that plan or under any other existing plan, Messrs. Leslie Hudson, Roy Lowrance and Paul Kolacki, three non-employee directors who were subsequently elected or appointed to the Board, did not receive any restricted shares for their Board service in 2005. Accordingly, on January 31, 2006, the Board of Directors determined that each of these three non-employee directors should receive, in lieu of the 5,000 shares of restricted stock to which they were entitled under the schedule of compensation for non-employee directors, the cash value of shares for their service on the Board in 2005. The amount to be paid to each of them will be the fair market value of 5,000 shares of the Company’s common stock, based on the closing price of such stock on the second business day following the day on which the Company files with the Securities and Exchange Commission the Company’s annual report on Form 10-K as of and for the year ended December 31, 2005. Each of these directors is expected to use the proceeds of this cash payment to purchase shares of the Company’s common stock in the open market.

Also as reflected in the proxy statement for the Company’s 2005 annual meeting of shareholders, each non-employee director of the Company was granted, as additional compensation for services, 5000 shares of the Company’s common stock on each of January 31, 2003, 2004 and 2005, in accordance with a resolution of the Board dated January 28, 2003. Under the terms of these grants, the shares could not be transferred for a period of four years following the grant thereof. On January 31, 2006, the Board amended the terms of these grants such that a director’s shares covered by any such grant will immediately become transferable in the event the director retires from the Board.

Item 1.02 Termination of a Material Definitive Agreement.

The Company has had a supplemental retirement plan for its executive officers and certain other senior management under which the Company has paid the premiums on whole-life insurance policies for, and on behalf of, such persons. On January 31, 2006, the Company’s Board of Directors determined to discontinue the supplemental retirement plan and make no further premium payments on such insurance policies on behalf of the persons covered thereby, other than certain former officers for which the Company is obligated to do so for specified time periods under the terms of the agreements entered into with such former officers.

Item 2.02 Results of Operations and Financial Condition.

On February 6, 2006, the Company issued a press release, which, among things, updated the Company’s guidance for fiscal year 2005 and announced an expected impairment charge to goodwill. Reference is made to a copy of that press release, filed as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.

2

Item 8.01 Other Events.

On February 6, 2006, the Company announced that John Spenser, the Company’s Chief Operating Officer, has assumed the additional responsibility of managing the Company’s Claims Evaluation Division. The Company also announced that Daniel Ross has resigned as Executive Vice-President of the Claims Evaluation Division, with immediate effect.

The Company also announced that its Board of Directors has voted to suspend payment of cash dividends for 2006.

Reference is made to the Company’s press release dated February 6, 2006, a copy of which is filed as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Description of certain director compensation to be paid to Leslie Hudson, Roy Lowrance and Paul Kolacki
99.1	Press Release, dated February 6, 2006

3

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: February 6, 2006	By:	/s/ Robert W. Jewett
		Robert W. Jewett
		Secretary and General Counsel

4

EX-10.1

EXHIBIT 10.1

Description of certain cash compensation to be paid to Leslie Hudson, Roy Lowrance and Paul Kolacki

Hooper Holmes, Inc. (the “Company”) will pay to each of, Leslie Hudson, Roy Lowrance, and Paul Kolacki, the cash value of 5,000 shares of the Company’s common stock (as determined by the closing price of the Company’s common stock on the second business day following the day on which the Company files with the Securities and Exchange Commission its annual report on Form 10-K as of and for the year ended December 31, 2005) for service as a director in 2005, in lieu of a restricted stock grant of 5,000 shares to which each of them would otherwise be entitled to under the non-employee director compensation schedule currently in effect.

5

EX-99.1

EXHIBIT 99.1

	News Release
170 Mt. Airy Road Basking Ridge, NJ 07920

Hooper Holmes

James Calver

Chief Executive Officer

(908) 766-5000

PRESS RELEASE
	Investors: Jonathan Birt / John Capodanno
	Media: Sean Leous
	Financial Dynamics
	212-850-5600

HOOPER HOLMES UPDATES GUIDANCE FOR FULL YEAR 2005

BASKING RIDGE, N.J., February 6, 2006 — Hooper Holmes, Inc. (AMEX: HH) today announced revised guidance – from that communicated in early October 2005 – for the year ended December 31, 2005. The Company now expects to incur a loss of between $.03 and $.06 per diluted share for fiscal 2005, inclusive of certain charges, in the aggregate amount of approximately $1.9 million, described below. The Company’s prior guidance indicated expected earnings per diluted share of $.07 to $.09 for fiscal 2005. The revised EPS estimate is exclusive of an expected goodwill and intangible asset impairment charge, discussed below. Revenues are now expected to be $315-$320 million (revised from the prior guidance of $320-$330 million) for fiscal 2005. Several factors have contributed to the deviation from the projections underlying the Company’s October 2005 guidance.

The principal reasons for the lowering of the revenue guidance from that previously communicated relate to:

Medicals Direct Group, whose 2005 revenues are now anticipated to be approximately $1.5 million below that previously projected, which management attributes to a decline in life insurance applications in the U.K. market in the last several months of 2005.

Heritage Labs, whose 2005 revenues are now anticipated to be approximately $0.9 million below that previously projected, reflecting Heritage Labs’ testing a lower than expected number of specimens in the fourth quarter of 2005.

Mid-America Agency Services (MAAS), whose 2005 revenues are now anticipated to be approximately $1.6 million below that previously projected, reflecting the processing of fewer than projected underwriting units on behalf of the large insurance company from which MAAS generates a significant portion of its revenues.

The Company’s lower guidance with respect to earnings (loss) per diluted share for fiscal 2005 also reflects approximately $2.1 million in selling, general and administrative (SG&A) costs not included in the Company’s projections in early October 2005. The most significant portion of these higher than anticipated SG&A costs relates to Medicals Direct Group. Other costs include increased communication charges associated with the upgrading of the Company’s data transmission media, increased depreciation charges related to the capitalization of projects completed in the fourth quarter of 2005, and finance consulting and executive officer search fees. In addition, the Company expects to incur an aggregate amount of approximately $1.9 million in severance charges, restructuring charges, executive relocation expenses and the write-off of certain business application software.

As reported in the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2005, the Company’s management deemed it appropriate to test for impairment of goodwill of each of its two business segments as of September 30, 2005. Based on a consistently prepared analysis, the Company determined that its goodwill was not impaired as of September 30, 2005. The third quarter analysis indicated that if there were a decline in the fair value of either or both of its two business segments, management anticipated that the Company’s year-end impairment testing would likely result in the recognition of an impairment charge to goodwill that could be material. The Company retained an independent valuation firm to assist with the Company’s year-end 2005 testing of impairment of goodwill and intangible assets. The impairment review is not finalized, however, based on preliminary results of discounted cash flow and market approach valuation methodologies, management estimates that it will be required to recognize a material impairment charge in the fourth quarter of 2005.

The Company also announced that its Board of Directors voted on February 3, 2006, to suspend payment of cash dividends for 2006.

James Calver, newly appointed Chief Executive Officer of the Company, in reviewing the overall management structure of the Company, is pleased to announce that John Spenser, the Company’s Chief Operating Officer, has assumed the additional responsibility of managing the Company’s Claims Evaluation Division (CED). Daniel Ross has resigned as Executive Vice-President of the CED, with immediate effect.

With respect to today’s announcements, Mr. James Calver, commented, “We are now undertaking a thorough and active review of the entire business. I joined Hooper Holmes in January of this year because I believe the Company has a good base of products and clients and excellent long-term opportunities for growth. I look forward to setting out plans for repositioning the Company, including aligning our infrastructure and revenue base, over the coming months.”

The Company expects to report its fourth quarter and fiscal 2005 results on February 28, 2006 and hold its quarterly earnings conference call on March 1, 2006.

******************

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 265 locations nationwide and in the United Kingdom.

Safe Harbor Statement

Statements in this news release that are not strictly historical may be deemed to be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-

- 2 -

looking statements are based on management’s current expectations and are subject to the many uncertainties that exist in the Company’s operations and environment. These uncertainties, which include industry conditions, market demand and pricing, competitive and cost factors, the reorganization of the Company, changes in the regulatory environments in which the Company operates and other factors, are incorporated by reference in the Company’s annual report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission. Such factors could cause actual results to differ materially from those in the forward-looking statements. All information in this press release is as of February 6 2006, and the Company undertakes no duty to update this information unless required by law.

- 3 -