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): April 3, 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 2.06 Material Impairments.

On April 5, 2006, Hooper Holmes, Inc. (the “Company”) completed its annual testing for impairment of goodwill and other intangible assets and, on the basis of that assessment, has determined to recognize a pre-tax non-cash impairment charge as of year-end 2005 in the aggregate amount of $132.6 million. Of this amount, $114.6 million represents the write-off of goodwill; the balance, $18.0 million, the write-off of intangible assets, including Customer Relationships, Physician Networks and Non-competition agreements. This impairment write-off is subject to review by the Company’s independent auditors. The Company does not expect this charge to result in any changes to the way it conducts its business.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(a) The Company has received a notice from the staff of the American Stock Exchange (the “Amex”), dated April 3, 2006, advising that the Company is not in compliance with Amex’s continued listing standards, as provided in Sections 134 and 1100 of the Amex Company Guide. The notice was prompted by the Company’s failure to timely file 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. For more information, see Item 8.01 of this current report.

The Amex notice requires that the Company submit a plan by April 17, 2006 advising the Amex of action the Company has taken, or will take, to bring the Company into compliance with the continued listing standards by no later than June 2, 2006. As required by the Amex’s notice, on April 7, 2006, the Company issued a press release disclosing the receipt of the notice and the Company’s non-compliance with the specified provisions of the Amex continued listing standards. A copy of this press release is attached as Exhibit 99.1 to this current report on Form 8-K.

The Company intends to submit a plan to the Amex and anticipates that the Company will be able to file its Form 10-K on or prior to April 25, 2006.

Item 8.01. Other Events.

On March 31, 2006, the Company issued a press release announcing that the Company would not be able to file its annual report on Form 10-K as of and for the year ended December 31, 2005 by March 31, 2006, the extended due date for such filing.

The Company’s notification of late filing with respect to the Form 10-K, filed with the SEC on March 16, 2006, indicated that the Company — consistent with its expectations at the time — would file its Form 10-K on or before March 31, 2006. The Company now expects that it will be able to file its Form 10-K on or before April 25, 2006. The additional delay in filing the Company’s Form 10-K is primarily attributable to the continuing additional review procedures being performed in connection with the intended restatements of prior period consolidated financial information that will be included in the Form 10-K, such restatements having been previously disclosed in the Company’s press release (and related Form 8-K filing) of February 23, 2006.

2

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press release, dated April 7, 2006, disclosing receipt of a letter from the American Stock Exchange indicating that the Company is not in compliance with certain provisions of the Amex’s continued listing standards and disclosing the amount of a non-cash impairment charge
99.2	Press release, dated March 31, 2006, regarding the Company’s inability to file its annual report on Form 10-K as of and for the year ended December 31, 2005

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: April 7, 2006	By:	/s/ Joseph A. Marone
		Joseph A. Marone
		Vice-President, Acting Chief Financial Officer

4

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 / Evan Smith Media: Sean Leous Financial Dynamics 212-850-5600

Hooper Holmes Receives AMEX Notice Regarding Delayed Filing of Form 10-K

Announces the amount of a Non-Cash Impairment Charge

BASKING RIDGE, N.J., April 7, 2006 — Hooper Holmes, Inc. (AMEX: HH) announced today that it has received a written notice from the American Stock Exchange (Amex) stating that the Company’s failure to timely file with the Securities and Exchange Commission its annual report on Form 10-K as of and for the year ended December 31, 2005 is a material violation of the Company’s listing agreement with the Amex and therefore, the Amex is authorized to suspend and, unless prompt corrective action is taken, remove the Company’s securities from the Amex. To be timely, the Form 10-K needed to be filed on or before March 31, 2006.

To maintain its Amex listing, Hooper Holmes must submit a plan by April 17, 2006 advising the Amex of the action the Company has taken, or will take, that will bring the Company into compliance with the Amex continued listing standards by no later than June 2, 2006. If the Company is not in compliance by that date or does not make progress consistent with its plan during the plan period, it will be subject to delisting proceedings. The Company anticipates that it will be able to file its Form 10-K on or prior to April 25, 2006 and that upon such filing, it will be in full compliance with the Amex continued listing standards. As previously disclosed, the delay in filing the Form 10-K is primarily attributable to the continued additional review procedures being performed in connection with the intended restatements of prior period consolidated financial information that will be included in the Form 10-K. The nature of the restatements has been previously disclosed in the Company’s press release of February 23, 2006

The Company also announced that it has completed its annual testing for impairment of goodwill and other intangible assets and, on the basis of that assessment, has determined to recognize a pre-tax non-cash impairment charge as of the year-end 2005 in the aggregate amount of $132.6 million. Of this amount, $114.6 million represents the write-off of goodwill and the balance, $18.0 million, represents the write-off of intangible assets. This impairment write-off is subject to review by the Company’s independent auditors. The Company does not expect the charge to have any adverse effect on the Company’s business outlook for future fiscal periods.

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

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-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 April 7, 2006, and the Company undertakes no duty to update this information unless required by law.

- 2 -

EX-99.2

EXHIBIT 99.2

                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 / Evan Smith
	Media: Sean Leous
	Financial Dynamics
	212-850-5600

Hooper Holmes Delays 10-K Filing Until April 25, 2006 to Complete Review

BASKING RIDGE, N.J., March 31, 2006 — Hooper Holmes, Inc. (AMEX: HH) announced today that the filing of its 2005 Form 10-K with the United States Securities and Exchange Commission (SEC) will be delayed beyond the March 31, 2006 extended due date. The delay is to complete a previously announced restatement of prior period earnings and an analysis of a goodwill and intangible asset impairment charge to be taken as of year-ended December 31, 2005. Hooper Holmes anticipates that it will be able to file its Form 10-K on or prior to April 25, 2006.

As previously announced in a press release and Form 8-K filed with the SEC on February 23, 2006, the Company intends to restate certain of its prior period consolidated financial statements. Accordingly, the Company’s consolidated financial statements for the period indicated in the filing should no longer be relied upon. The restatements should not have any adverse effect on the Company’s business outlook for future fiscal periods, nor impact future cash flows from operations.

James Calver, the Company’s recently appointed Chief Executive Officer, commented, “The extensive review that we have undertaken underscores our commitment to ensure we have a solid foundation to build upon. We are working closely with our independent auditors to complete our review. I continue to believe the company has a strong asset base that has not been effectively utilized in the recent past. By implementing improved internal processes and controls, and maintaining financial discipline, I believe we have an opportunity to capitalize on the strength of our products, market position, and skilled employees.”

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

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-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 23, 2006, and the Company undertakes no duty to update this information unless required by law.

- 2 -