DFAN14A 1 ddfan14a.htm ADDITIONAL MATERIALS ADDITIONAL MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant ¨                            Filed by a Party other than the Registrant x

Check the appropriate box:

 

¨   Preliminary Proxy Statement

 

¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨   Definitive Proxy Statement

 

x   Definitive Additional Materials

 

¨   Soliciting Material Pursuant to §240.14a-12

 

 

Hooper Holmes, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

Ronald V. Aprahamian

Larry Ferguson

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

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¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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Mr. Ronald Aprahamian provided the attached slide presentation to certain corporate governance organizations today.

Ronald V. Aprahamian and Larry Ferguson, have filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of Mr. Aprahamian’s nominees at the 2009 annual meeting of shareholders of Hooper Holmes, Inc.

 

 

 

Item I. Slide Presentation to Risk Metrics

 

 

 

1
Risk Metrics Presentation
May 8, 2009
Ronald V. Aprahamian
Larry Ferguson
Shareholder Advocacy and
Proxy Contest at
Hooper Holmes, Inc.

2
Change is needed now at Hooper Holmes, Inc.
________________________________________________________
•
The stock price has fallen over 90% over the past four years 
•
The Company has experienced substantial declines in revenue and has posted
losses for the past four years
•
Board/management has failed to provide guidance on revenue, costs or profits, and
there is a loss of confidence among investors
•
The Board is entrenched, not responsive to requests for new Board members, and
has reduced the number of Board seats from 9 in 2007 to 7 in 2009
•
The Board rejected Mr. Aprahamian’s
proposals to add the Aprahamian nominees,
who have CEO-level experience and were not even interviewed

3
Hooper Holmes underperformed during the past four years
•
Board and management have failed to:
–
halt the decline of revenue
–
reduce costs to offset the
declining revenues
–
implement a plan to keep costs at
a maximum of 95% of revenue
$(7,307)
$208,632
2007
$(86,091)
$293,862
_2006
$(1,885)
$(96,623)
$10,015
Income
(loss)
$198,223
$320,346
$326,651
Revenue
_2008_
_2005_
_2004_
Hooper Holmes 10-K for the years ended December 31, 2006 and December 31, 2008

4
Hooper Holmes’
stock price performance
$-
$20.00
$40.00
$60.00
$80.00
$100.00
$120.00
$140.00
$160.00
2003
2004
2005
2006
2007
2008
Hooper Holmes, Inc.
S&P 500 Composite Index
Russell 2000 Index
$ 89.68
$137.55
$141.43
$120.89
$117.00
$100.00
Russell 2000 Index
$ 81.23
$132.06
$127.55
$112.26
$108.99
$100.00
S&P 500 Composite Index
$   4.18
$  28.78
$  55.38
$ 42.66
$  96.76
$100.00
Hooper Holmes, Inc.
12/31/08
12/31/07
12/31/06
12/31/05
12/31/04
12/31/03
Source: Hooper Holmes 10-K for the year ended December 31, 2008
•
Hooper Holmes’
stock performance has significantly underperformed the broader
market

5
What are we trying to accomplish at Hooper Holmes, Inc.
•
Cause management to be held accountable for performance and place emphasis on
achieving shareholder value
•
Enumeration of specific steps to improve financial performance and communication
of revenue, cost and profit goals to shareholders
•
A greater sense of Board responsiveness to shareholders
•
Incorporate new members with CEO-level experience in turnarounds who will bring
fresh ideas to the Board
•
Eliminate Board entrenchment by:
–
Declassifying the Board, and
–
Removing the poison pill

6
Who We Are –
Ronald Aprahamian
•
Independent investor who owns 3,061,000 shares (4.4%) of common stock of Hooper
Holmes
•
Significant experience in the healthcare, healthcare services, and software industry
•
Former
CEO
of
a
$50
million
public
company
(1975
–
1986)
and
of
a
$100
million
private company (1988 –
1996)
•
Director experience with 5 public companies with revenues ranging from $50 million
to $1.5 billion and 5 private companies
•
Experienced in corporate turnarounds:
–
Superior Consultants Holding, Inc.,  from 20 million market cap to $111 million. 
Resulting in the cash-sale of the company
–
First
Consulting
Group,
Inc.
from
140
million
market
cap
to
$365
million. 
Resulting in the cash-sale of the Company

7
Who We Are -
Larry Ferguson
•
Nearly 30 years of experience in the healthcare and technology industry
•
Current Director of Accelrys, Inc. (ACCL)
•
Served as President of Systems Associates, Inc. (public company acquired by
American Express, later a division of First Data Corporation) from 1986 to 1992
•
Served as CEO of First Consulting Group from 2006 to 2008, publicly trader provider
of information technology services and products to health and life sciences
organizations.  Contributed to its turnaround, resulting in a $365 million cash-sale of
the company
•
Extensive managerial experience, served as CEO of both domestic and international
companies, as well as public and private companies ranging in size from business
with hundreds of employees to approximately 3000
•
Served as Chairman of the Board of Daou
Systems, Inc., publicly traded provider of
consulting and management services to healthcare organizations
•
Served as director of Sunquest
Information Systems, publicly traded healthcare
information systems company

8
Timeline of events leading up to the Proxy Contest
•
Mr.
Aprahamian
became
a
Hooper
Holmes’
shareholder
in
early
2008.
He
currently
owns
3,061,000 shares, more than the entire Board combined
•
In July 2008, Ron Aprahamian contacted the Board, expressing interest to become a Board
member to help improve the Company’s deteriorating economic performance
•
In 2008, Heartland Advisors, with 18.8% holdings, provided the Board with a positive reference for
Mr. Aprahamian
•
In November of 2008 the Company reported another poor quarterly performance.  Hooper
Holmes’
market cap fell to just $10 million.
•
In
November
2008,
Ron
Aprahamian
asked
Mr.
Bubbs
(CEO)
and
Mr.
Lowrance
(Chairman
of
the
Board) to report their planned actions to counteract further losses
•
Hooper Holmes stated no such report would be issued until March 2009
•
In
January
2009,
Mr.
Lowrance
informed
Ron
Aprahamian
that
his
candidacy
had
been
rejected
•
Ron
Aprahamian
sent
further
communications
to
Mr.
Lowrance
to
re-consider
his
candidacy
to
which
he
responded
that
the
Board
would
not
review
further
the
“merits”
of
his
candidacy

9
Timeline
of
events
leading
up
to
the
Proxy
Contest
(contd.)
•
In
the
Company’s
analyst
call
of
March
13,
2009,
Mr.
Bubbs
stated:
“the
Governance
Committee
realizes that as we enter the healthcare sector, we’re going to want to have more expertise on the
health side with a good dash of business knowledge, and so they’re aggressively recruiting in that
particular area.”
However, instead of opening the Board to new members when Mr. Kennedy
resigned, the Board chose to reduce the Board seats continuing to ignore our nominees
•
We tried to avoid a costly proxy contest by personally contacting the Company’s CEO and
Chairman of the Board. We suggested the expansion of the Board to accommodate our
nominees
•
On
April
13,
2009,
Mr.
Aprahamian
sent
another
letter
to
Mr.
Bubbs
and
Mr.
Lowrance
asking
to
reconsider their position and communicating his intention to start a proxy contest on April 15, 2009
•
After
the
Board
and
management
ignored
Ron
Aprahamian’s
requests,
he
filed
a
preliminary
proxy on April 15, 2009

10
Mr.
Aprahamian
Responses
to
the
Company’s
Letter
to
Shareholders of April 20, 2-009
•
“Mr. Aprahamian’s
prior
SEC
and
Sunrise
experiences
make
him
unqualified
to
serve
the
Hooper
Holmes Board.”
–
In
1985
an
SEC
Consent
Agreement
was
signed.
This
fact
has
been
fully
disclosed
and
was
not
a
factor
in
4
subsequent
public
company
directorships
on
which
Mr.
Aprahamian
served
–
With respect to the Sunrise Litigation:
•
A Special Independent Investigation was completed.
•
The Case settled for $13 million.
•
Findings of no fault of independent directors
•
Mr. Aprahamian
served
as
director
of
Metrocall,
Inc.,
which
filed
for
bankruptcy
in
2002.
–
This experience will serve the Company well, particularly in this economic environment
•
Mr. Aprahamian, with the shareholding greater than that of the entire Board has interests strongly
aligned with those of the shareholders
•
Mr. Aprahamian
is well qualified to serve as a director of Hooper Holmes

11
Mr. Aprahamian’s
Nominees’
Plan for Hooper Holmes
•
Add directors with CEO experience at public companies to contribute to developing a
successful turnaround plan for the Company
•
Develop
a
sound
plan
and
define
revenue,
cost
and
profit
targets
for
shareholders
who can hold the Board/Management accountable
•
Develop a compensation system for Management and Staff tied to accomplishment
of targeted profit and revenue goals
•
Review and evaluate the strategic initiatives of the Company, including for each
business unit
•
Hold Management accountable for the achievement of planned targets
•
Declassify the Board to have every Director up for election or re-election on an
annual basis rather than every three years
•
Eliminate the poison pill currently in place

12
Cautionary
Statement Regarding Forward-Looking Statements
This document contains forward-looking statements. These statements may be
identified by the use of forward-looking terminology such as the words “expects,”
“intends,”
“believes,”
“anticipates”
and other terms with similar meaning indicating
possible future events or actions or potential impact on the business or shareholders
of the Company. These forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties that could
cause actual results to differ materially. These risks and uncertainties include, among
others, the ability to successfully solicit sufficient proxies to elect Mr. Aprahamian’s
Nominees to the Company’s board of directors, the ability of Mr. Aprahamian’s
Nominees to influence Hooper Holmes’
Board of Directors and the management of
the Company and to improve the strategic direction of the Company, and risk factors
associated with the business of the Company, as described in the
Company’s Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2008,
and
in
other
periodic reports of the Company, which are available at no charge at the website of
the
Securities
and
Exchange
Commission
at
http://www.sec.gov.
Accordingly,
you
should not rely upon forward-looking statements as a prediction of actual results.

ADDITIONAL INFORMATION

On May 08, 2009, Ronald V. Aprahamian and Larry Ferguson, made a definitive filing with the Securities and Exchange Commission of a definitive proxy statement and an accompanying BLUE proxy card to be used to solicit votes for the election of Mr. Aprahamian’s nominees at the 2009 annual meeting of shareholders of Hooper Holmes, Inc. (the “Company”)

RONALD V. APRAHAMIAN AND LARRY FERGUSON ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ MR. APRAHAMIAN’S AND FERGUSON’S DEFINITIVE PROXY STATEMENT AND ANY OTHER PROXY MATERIALS RELATED TO THE SOLICITATION OF PROXIES FROM SHAREHOLDERS OF THE COMPANY FOR USE AT THE 2009 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PROPOSED DIRECTOR NOMINEES OF MR. APRAHAMIAN AND PARTICIPANTS IN SUCH PROXY SOLICITATION. THE PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR. GEORGESON INC., AT ITS TOLL-FREE NUMBER: 1-866-828-4295.