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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-K
_____________________
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2001.
Commission file number: 1-9972
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HOOPER HOLMES, INC.
(Exact name of Registrant as specified in its charter)
New York 22-1659359
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
170 Mt. Airy Road 07920
Basking Ridge, NJ (Zip Code)
(Address of principal executive offices)
Area Code (908) 766-5000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange
on Which Registered
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Common Stock ($.04 par value) American Stock Exchange
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_____________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (s)229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K. [_]
As of February 28, 2002, there were 65,106,105 shares of Common Stock
outstanding. The aggregate market value of the shares of Common Stock held by
non-affiliates of the Registrant, based on the closing price of these shares on
February 28, 2002 on the American Stock Exchange, was $ 544,863,358 based on
60,607,715 shares. For the purposes of the foregoing calculation only, all
directors and executive officers of the Registrant have been deemed affiliates.
Certain information contained in the Company's 2001 Annual Report to
Shareholders and its Proxy Statement in connection with its 2002 Annual Meeting
of Shareholders is incorporated by reference into Parts I, II and III of this
Form 10-K.
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FORM 10K
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PART 1
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ITEM 1. Business
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General
Hooper Holmes is the nation's leading provider of health information
underwriting services to the life insurance industry. We provide paramedical and
medical examinations, personal health interviews and record collection, and
laboratory testing, which help life insurance companies evaluate the risks
associated with underwriting policies. We serve our customers through our
network of approximately 8,000 registered nurses, licensed practical nurses,
physicians, phlebotomists and medical and EKG technicians, of which
approximately 1,200 are employees and approximately 6,800 are active independent
contractors. We operate through approximately 225 branch offices and 75 contract
affiliate offices located in 50 states, Guam and Puerto Rico. We have over 700
life insurance company customers, and most of the top 100 in the United States.
Growth Strategy
Our growth strategy is to enhance our industry leadership position by
capitalizing on the industry trends and providing the most comprehensive array
of health information services to the life insurance industry. We will pursue
this strategy by:
. Continuing our commitment to industry leadership through automation.
Insurance companies and insurance agents are demanding faster, more
user-friendly services. In response, we have made a substantial investment
in technology and we believe we have the most automated branch network and
operating system in the industry. Today, customers can handle several
examination orders, monitor order status, communicate with our customer
service and branch locations, and receive results of personal health
interviews, electronically. For 2001, we received approximately 48% of all
orders electronically. We intend to continue investing in the latest
technology to further enhance our services and provide expanded electronic
access over the Internet.
. Increasing our focus on alternate distribution channels. Alternate
distribution channels represent a rapidly growing segment of the life
insurance industry. For the year 2001, alternate distribution channel
customers accounted for approximately $64 million or 27% of our gross
Portamedic revenues, up approximately 24% from $51 million for the same
period in 2000. We believe that our geographic coverage and level of
automation position us to provide the level of support that alternate
distribution channels require. We have aggressively pursued sales to
entities using these channels and are currently establishing alliances
that in some cases have resulted in exclusive relationships with them.
. Leveraging our national branch network. Our national branch network
provides us with a broad geographical coverage capable of providing local
service for insurance companies, agents and brokers across the entire
United States. This coverage positions us to become the preferred provider
of health information services to a consolidating life insurance industry.
We believe that our branch network and technological infrastructure enable
us to significantly increase the volume of our services with only a
marginal increase in our branch operating costs.
. Continuing to pursue strategic acquisitions. We intend to continue pursuing
strategic acquisitions that complement existing services and leverage our
existing capabilities. Our acquisition of a significant regional competitor
in the Southeast and eleven other companies affirms our strategy here. Our
marketing alliance
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and equity investment in e-Nable Corporation will allow us to join with its
parent company, the MIB Group, to offer complete services through one
portal, e-Nable Corporation.
. Expanding into related lines of business. We are exploring means to enter
new lines of business which leverage our existing branch network, service
capabilities or customer base. For example, we continue to develop services
for pharmaceutical companies engaged in the clinical trials process,
including specimen collection and data management.
Services
Portamedic -- Paramedical and Medical Examinations
We perform paramedical and medical examinations of insurance policy
applicants under the Portamedic trade name and provide the results to insurance
companies, agents and other non-traditional insurance marketers primarily in
connection with the issuance of life insurance policies. We are the leading
paramedical and medical examination Company in the U.S., having performed
approximately 3.0 million exams for the year ended December 31, 2001 compared to
approximately 3.4 million exams performed for the year ended December 31, 2000.
Since an insurance applicant may reconsider his or her purchase in the time
it takes to deliver examination results, our system is designed to timely
deliver applicant information to the insurance company. We strive to schedule an
appointment within 24 to 30 hours of receiving the request and to complete the
entire examination process in three to five days, unless the applicant desires a
later appointment. Our examiners perform examinations at times and locations
convenient to applicants, primarily at the applicant's home or place of
business.
As imaging technology continues to advance, Portamedic has developed
exclusive capabilities to expedite completed requirements through the
underwriting process. Our new Fax And Scan Today (F.A.S.T.) service indexes and
images underwriting documents for immediate retrieval at our web site or through
a securely encrypted File Transfer Protocol (FTP) site. Using the combined
simplicity of fax processing with the latest in document management technology,
clients now have the ability to case manage the workflow of pending applications
and access imaged requirements from a single, convenient source.
Images delivered through F.A.S.T. are password protected, making them
available only to authorized personnel as designated by client companies. This
can make F.A.S.T. documents simultaneously available to authorized agents,
brokers and home office employees.
In 2001, we introduced and are testing our e-mobile exam(TM) with large and
small insurers, home office personnel and agents in the field. Using hand-held
wireless devices, this new service provides state of the art business process
solutions and rapid delivery of underwriting information. Features of this new
service include electronic signature capture, improved quality of underwriting
information, efficient communications between client, agent and insurer,
elimination of paper forms, and same-day transmission of underwriting data
collected.
Since almost all of our examiners are nurses and other medically trained
professionals, we are able to provide our customers with a full range of
paramedical and medical examinations. Our examiners also perform other ancillary
services including helping applicants understand and complete forms and
obtaining consent signatures. In addition, we have dedicated customer service
employees in Chicago, who help complete applications based on telephone
interviews with applicants, and additional customer service employees located in
service centers in Minneapolis, MN; Dallas, TX; Kansas City, KS; Santa Ana, CA;
and Basking Ridge, NJ who provide general customer service support.
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Each insurance company has separate guidelines for determining whether an
examination is required and the type of services required. The following chart
illustrates what a typical insurance company's guidelines might look like for
determining the types of examinations and samples collected when our services
are requested. Our computer system contains more than 2,000 of these charts for
various insurance companies. Also, our system tracks required examination forms
and our new Online Forms Library makes every state form of every client
available to be printed from our branch system.
Age of Applicant
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18-40 41-50 51-60 61-70
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$100,000 Urine, Blood Paramedical, Paramedical, Paramedical,
and under Urine, Blood Urine, Blood Urine, Blood,
Resting EKG
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$100,001- Paramedical Paramedical, Paramedical, Paramedical,
$350,000 Urine, Blood Urine, Blood Urine, Blood, Urine, Blood,
Resting EKG Resting EKG
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Policy $350,001- Paramedical, Paramedical, Paramedical, Medical Exam,
Amount $500,000 Urine, Blood Urine, Blood Urine, Blood, Urine, Blood,
Resting EKG Stress EKG Stress EKG
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$500,001- Paramedical, Paramedical, Medical Exam, Medical Exam,
$1,000,000 Urine, Blood Urine, Blood, Urine, Blood, Urine, Blood,
Resting EKG Stress EKG Stress EKG
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$1,000,001 Paramedical, Medical Exam, Medical Exam, Medical Exam,
and up Urine, Blood, Urine, Blood, Urine, Blood, Urine, Blood,
Resting EKG Stress EKG Stress EKG Stress EKG
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Infolink Services Group -- Personal Health Interviews and Medical Record
Collection
Under the Infolink name, we offer personal health interviews and medical
record collection, including attending physician statements, to our customers.
Infolink reports are completed through highly automated, centrally located
offices. In 2001, we provided approximately 410,000 Infolink reports, down
10,000 reports from 2000.
Infolink reports can be ordered electronically, by fax or by phone.
Approximately 74 full-time employees prepare all of the Infolink reports ordered
by our customers from call centers in Austin, Texas; Philadelphia, Pennsylvania;
Louisville, Kentucky; Chicago, Illinois; and San Jose, California. These
employees interview the applicant, his or her employer, and his or her business
and personal associates. The report is then electronically transmitted or faxed
to the insurance underwriter at its request. Our information systems allow us to
tailor reports for each client's needs and reduce paperwork and turnaround time
for our clients. We strive to deliver our Infolink reports back to the insurance
company within two to three days from the time of request.
In addition, life insurance companies may also require attending physician
statements. In such cases, either a branch office or our central attending
physician statement offices in Chicago and San Jose will contact the applicant's
physician, clinic or hospital to request medical records, send a written request
with payment and follow-up to confirm delivery of the information.
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Heritage Labs
In December 1998, we acquired a 55% interest in Heritage Labs, a laboratory
providing testing services for the life insurance industry. Heritage Labs
processes lab tests both for our customers and third-party health information
service providers. This acquisition has enabled us to internalize the laboratory
testing process and to offer our life insurance customers a one-stop source for
their health information service needs. Combined with our existing automation,
we believe Heritage Labs allows us to provide a seamless service of processing,
gathering and testing health information for our life insurance customers.
Insurance companies determine which laboratory will process the samples
collected from their respective applicants. In 2001, we increased our customer
list to over 180 insurance companies. The number of samples tested in 2001 was
approximately 360,000 versus approximately 339,000 in 2000.
Portamedic Select(TM)
In 2001, Portamedic Select(TM) went into full production with some of the
largest insurance carriers in the industry. Offering pre-underwriting and case
management services, Portamedic Select(TM) designs workflow processes that meet
the specific underwriting needs of client companies, helping them issue more
policies faster. Insurance carriers operating through direct marketing channels
who use Portamedic Select(TM) have reported measurable benefits that far exceed
their expectations. Portamedic Select(TM) reduced the underwriting cycle time
for a major brokerage and alternative distribution carrier from ten days to
three days. Portamedic Select(TM) can also consolidate and coordinate the
clients' multiple supplier services and billing under a single, uniform system.
Other Services
Under the Healthdex tradename, we are developing services for
pharmaceutical and biotechnology companies. Our goal is to leverage our health
information expertise and branch network to provide outsourced information
services to support clinical trials and data analysis. Currently our business in
this area consists of performing chart review and monitoring clinical trials
processes. Chart review entails collecting patient information from physician
records and transmitting it to customers in formats requested by them. Clinical
trials monitoring entails verifying investigator credentials and site locations,
as well as insuring that proper informed consent processes are followed. In
addition, we perform some ancillary services such as occupational health
screening and substance abuse testing for corporations and other organizations
outside of the insurance industry.
In late 2000, we began offering Teledex as a licensed product to the
insurance industry. After providing tele-underwriting solutions to customers who
have outsourced their call centers to us, we now have the technology and support
systems necessary to license our innovative product to customers. As our
customers strive to improve their efficiency, we believe licensing offers a
unique opportunity for Hooper Holmes to further leverage its investments in
technology to meet the increasing demands of the evolving life insurance
industry.
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Our Network
We believe our network of branch offices and contract affiliates is the
most extensive in our industry. We can provide an examination to any applicant
in any location in the United States.
Our branch managers are responsible for the supervision of the local health
information operations. Support staff coordinate examinations and reporting
procedures and perform quality assurance functions. Branch sales personnel
perform marketing and sales activities. Each branch office is automated with
direct electronic connections to our home office in Basking Ridge, New Jersey.
Orders are received by both branch offices and our corporate home office. Those
orders received by our home office are electronically processed and routed to
the appropriate branch. The branch office is responsible for scheduling the
examination and assigning an examiner. The status of the examination is entered
into the branch office system, then is retrieved and processed by the home
office and made available to the customer. Once examination results are
complete, they are faxed or mailed directly to the customer.
We have approximately 75 independent contract affiliates. Contract
affiliates perform many of the same functions as our branch offices, but are
independently owned and operated. Our contract affiliates provide our Portamedic
services in assigned geographical areas throughout the United States and receive
orders directly from our customers. Three of our contract affiliates have
exclusive rights to provide examination services in areas that are not served by
our branch offices. Each contract affiliate is responsible for compensating,
training, hiring and supervising all of its personnel and must meet the same
quality assurance standards of our branches, including necessary credentialing
of its examiners. Our contract affiliates use a version of our system software
that allows them to process customer billing information and obtain examination
status reports.
Our Automation Systems
As technology continues to advance the underwriting process, life insurance
companies are demanding timely delivery of information from health information
service providers. Our automation systems are designed to meet these demands by
providing the following benefits.
Electronic Networking Capabilities Between Branch Offices
We have developed a comprehensive, automated management information system,
designed by our field personnel, that is now online in all branch offices. The
system connects each branch and the home office, allowing us to send and receive
orders, schedule examinations, and instantly and regularly monitor examination
request status. The system enables personnel at our corporate headquarters to
compile company-wide information regarding quality assurance standards, in
addition to administrative, accounting and other management information.
Direct Electronic Links with our Customers
Many of our customers communicate with us electronically through our Win
Remote APS Paramedical Inspection Data (R.A.P.I.D.) system. Customers
electronically place orders with us and receive personal interview reports
through this system, reducing the turnaround time and cost associated with each
order.
We provide additional automation services to our customers through our
Teledex service. Teledex is an automated service providing applicant information
to our insurance customers on an expedited basis. When an insurance customer
transmits an order through Teledex, a staff member pulls up a customer-specific
underwriting questionnaire on his or her computer terminal and begins collecting
applicant information, which includes a telephone interview with the applicant.
Teledex has over 2,000 different, customer-specific under-
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writing questions in its system, which enables us to provide customized reports
for each customer in a matter of hours. This process is valuable to our
customers because it allows them to begin the underwriting process upon receipt
of our Teledex report, rather than waiting for an examiner to perform the
examination, collect the data and then return the report and examination
results. Teledex additionally receives and handles orders for attending
physician statements.
These customer links are designed to reduce paperwork, turnaround time and
the chance that the insurance applicant will reconsider his or her buying
decision by the time results are gathered.
Internet-based Ordering and Monitoring
In addition to accessing Win R.A.P.I.D., customers can conduct business with
us online through the Internet. Our online service enables customers to place
orders and instantly and regularly monitor the status of a particular
examination request. The benefits of this service to the customer are faster
processing, 24-hour access, and easy order tracking. Customers gain access to
our Portamedic Web site using a secure password. The status of exams is updated
at the close of each business day and made available to the customer at the
beginning of the next business day. The Internet has improved our customer
service and has also lowered our processing costs by reducing the human
interaction in the ordering process. This service is intended to complement
telephone contact between our branches and insurance customers, and it provides
an additional level of service that many of our customers desire.
Non-traditional insurance marketers, who employ a direct response approach to
selling insurance products, particularly depend upon our ability to expedite
their requests for service. Approximately 37% of our alternate distribution
channel orders were placed through the Internet in 2001.
Investment in e-Nable Corporation
In January 2001, Hooper Holmes and e-Nable Corporation, entered into a
marketing agreement (concurrent with an equity investment) that will allow
insurance carrier customers to order and receive all the requirements for life
and health insurance underwriting from a single source. e-Nable Corporation, a
subsidiary of MIB Group, is a leader in e-commerce solutions for life and health
insurance underwriting. The exclusive agreement is expected to significantly
enhance the transaction time in the life and health insurance underwriting
process, increase revenue and decrease acquisition costs. As a result, we are
able to provide the life and health insurance industry unprecedented speed and
accuracy in submitting, underwriting, and issuing insurance policies.
Quality Assurance Program
The quality and reputation of personnel and operations are critical to the
continued success of our business. Our successful implementation of quality
assurance depends on our ability to recognize problems and solve them within a
relatively short time period. To help do this, we employ a statistical quality
control program, which allows us to monitor quality at many different levels of
operation.
At the branch office level, quality assurance specialists monitor examiner
performance. Each examiner undergoes periodic evaluations to provide feedback
and ensure that any recurring mistakes are remedied. Specialists also conduct
regular audits of branch office quality controls to assist branch managers in
improving their performance and the quality of services examiners perform.
At the corporate headquarters level, quality assurance specialists monitor
examiner performance twice each year through detailed statistical analyses of
examination accuracy and reporting methodology. A quality assurance log created
monthly by the corporate office tracks errors and problems with examinations and
examiners, including lab errors, omissions on forms and misdirected transmission
of results. The quality assurance spe-
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cialists regularly evaluate examination procedures and consult with our
insurance customers to address any specific problems and, where appropriate,
suggest revisions to improve examination procedures and reports.
We hire and contract with properly trained, experienced examiners. In
addition, we have developed a database of over 1,000 credentialed physicians who
are approved to perform medical examinations for our customers.
Sales and Marketing
As new service capabilities have been introduced to the marketplace through
the partnering of Portamedic and Heritage Labs, client companies have expressed
a greater preference to work with a single point of contact for all of the
services provided through Hooper Holmes. To better meet this demand, we have
consolidated the Portamedic and Heritage Labs sales forces into a single unified
team, focused on providing a more comprehensive approach to understanding and
servicing all the underwriting needs of our customers. Additionally, we have
added several account specialist positions who provide our clients with
technical support services.
All Portamedic, Heritage Labs and Infolink services will now be marketed on a
national level through ten full-time sales executives with an average career
tenure of more than 20 years. Three of these sales representatives call
exclusively on entities that distribute through alternate distribution channels.
We serve approximately 700 life insurance companies, including their extensive
network of agency, district, and brokerage offices. National sales
representatives promote our consistently high quality of service and rapid
response time to examination requests and are responsible for maintaining our
position on each insurance company's approved list of examination providers. We
regularly attend and occasionally sponsor customer conferences to provide
national sales representatives with opportunities to further develop key
relationships.
At the local level, branch managers, and in certain offices, additional
marketing personnel, market our services directly to the local insurance agents
and managers, who have the authority to select examination providers from the
list approved by insurance companies home offices. These local marketing efforts
highlight the quality of our examiners and the speed and accuracy of our
services, including the ability of each branch to quickly ascertain the status
of each service request through our automated branch management information
system.
Competition
Management believes that we are the largest of the four national firms that
focus primarily on providing para-medical and medical examinations, personal
interviews and record collection to the life insurance industry. Our largest
competitors are Examination Management Services, Inc., American Para
Professional Systems and Exam One, a subsidiary of Lab One, Inc. A significant
number of regional and local firms also compete in our industry. Through our
Heritage Labs subsidiary we also compete with laboratory testing providers, who
typically do not provide other health information services such as paramedical
and medical examinations, personal interviews and record collection.
Although we have exclusive relationships with a small number of our customers,
companies traditionally use two or more health information services providers.
This means we face direct competition from our competitors who have existing
relationships with many of our customers. Our ability to retain customers will
depend on our continued ability to serve their needs and distinguish ourselves
from our competitors. In management's opinion, the principal competitive factors
in our market are:
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. price;
. geographic breadth of coverage;
. quality of service and examinations;
. automation and connectivity between health information providers and
insurers; and
. timeliness of examination process and communication of results.
More recently, technological capabilities have become much more important to
meeting our customers' needs. We are continually enhancing and expanding our
technology and network infrastructure to accommodate our customers' changing
needs, including the electronic ordering of our services and online status
checks. We are also adapting to the technological needs of insurance companies
which are beginning to rely more on alternate distribution channels, including
the Internet, to sell their products.
Service Marks and Trademarks
We have registered several service marks, including
"Portamedic(R),""Healthdex(R)," "Teledex(R)," "Infolink(R)" and the Hooper
Holmes logo with the United States Patent and Trademark Office. Our rights to
these marks will continue as long as we comply with the usage, renewal filing
and other legal requirements relating to the renewal of service marks.
Personnel
We employ approximately 1,300 full-time and 1,250 part-time employees,
including approximately 1,200 examiners, none of whom is represented by a
collective bargaining agreement. We also contract with approximately 6,800
medically trained examiners, and utilize the services of 75 contract affiliates.
We hire and contract with properly trained, experienced and, when required,
licensed or certified examiners. Our ability to recruit skilled personnel is
essential to our continued growth and success. Management attributes our success
in recruiting skilled personnel in our health information services business to
the flexible work schedules and varied work assignments we offer our examiners.
Management believes that these factors will enable us to continue to attract and
retain qualified personnel.
Government Regulation
Certain aspects of our business are regulated by the states in which we
operate and, to a lesser extent, by the federal government. In addition to
licensing and certification requirements for our examiners, we are subject to
regulations governing various aspects of our services, including needle disposal
and specimen handling procedures, and licensing and FDA requirements governing
Heritage Labs and our examination kits. Management is not aware of any pending
federal or state environmental laws or regulations that would have a material
adverse effect on our business or competitive position or that would require
material capital expenditures on our part to effect compliance.
Insurance and Legal Proceedings
Claims made against us arising in the course of providing health information
services have not resulted in any material liability to date. We carry liability
insurance in coverage amounts that we believe is customary in our business.
There can be no assurance, however, that such coverage will be sufficient to
cover claims made against us, that adequate insurance coverage will continue to
be available to us, or that insurance coverage will
- 9 -
be available on favorable terms. Our insurance coverage includes claims-made
medical professional liability insurance and claims-made non-medical
professional liability insurance, a property insurance policy, a general
liability policy, and an umbrella insurance policy.
The Company is a defendant in an action arising out of the Company's resale of
a drug screening business it acquired and subsequently sold in 1995. The
plaintiff claims to have suffered damages from the Company's alleged failure to
comply with the terms of a non-competition agreement and a right of first
refusal, as well as incomplete disclosure about the transaction. The Company has
proposed a settlement and has a provision of $1.2 million for the matter in
2001. In the opinion of management, the Company has substantial legal defenses
and/or insurance coverage with respect to all of its other pending legal
actions; accordingly, none of these actions is expected to have a material
adverse effect on the Company, its results of operations or its consolidated
financial position.
In the past, some state agencies have claimed that we improperly classified
our examiners as independent contractors for purposes of state unemployment tax
laws and that we were therefore liable for arrears of taxes, or for penalties
for failure to comply with these laws. Following an adverse determination in
California on an unemployment tax issue, we converted most of our
California-based examiners to employees. We have prevailed on this issue in four
states, and we have re-classified our independent contractors as employees in
two other states. These adverse determinations have not had a material adverse
effect on our business.
ITEM 2. Properties
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We own a five-building complex located at 170 Mt. Airy Road, Basking Ridge,
New Jersey. Of approximately 53,000 total square feet of office space, we
maintain our operations in approximately 43,000 square feet and the balance is
leased or available for lease to several tenants. Management believes that this
arrangement provides for our foreseeable expansion needs.
We lease our field offices under a number of operating leases with varying
terms and expirations.
ITEM 3. Legal Proceedings
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None
ITEM 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of securities holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
- ------
Matters
The common equity and related shareholder information presented under the
caption "Quarterly Common Stock Price Range and Dividends" and "Investor
Information -- Common Stock Information" is incorporated by reference from the
Company's 2001 Annual Report to Shareholders which is Exhibit 13 to this report.
As of February 14, 2002, there were 936 shareholders of record.
ITEM 6. Selected Financial Data
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The financial data included under the caption "Selected Financial Data"
contained in the Company's 2001 Annual Report to Shareholders which is Exhibit
13 to this report is incorporated by reference herein.
- 10 -
ITEM 7. Management Discussion and Analysis of Financial Condition and Results of
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Operations
The discussion included under the caption "Management's Discussion and
Analysis" contained in the Company's 2001 Annual Report to Shareholders which is
Exhibit 13 to this report is incorporated by reference herein.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
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The discussion included under the caption "Management's Discussion and
Analysis" contained in the Company's 2001 Annual Report to Shareholders which is
Exhibit 13 to this report is incorporated by reference herein.
ITEM 8. Financial Statements and Supplementary Data
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Financial statements and supplementary data are included in the Company's 2001
Annual Report to Shareholders which is Exhibit 13 to this report and are
incorporated by reference herein.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
None
PART III
ITEM 10. Directors and Executive Officers of the Registrant
- -------
Information contained under the captions "Nominees for Directors", "Directors
Continuing in Office" , "Executive Officers" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held on May 21, 2002 is incorporated herein by
reference.
ITEM 11. Executive Compensation
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Information contained under the captions "Compensation of Executive Officers,"
"Compensation of Directors", "Option Grants in Last Fiscal Year", "Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values", "Report
of the Executive Compensation Committee" and "Employment Contracts and
Change-in-Control Arrangements" in the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held on May 21, 2002 is incorporated herein by
reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
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Information contained under the caption "Stock Ownership of Certain Beneficial
Owners and Management" in the Company's Proxy Statement for the Annual Meeting
of Shareholders to be held on May 21, 2002 is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions
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Information contained under the caption "Certain Relationships and Related
Transactions" in the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 21, 2002 is incorporated herein by reference.
- 11 -
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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(a) (1) The following financial statements and independent auditors' report
are included in the Registrant's 2001 Annual Report to Shareholders.
Independent Auditors' Report
Consolidated Balance Sheets--
December 31, 2001 and 2000
Consolidated Statements of Income--
Years ended December 31, 2001, 2000 and 1999
Consolidated Statements of Stockholders' Equity--
Years ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows--
Years ended December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements
(2) Schedules are omitted because they are not required, inapplicable,
or the information is otherwise shown in the financial statements or
notes thereto.
(3) Exhibits included herein
(b) No report on Form 8-K was filed during the fourth quarter of 2001.
(c) EXHIBIT
3.1 Restated Certificate of Incorporation of Hooper Holmes, Inc., as
amended (1)
3.2 Certificate of Amendment of the Certificate of Incorporation of
Hooper Holmes, Inc. (2)
3.3 Bylaws of Hooper Holmes, Inc., as amended (3)
4.1 Rights Agreement between Hooper Holmes, Inc. and First City Transfer
Company (4)
_______________________
(1) Incorporated by reference to Exhibit 3.1 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.
(2) Incorporated by reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
(3) Incorporated by reference to Exhibit 3.3 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
(4) Incorporated by reference to Exhibit 4.1 of the Company's Report on Form
10-K for the fiscal year ended December 31, 2000.
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10.1 Amended Employee Retention Agreement by and between Hooper Holmes,
Inc., and James M. McNamee (5)
10.2 Form of Indemnification Agreement (6)
10.3 Hooper Holmes, Inc. Nonqualified Stock Option Plan (7)
10.4 First Amendment to Hooper Holmes, Inc. Nonqualified Stock Option
Plan (8)
10.5 Hooper Holmes, Inc. 1992 Stock Option Plan as amended (9)
10.6 Employee Stock Purchase Plan (1993) of Hooper Holmes, Inc., as
amended (10)
10.7 Hooper Holmes, Inc. 1994 Stock Option Plan (11)
10.8 Amended and Restated Revolving Credit and Term Loan Agreement
between Hooper Holmes, Inc. and First Union National Bank and Fleet
Bank, N.A. (12)
10.9 CEO Stock Option Agreement (13)
10.10 1997 Stock Option Plan (14)
10.11 1997 Director Option Plan (15)
10.12 Employee Retention Agreement by and between Hooper Holmes, Inc. and
Executive Officers of Hooper Holmes, Inc. (16)
10.13 1999 Stock Option Plan (17)
13 2001 Annual Report to Shareholders
21 Subsidiaries of Hooper Holmes, Inc. (none)
23 Consent of KPMG LLP
24 Power of attorney
_____________________
(5) Incorporated by reference to Exhibit 10.3 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1990.
(6) Incorporated by reference to Exhibit 10.4 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1990.
(7) Incorporated by reference to Exhibit 10.5 of the Company's Annual Report
on Form 10-K or the fiscal quarter ended December 31, 1990.
(8) Incorporated by reference to Exhibit 10.9 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
(9) Incorporated by reference to Exhibit 10.11 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
(10) Incorporated by reference to Exhibit 10.6 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999.
(11) Incorporated by reference to Exhibit 10.16 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994.
(12) Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for
the quarter ended September 30, 1999.
(13) Incorporated by reference to Attachment to the Company's Proxy Statement
for the Annual Meeting of Shareholders held on May 27, 1997.
(14) Incorporated by reference to Exhibit 10.10 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
(15) Incorporated by reference to Exhibit 10.11 of Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.
(16) Incorporated by reference to Exhibit 10.14 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996.
(17) Incorporated by reference to Exhibit 10.13 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HOOPER HOLMES, INC.
(Registrant)
/s/ James M. McNamee
___________________________________________
By: James M. McNamee
President & CEO
Date: April 1, 2002
--------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
___________________________________________________ Date: April 1, 2002
James M. McNamee Director ---------------------
President & CEO
___________________________________________________ Date: April 1, 2002
*Benjamin A. Currier Director ---------------------
___________________________________________________ Date: April 1, 2002
Quentin J. Kennedy Director ---------------------
___________________________________________________ Date: April 1, 2002
*Kenneth R. Rossano Director ---------------------
___________________________________________________ Date: April 1, 2002
*Elaine Rigolosi Director ---------------------
___________________________________________________ Date: April 1, 2002
*John E. Nolan Director ---------------------
___________________________________________________ Date: April 1, 2002
*G. Earle Wight Director ---------------------
__________________________________________________ Date: April 1, 2002
Fred Lash Senior V.P., Treasurer ---------------------
and Chief Financial
and Accounting Officer
*James M. McNamee, by signing his name hereto, does hereby sign this report for
the persons before whose printed name an asterisk appears, pursuant to the power
of attorney duly executed by such person and filed as Exhibit 24 hereto with the
Securities and Exchange Commission.
/s/ James M. McNamee
______________________________________________
James M. McNamee
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