Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT - HOOPER HOLMES INC | exhibit101q120141.htm |
| EX-31.2 - EXHIBIT - HOOPER HOLMES INC | exhibit312.htm |
| EX-31.1 - EXHIBIT - HOOPER HOLMES INC | exhibit311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Amendment No. 1)
x Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2014
or
o Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from to
__________________
Commission File Number: 001-09972
HOOPER HOLMES, INC.
(Exact name of registrant as specified in its charter)
New York | 22-1659359 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
560 N. Rogers Road, Olathe, KS | 66062 | |||
(Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (913) 764-1045
Former name, former address and former fiscal year, if changed since last report
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x | No o | |||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x | No o | |||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o | Accelerated Filer o | Non-accelerated Filer o | Smaller Reporting Company x | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o | No x | |||
The number of shares outstanding of the Registrant’s common stock as of April 30, 2014 was:
Common Stock, $.04 par value - 70,410,649 shares
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A”) to the Quarterly Report on Form 10-Q of Hooper Holmes, Inc. (the “Company”) for the quarterly period ended March 31, 2014, initially filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2014 (the “Original Filing”), is being filed to update Exhibit 10.1 to the Original Filing (the “Exhibit”). The Exhibit sets forth a copy of the Limited Laboratory and Administrative Services Agreement dated April 16, 2014 by and between Hooper Holmes, Inc. and Clinical Reference Laboratory, Inc. (the “LLASA”). The LLASA defines “Chronic Failure” by reference to the definition of such term contained in Exhibit A of the SASA and Exhibit B of the SLSA (each as defined in the LLASA). The Company is filing this Form 10-Q/A to include such exhibits with the Exhibit.
The updated Exhibit is filed as Exhibit 10.1 with this Form 10-Q/A. In addition, pursuant to the rules of the SEC, currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002, are filed as Exhibits 31.1 and 31.2, respectively, with this Form 10-Q/A.
Except as described above, no other changes or updates have been made to the Original Filing. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing of the Original Filing. Accordingly, this Form 10-Q/A must be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing date of the Original Filing, including amendments to those filings, if any.
ITEM 6 | Exhibits |
Exhibit No. | Description of Exhibit | |
10.1 | Limited Laboratory and Administrative Services Agreement dated April 16, 2014 by and between Hooper Holmes, Inc. and Clinical Reference Laboratory, Inc.** | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
** Portions of this exhibit containing confidential information have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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 thereunto duly authorized.
Hooper Holmes, Inc. | |
Dated: June 23, 2014 | By: /s/ Tom Collins |
Tom Collins | |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |