UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 18, 2014
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.) |
560 N. Rogers Road, Olathe, Kansas 66062
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (913) 764-1045
N/A
(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. |
On May 13, 2014, Hooper Holmes, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) for the sale to McElroy Deutsch Mulvaney & Carpenter, LLP (“MDMC”) of the buildings, land, certain personal property and other interests comprising the Company’s Basking Ridge, New Jersey property (the “Property”) for an aggregate purchase price of $3.05 million.
On July 18, 2014, the Company and MDMC entered into an amendment to the Purchase and Sale Agreement (the “Amendment”). The Amendment provides that the Company will deposit into an escrow account an aggregate of $310,000 of the purchase price, and those funds shall be held by an escrow agent and used to satisfy amounts paid by MDMC in connection with certain repairs and other expenses identified in the course of the property inspection. The Amendment also provides that, after the closing, while certain of the repair work is being performed, the Company will pay the property and casualty insurance premiums incurred by MDMC for the Property up to $900 per month (but not beyond November 30, 2014).
The information provided in (i) Item 1.01 of Item 5 of Part II of the Quarterly Report on Form 10-Q filed by the Company on May 15, 2014 for the period ended March 31, 2014 and Exhibit 10.2 attached thereto and (ii) Item 1.01 of the Current Report on Form 8-K filed by the Company on July 11, 2014 is incorporated by reference into this Item 1.01.
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.
Dated: July 23, 2014 | HOOPER HOLMES, INC. | |
By: | /s/ Tom Collins | |
Tom Collins | ||
Senior Vice President and Chief Financial Officer | ||