-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R4KmxNPuub9LgXbWbw8yrR6SJJiutxyYFXPsQVZI5w4L1ofFt/QS0jokgmSkJX4m fksQWs6OKFnD0Lzs+HUkeQ== 0000919574-07-005817.txt : 20071219 0000919574-07-005817.hdr.sgml : 20071219 20071214153933 ACCESSION NUMBER: 0000919574-07-005817 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071214 DATE AS OF CHANGE: 20071214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGAN BASIL P CENTRAL INDEX KEY: 0001056575 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O REGAN PARTNERS, L.P. STREET 2: 32 EAST 57TH STREET, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126613272 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOOPER HOLMES INC CENTRAL INDEX KEY: 0000741815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 221659359 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41442 FILM NUMBER: 071307290 BUSINESS ADDRESS: STREET 1: 170 MT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9087665000 MAIL ADDRESS: STREET 1: 170 MT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 SC 13D/A 1 d838718_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Hooper Holmes, Inc. ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.04 Par Value ----------------------------------------------------------------------------- (Title of Class of Securities) 439104100 ----------------------------------------------------------------------------- (CUSIP Number) Basil P. Regan c/o Regan Partners, L.P. 32 East 57th Street, 20th Floor NY, NY 10022 Telephone (212) 317-1640 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 12, 2007 ----------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. CUSIP No. 439104100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Basil P. Regan 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF and WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 1,572,700 8. SHARED VOTING POWER 3,446,453 9. SOLE DISPOSITIVE POWER 1,572,700 10. SHARED DISPOSITIVE POWER 3,446,453 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,019,153 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.31% 14. TYPE OF REPORTING PERSON IN CUSIP No. 439104100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Regan Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,446,453 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,446,453 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,446,453 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.02% 14. TYPE OF REPORTING PERSON PN CUSIP No. 439104100 --------------------- - ------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Hooper Holmes, Inc., a New York corporation (the "Issuer"). The address of the Issuer's offices is 170 Mt. Airy Road, Basking Ridge, NJ 07920. This schedule relates to the Issuer's Common Stock, $.04 Par Value (the "Shares"). - ------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by Basil Regan and Regan Partners, L.P. (the "Partnership" and together with Basil Regan the "Reporting Persons"). The Reporting Persons' principal business address is located at 32 East 57th Street, 20th Floor, New York, New York 10022. Mr. Regan serves as the general partner of the Partnership and as the principal of the investment manager of Regan International Fund Limited (together with the Partnership, the "Funds"), each of which are entities that own a portion of the securities stated above. Basil Regan is a United States citizen. (d) The Reporting Persons have not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - ------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Basil Regan may be deemed to beneficially own 5,019,153 Shares, and the Partnership may be deemed to beneficially own 3,446,453 Shares. The source of funds used to purchase the securities reported herein was Basil Regan's personal funds and the working capital of the Funds. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - ------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes by the Reporting Persons on behalf of Basil Regan's personal trading accounts and the Funds' accounts. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. In addition, the Reporting Persons may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the members of the Issuer's Board of Directors as well as the Issuer's operations and strategic direction that, if effected, could result in, among other things: (1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) an extraordinary corporate transactions, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any other material change in the Issuer's business or corporate structure; (7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change its purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposal with respect to any of the foregoing. Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. - ------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. As of the date hereof, Basil Regan may be deemed to be the beneficial owner of 5,019,153 Shares, or 7.31% of the Shares and the Partnership may be deemed to be the beneficial owner of 3,446,453 Shares, or 5.02% of the Shares based on 68,634,587 Shares outstanding as reported on the Issuer's Form 10-Q filed on November 9, 2007. Basil Regan has the sole power to vote or direct the vote of 1,572,700 Shares to which this filing relates. Basil Regan shares the power to vote or direct the vote of 3,446,453 Shares to which this filing relates. Basil Regan has the sole power to dispose or direct the disposition of 1,572,700 Shares to which this filing relates. Basil Regan shares the power to dispose or direct the disposition of 3,446,453 Shares to which this filing relates. The Partnership has the sole power to vote or direct the vote of 0 Shares to which this filing relates. The Partnership shares the power to vote or direct the vote of 3,446,453 Shares to which this filing relates. The Partnership has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. The Partnership shares the power to dispose or direct the disposition of 3,446,453 Shares to which this filing relates. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Schedule B and were all effected in broker transactions. - ------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - ------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares of the Issuer SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 14, 2007 --------------------------- (Date) REGAN PARTNERS, L.P.* By: /s/ Basil P. Regan --------------------------------- Basil P. Regan, General Partner /s/ Basil Regan* ------------------------------------- Name: Basil Regan Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). * The Reporting Persons hereby disclaim beneficial ownership over the shares reported on this Form 13D except to the extent of the Reporting Persons' pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13D Amendment No. 1, dated December 14, 2007 relating to the Common Stock, $.04 Par Value, of Hooper Holmes, Inc. shall be filed on behalf of the undersigned. December 14, 2007 --------------------------- (Date) REGAN PARTNERS, L.P.* By: /s/ Basil P. Regan --------------------------------- Basil P. Regan, General Partner /s/ Basil Regan* ------------------------------------- Name: Basil Regan Exhibit B Transactions in the Shares -------------------------- Number of Shares Date of Transaction Purchase/(SOLD) Price of Shares ------------------- --------------- --------------- Transactions in Regan Partners, L.P. - ------------------------------------ 10/31/07 25,000 2.2662 10/31/07 25,000 2.286 11/23/07 3,000 1.71 11/26/07 9,300 1.6352 11/27/07 15,000 1.5315 11/28/07 57,500 1.5659 11/29/07 39,400 1.5783 11/30/07 15,000 1.5641 11/30/07 41,492 1.5689 12/11/07 24,661 1.5369 12/12/07 19,300 1.6015 Transactions in Regan International Fund Limited - ------------------------------------------------ 11/27/07 15,000 1.5495 SK 01394 0003 838718 -----END PRIVACY-ENHANCED MESSAGE-----