0001447387-13-000087.txt : 20131213
0001447387-13-000087.hdr.sgml : 20131213
20131213164012
ACCESSION NUMBER: 0001447387-13-000087
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20131213
DATE AS OF CHANGE: 20131213
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: 131276592
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CANNELL J CARLO
CENTRAL INDEX KEY: 0001287649
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 1315 S. HWY 89, SUITE 203
STREET 2: P.O. BOX 3459
CITY: JACKSON
STATE: WY
ZIP: 83001
SC 13D/A
1
HH12111313d.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Hooper Holmes, Inc.
(Name of Issuer)
Common Stock, $0.04 par value
(Title of Class Securities)
439104100
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
P.O. Box 3459, 310 East Pearl Street Unit A., Jackson, WY 83001
(307) 733-2284
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 11, 2013
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
CUSIP No. 439104100
13D
1. NAME OF REPORTING PERSONS
J. Carlo Cannell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC/OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 WITH
7. SOLE VOTING POWER
10,681,538*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
10,681,538*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,681,538*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.24%*
14. TYPE OF REPORTING PERSON*
HC
1. NAME OF REPORTING PERSONS
Cannell Capital LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC/OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 WITH
7. SOLE VOTING POWER
10,681,538*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
10,681,538*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,681,538*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.24%*
14. TYPE OF REPORTING PERSON*
IA
* Based on information set forth on the Form 10-Q of Hooper Holmes, Inc.,
Inc. (the "Issuer") as filed with the Securities and Exchange Commission on
November 18, 2013, as of October 31, 2013 there were 70,082,737 outstanding
shares of the Issuer's common stock with $0.04 par value (the "Common Shares").
As of December 11, 2013 (the "Reporting Date"), the Tristan Partners, L.P.
("Tristan"), the Tristan Offshore Fund Ltd. ("Tristan Offshore"), and sundry
separately managed accounts, over which J. Carlo Cannell has investment
discretion (("Cannell SMAs") and collectively with Tristan and Tristan
Offshore, the "Investment Vehicles"), held in the aggregate 10,681,538 shares.
Cannell Capital LLC acts as the investment adviser to Tristan, Tristan
Offshore, and the Cannell SMAs and Mr. J. Carlo Cannell is the sole managing
member of Cannell Capital LLC. The Reporting Person possesses the sole power
to vote and to direct the disposition of the Shares held by the Investment
Vehicles.
Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3,
the Reporting Person may be deemed to beneficially own 10,681,538 shares, or
approximately 15.24% of the Shares deemed issued and outstanding as of the
Reporting Date.
This Amendment No. 1 is being filed to amend Item 3, Item 4, Item 5 of the
Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and restated to read as follows:
The securities to which this statement relates were acquired by the Reporting
Person using the working capital of each Investment Vehicle as follows:
Tristan Partners, L.P.: $3,603,252
Tristan Offshore Fund, Ltd.: $1,507,561
Cannell Separately Managed Accounts: $840,111
The Investment Vehicles have invested an aggregate amount of approximately
$5,950,924 in the Shares.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended by adding the following:
Since the October 9, 2013 Schedule 13D filing, the Reporting Person reports
that the the Investment Vehicles' combined holdings of the Common Shares of
the Issuer have increased by 1% of the total outstanding shares.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated to read as follows:
Based on information set forth on the Form 10-Q of Hooper Holmes, Inc.,
Inc. (the "Issuer") as filed with the Securities and Exchange Commission on
November 18, 2013, as of October 31, 2013 there were 70,082,737 outstanding
shares of the Issuer's common stock with $0.04 par value (the "Common Shares").
(a) As of December 11, 2013 (the "Reporting Date"), the Reporting Person
owned 10,681,538 shares, or approximately 15.24% of the shares deemed issued
and outstanding as of the Reporting Date.
(b) The number of shares as to which each Reporting Person has:
i. Sole power to vote or to direct the vote:
10,681,538 shares, or approximately 15.24% of the shares
ii. Shared power to vote or to direct the vote:
0 shares
iii. Sole power to dispose or to direct the disposition of:
10,681,538 shares, or approximately 15.24% of the shares
iv. Shared power to dispose or to direct the disposition of:
0 shares
(c) The following table details the transactions during the sixty days on
or prior to the Reporting Date in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by the Reporting Person (each
of which was effected in an ordinary brokerage transaction by Reporting
Person).
PURCHASES
Date Entity Quantity Price per Share
11/18/2013 Tristan 14,450 $0.4509
11/18/2013 Tristan Offshore 34,519 $0.4509
11/19/2013 Tristan 7,836 $0.4603
11/19/2013 Tristan Offshore 18,720 $0.4603
11/20/2013 Tristan 6,108 $0.4556
11/20/2013 Tristan Offshore 14,592 $0.4556
11/21/2013 Tristan 295 $0.4692
11/21/2013 Tristan Offshore 705 $0.4692
11/26/2013 Tristan 22,915 $0.5457
11/26/2013 Tristan Offshore 35,985 $0.5457
11/27/2013 Tristan 26,416 $0.5300
11/27/2013 Tristan Offshore 41,484 $0.5300
11/29/2013 Tristan 68,793 $0.5485
11/29/2013 Tristan Offshore 108,031 $0.5485
12/02/2013 Tristan 10,485 $0.5305
12/02/2013 Tristan Offshore 16,466 $0.5305
12/04/2013 Tristan 77 $0.5100
12/04/2013 Tristan Offshore 123 $0.5100
12/05/2013 Tristan 58,358 $0.5000
12/05/2013 Tristan Offshore 91,642 $0.5000
12/06/2013 Tristan 4,540 $0.4700
12/06/2013 Tristan Offshore 9,096 $0.4700
12/09/2013 Tristan 31,080 $0.5100
12/09/2013 Tristan Offshore 62,253 $0.5100
12/11/2013 Tristan 16,584 $0.5100
12/11/2013 Tristan Offshore 33,219 $0.5100
(d) Not applicable.
(e) Not applicable.
Dated: December 11, 2013
J. Carlo Cannell
By: /s/ J. Carlo Cannell
Annex A
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT
VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
(the "Covered Persons") of the Reporting Person and the Investment
Vehicles indicated below:
J. Carlo Cannell
Name: J. Carlo Cannell
Title or Relationship with Reporting Person: Self
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Wyoming, United States
Principal Place of Business: (1)
Cannell Capital LLC
Name: J. Carlo Cannell
Title or Relationship with Reporting Person: Managing Member
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Wyoming, United States
Principal Place of Business: (1)
Tristan Partners, L.P.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser and
General Partner
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Delaware, United States
Principal Place of Business: (1)
Tristan Offshore Fund, Ltd.
Name: Cannell Capital LLC
Title or Relationship with Reporting Person: Investment Adviser
Principal Occupation or Employment: Investment Management
Citizenship or Jurisdiction of Organization: Cayman Islands
Principal Place of Business: (2)
(1) The address of the principal place of business of J. Carlo Cannell,
and Tristan Partners, L.P., is P.O. Box 3459, 310 East Pearl Street
Unit A., Jackson, WY 83001, United States.
(2) The address of the principal place of business of the Tristan
Offshore Fund, Ltd. is One Capital Place, 3rd Floor, GT Grand Cayman,
KY1-11003, Cayman Islands.
Annex B
Agreement Regarding the Joint Filing of Schedule 13D
The undersigned hereby agree as follows:
1) Each of them is individually eligible to use the Schedule 13D to which this
Exhibit is attached, and such Schedule 13D is filed on behalf each of them; and
2) Each of them is responsible for the timely filing of such Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
12/13/2013
____________________________
Date
/s/ J. Carlo Cannell
____________________________
Signature
J. Carlo Cannell
____________________________
Name/Title
CANNELL CAPITAL LLC
/s/ J. Carlo Cannell
____________________________
Signature
J. Carlo Cannell, Managing Member
____________________________
Name/Title