8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 4, 2008

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.)

170 Mt. Airy Road, Basking Ridge, New Jersey 07920

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code   (908) 766-5000

Not Applicable

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 April 9, 2008, the Company entered into an Executive Change-in-Control Agreement with Roy H. Bubbs, as further described in Item 5.02 below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c)           Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Board of Directors of Hooper Holmes, Inc. (the “Company”) appointed Roy H. Bubbs, age 58, President and Chief Executive Officer, effective April 4, 2008.  Mr. Bubbs is currently a member of the Board and had been serving as interim President and Chief Executive Officer since February 5, 2008.

Mr. Bubbs has been in the financial services industry for 36 years.  As President of Mony Partners he created the brokerage division for the Mony Group, leading strategy, infrastructure, operations and business plan implementation.   His experience in expanding distribution channels, instituting new technology platforms and developing new product portfolios enabled Mony to generate significant growth.  Prior to joining Mony, Mr. Bubbs was Senior Vice President for Manulife, US, where his responsibilities included developing and implementing a multiple distribution channel strategy to reinvigorate insurance sales and eliminate distribution expense losses.  For the first 24 years of his career, Mr. Bubbs was with Cigna, where he served as an agent, agency manager and senior executive.  As Senior Vice President, he was responsible for half of Cigna’s career agency sales force.  He also ran the distribution and field service unit for Cigna’s Pension Division and built the Annuity Division.

The Board confirmed Mr. Bubb’s base salary of $500,000 per annum, which was Mr. Bubb’s salary as interim President and Chief Executive Officer.  Mr. Bubbs will participate in the Company’s 2008 Pay for Performance Plan applicable to the Company’s executives, under which he will have the opportunity to receive a payout of 12.5% of his base salary ($62,500) upon achievement of a stated level of corporate earnings before interest and taxes (EBIT) at the threshold level, 50% ($250,000) at the target level, and 100% ($500,000) at the maximum level.  The Compensation Committee also granted to Mr. Bubbs an option exercisable for 100,000 shares of the Company’s common stock, with an exercise price of $0.73, the closing price on April 4, 2008, the date of grant.  Mr. Bubbs will also receive a monthly car allowance of $700 (or 8,400 per year), consistent with the Company’s current policy with respect to executive car allowances.  These compensation arrangements have been memorialized in an employment agreement, the terms of which are presently being negotiated.

On April 9, 2008, the Company entered into an Executive Change-in-Control Agreement with Mr. Bubbs.  Under the terms of that agreement, if a change in control (as defined in the agreement) of the Company should occur and, with the 12-month period following such change in control, Mr. Bubbs’ employment is terminated (either by the Company or a successor entity without cause, or by Mr. Bubbs with good reason), Mr. Bubbs would be entitled to receive a lump-sum payment equal to the sum of (i) two times his base salary at the time of the change in control, (ii) two times his most recent annual bonus, (iii) the amount of any annual bonus for the calendar year in which the termination occurs, and other amounts payable as of the date of termination.

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Item 8.01                      Other Events

The Board has decided that, following the Company’s 2008 annual meeting of shareholders, scheduled to be held on May 29, 2008, Benjamin A. Currier will continue as Chairman of the Board of Directors and John W. Remshard, who had previously been named Chairman-Elect, will continue to serve as Chairman of the Audit Committee and a member of the Governance/Nominating Committee, subject to their respective elections as directors at the annual meeting.  Mr. Currier has joined the committee of directors exploring the Company’s various strategic alternatives.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits

  99.1  Press Release, dated April 10, 2008, announcing that (i)  Roy H. Bubbs has been appointed President and Chief Executive Officer of the Company, (ii) Benjamin A. Currier will continue as Chairman of the Board of Directors (subject to his election as a director at the Company’s next annual meeting of shareholders), (iii) John W. Remshard will continue as Chairman of the Audit Committee and a member of the Governance/Nominating Committee (subject to his election as a director at the Company’s next annual meeting of shareholders), and (iv) Mr. Currier has joined the committee of directors exploring the Company’s various strategic alternatives.

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.

Hooper Holmes, Inc.

Date:                      April 10, 2008                                        By:           /s/ William F. Kracklauer

William F. Kracklauer

Senior Vice President, General Counsel and Secretary

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EX-99.1

News Release

For further information:

Hooper Holmes

Roy H. Bubbs

President and Chief Executive Officer

(908) 766-5000

Investors: John Capodanno

Media: Jonathan Birt

Financial Dynamics

212-850-5600

Hooper Holmes Names Roy Bubbs President and CEO,

Benjamin Currier Continues as Chairman

BASKING RIDGE, N.J., APRIL 10, 2008 -- Hooper Holmes (AMEX:HH) today announced that Roy H. Bubbs has been appointed President and Chief Executive Officer and that Benjamin A. Currier will continue as Chairman of the Board of Directors.  Mr. Bubbs, who has been a member of the Board since May 30, 2007, had been named to the position of President and CEO on an interim basis on February 6, 2008.

John W. Remshard, who had previously been named Chairman-Elect, continues as Chairman of the Audit Committee and member of the Governance/Nominating Committee of the Board of Directors.  These roles allow him to make the greatest contribution to the Board through his extensive financial background, reflecting today’s challenging economic climate.

Mr. Currier has joined the committee of Directors exploring the Company’s strategic alternatives.  Mr. Currier and Mr. Remshard’s appointments are subject to their respective elections as Directors at the next Annual Meeting of shareholders.

About Hooper Holmes

Hooper Holmes is the leader in collecting personal health data and transforming it into useful information, enabling customers to take actions that manage or reduce their risks and expenses.  As the leading provider of risk assessment services for the insurance industry, Hooper Holmes provides insurers with the widest range of medical exam, data collection, laboratory testing and underwriting services in the industry.

With presence in over 250 markets and a network of thousands of examiners, Hooper Holmes can arrange a medical exam anywhere in the U.S. and deliver the results to its customers. Each year we arrange more medical exams than any other company and process 3.8 million specimens in our laboratory.  We provide a complete service for wellness, disease management, and managed care companies including scheduling support, fulfillment of supplies, blood collection kits, medical screenings, lab testing and data transmission.  We underwrite 300,000 cases annually and complete more than two million telephone interviews. We are also a leading provider of medical claims evaluation services used by property and casualty insurance carriers, law firms, self-insureds and third-party administrators to handle personal injury and accident claims.

Certain information contained herein includes information that is forward-looking. The matters referred to in forward-looking statements may be affected by the risks and uncertainties involving the Company's business. These forward-looking statements are qualified in their entirety by cautionary statements contained in the Company's Securities and Exchange Commission filings. The Company disclaims any obligation to update these forward-looking statements.

This press release contains “forward-looking” statements, as such term is defined in the Private Securities Litigation Reform Act of 1995.  Forward-looking statements included in this press release include, without limitation, the expected reductions in expenses through productivity improvements.  These forward-looking statements are based on the Company’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions.  Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, these forward-looking statements are our ability to successfully implement our business strategy; uncertainty as to our working capital requirements over the next 12 to 24 months; our ability to maintain compliance with the financial covenants in our credit facility; our expectations regarding our operating cash flows; and the rate of life insurance application activity. Additional information about these and other factors that could affect the Company’s business is set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on March 14, 2008.  The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release to reflect the occurrence of unanticipated events, except as required by law.

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