8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of report (Date of earliest event reported): May 14, 2015

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, KS 66062
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code  (913) 764-1045

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):

⃞    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 2.02         Results of Operations and Financial Condition

On May 14, 2015, Hooper Holmes, Inc. (the “Company”) issued a press release announcing its preliminary operating results and financial condition for the quarter ended March 31, 2015.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.  The presentation discussed during the first quarter investor call on May 14, 2015 is attached as Exhibit 99.2, which is also incorporated herein by reference.

The information furnished in this section of the Current Report on Form 8-K and Exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01         Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated May 14, 2015.

99.2 Presentation used during the first quarter investor conference call on May 14, 2015.

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:	May 14, 2015
		By: /s/ Tom Collins
		Tom Collins
		Senior Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Hooper Holmes Announces First Quarter 2015 Financial Results

OLATHE, Kan.--(BUSINESS WIRE)--May 14, 2015--Hooper Holmes (NYSE MKT:HH) today announced financial results for the quarter ended March 31, 2015.

Consolidated revenues totaled $5.7 million for the first quarter of 2015, representing a decrease from $7.3 million in the first quarter of 2014. The Company recorded a net loss of $2.1 million, or $0.03 per share, for the first quarter of 2015, an improvement from the net loss of $2.7 million, or $0.04 per share, for the first quarter of 2014.

Selling, general and administrative expense for the three month period ended March 31, 2015 decreased $1.8 million to $2.7 million, representing a decrease of approximately 38% compared to the prior year period, as a result of efficiencies achieved through the relocation of the corporate headquarters to Olathe, Kansas.

As of March 31, 2015, cash and cash equivalents totaled $1.4 million, with no borrowings outstanding under the Company's credit facility.

On April 17, 2015 the Company announced the acquisition of the assets representing the health and wellness business of Accountable Health Solutions, Inc. (AHS). AHS’ unaudited financial statements reflect approximately $15 million in net sales during calendar year 2014. The purchase price was $7 million, comprising $4 million cash and approximately $3 million in unregistered common stock, subject to a working capital adjustment. The acquisition is expected to be accretive to Hooper Holmes’ earnings in 2015. Financing for the transaction was provided through a $5 million, three-year, secured term loan.

Henry Dubois, President and CEO of Hooper Holmes commented, “As we discussed on March 31st, we maintained roughly the same unit volume in the first quarter 2015 compared to the 2014 first quarter, while revenue was down due to the end of a long-term clinical study, and one large customer’s decision not to screen this year.”

Mr. Dubois continued, “Beginning with the second quarter 2015, revenue and margin from AHS will be reflected in our consolidated results, offsetting some of the pressure we experienced sequentially. We believe AHS will accelerate Hooper’s growth in health and wellness services, positioning the company to improve its financial trends. We expect AHS will immediately improve and diversify our revenue base, add scale, increase screening volumes, and help us more efficiently utilize our health professional network.”

Conference Call

The Company will host a conference call today, Thursday, May 14, 2015, at 7:30 a.m. CT (8:30 a.m. ET) to discuss first quarter 2015 financial results. A slide presentation will accompany the conference call and is available on the Company’s website located at www.hooperholmes.com.

To participate in the conference call, please dial 888-437-9445, or internationally 719-457-2727, conference ID: 3572762 five to ten minutes before the call is scheduled to begin. A live webcast will be hosted on the Company's website located at www.hooperholmes.com. A replay of the conference call will be available from 10:30 a.m. CT (11:30 a.m. ET) on May 14, 2015 until 11:00 p.m. CT (midnight ET) on May 21, 2015, by dialing 877-870-5176, or internationally 858-384-5517. The access code for the replay is 3572762.

About Hooper Holmes

Hooper Holmes mobilizes a national network of health professionals to provide on-site health screenings, laboratory testing, risk assessment and sample collection services to wellness and disease management companies, employers and brokers, government organizations and academic institutions nationwide. Under the Accountable Health Solutions brand, the Company combines smart technology, healthcare and behavior change expertise to offer comprehensive health and wellness programs that improve health, increase efficiencies and reduce healthcare delivery costs.

This press release contains “forward-looking” statements, as such term is defined in the Private Securities Litigation Reform Act of 1995. 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 realize the expected benefits from this acquisition and our strategic alliance with Clinical Reference Laboratory; our ability to successfully implement our business strategy and integrate Accountable Health Solutions’ business with ours; our ability to retain and grow our customer base; our ability to recognize operational efficiencies and reduce costs; uncertainty as to our working capital requirements over the next 12 to 24 months; our ability to maintain compliance with the financial covenant in our credit facility and the financing for this acquisition; and the rate of growth in the Health and Wellness market. 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, 2014, filed with the Securities and Exchange Commission on March 31, 2015. 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.

HOOPER HOLMES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except share and per share data)
		Three months ended March 31,
		2015			2014
Revenues		$	5,681		$	7,299
Cost of operations			4,949			5,643
	Gross profit		732			1,656
Selling, general and administrative expenses			2,747			4,457
	Operating loss from continuing operations		(2,015	)		(2,801	)
Other expense:
	Interest expense		-			(1	)
	Interest income		-			-
	Other (expense) income, net		(83	)		(44	)
			(83	)		(45	)
	Loss from continuing operations before taxes		(2,098	)		(2,846	)
Income tax expense			5			5
	Loss from continuing operations		(2,103	)		(2,851	)
Discontinued operations:
	Loss on sale of subsidiaries, net of adjustments		-			(150	)
	(Loss) income from discontinued operations, net of tax		(4	)		316
	(Loss) income from discontinued operations		(4	)		166
Net loss		$	(2,107	)	$	(2,685	)
Earnings (loss) per share
	Continuing operations:
	Basic	$	(0.03	)	$	(0.04	)
	Diluted		(0.03	)		(0.04	)
	Discontinued operations:
	Basic		(0.00	)		0.00
	Diluted		(0.00	)		0.00
	Net loss:
	Basic		(0.03	)		(0.04	)
	Diluted		(0.03	)		(0.04	)
Weighted average number of shares:
	Basic and diluted		70,866,603			70,410,649

Hooper Holmes, Inc.
Consolidated Balance Sheets
(unaudited; in thousands)
			March 31, 2015			December 31, 2014
ASSETS
Current assets:
	Cash and cash equivalents		$	1,387		$	5,201
	Accounts receivable, net of allowance for doubtful accounts			4,869			3,178
	Inventories			696			897
	Other current assets			274			202
		Total current assets		7,226			9,478
Property, plant and equipment, net				2,974			3,054
Other assets				491			607
		Total assets		10,691			13,139
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable			1,962			2,508
	Accrued expenses			4,305			4,083
	Total current liabilities			6,267			6,591
Other long term liabilities				1,084			1,191
Commitments and contingencies
Stockholders' equity:
	Common stock			2,835			2,835
	Additional paid-in capital			150,837			150,747
	Accumulated deficit			(150,261	)		(148,154	)
				3,411			5,428
	Less: Treasury stock at cost			(71	)		(71	)
	Total stockholders' equity			3,340			5,357
		Total liabilities and stockholders' equity	$	10,691		$	13,139

CONTACT:
Hooper Holmes
Henry E. Dubois, President and CEO, 913-764-1045
or
Investors:
S.M. Berger & Company
Andrew Berger, 216-464-6400

EX-99.2

Exhibit 99.2

Hooper Holmes, Inc. May 14, 2015 Earnings Presentation Speakers: Henry Dubois, Chief Executive Officer Tom Collins, Chief Financial Officer 1

Safe Harbor Statement This presentation contains forward‐looking statements, as such term is defined in the Private Securities Litigation Reform Act of 1995, concerning the Company’s plans, objectives, goals, strategies, future events or performances, which are not statements of historical fact and can be identified by words such as: “expect,” “continue,” “should,” “may,” “will,” “project,” “anticipate,” “believe,” “plan,” “goal,” and similar references to future periods. The forward‐looking statements contained in this presentation reflect our current beliefs and expectations. Actual results or performance may differ materially from what is expressed in the forward looking statements. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward‐looking statements contained in this presentation are our ability to realize the expected benefits from the acquisition of Accountable Health Solutions and our strategic alliance with Clinical Reference Laboratory; our ability to successfully implement our business strategy and integrate Accountable Health Solutions’ business with ours; our ability to retain and grow our customer base; our ability to recognize operational efficiencies and reduce costs; uncertainty as to our working capital requirements over the next 12 to 24 months; our ability to maintain compliance with the financial covenants contained in our credit facilities; the rate of growth in the Health and Wellness market and such other factors as discussed in Part I, Item 1A, Risk Factors, and Part II, Item7,Management’s Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10‐K for the year ended December 31, 2014. The Company undertakes no obligation to update or release any revisions to these forward‐looking statements to reflect events or circumstances, or to reflect the occurrence of unanticipated events, after the date of this presentation, except as required by law. This presentation contains information from third‐party sources, including data from studies conducted by others and market data and industry forecasts obtained from industry publications. Although the Company believes that such information is reliable, the Company has not independently verified any of this information and the Company does not guarantee the accuracy or completeness of this information. 2

2015 Objectives and Outlook – Reviewed March and April 2015 Financials Objectives Growth Outlook Strategy Objectives Generate positive operating cash flow for full year 2015 SG&A run rate for full year similar to what was delivered in 4Q 2014 Little to no Discontinued Operations activity Profitable growth Per Employee Benefit Research Institute, 36% of employers expect to add wellness programs in 2015 Strong sales pipeline leading to expansion of wellness customer base Additional focus on Clinical Trials opportunities Continued growth in H&W and Clinical Trials screenings Operational and technology improvements that support all service offerings Explore opportunities for new product offerings and to add new capabilities 3

Building Our Future Leveraging our national health professional network to deliver higher‐value services Biometric Screenings enroll employees in corporate wellness programs each year Clinical Research services support longer-term government and academic studies Wellness Portal services encourage, challenge and support people pursuing healthy lifestyles Telephonic Coaching offers one‐on‐one assistance to those who need it most 4

Q1 2015 Results vs. Q1 2014 Revenue ($mm) Units Key Takeaways First quarter of 2014 reflected a 34% increase in the number of screenings completed; Q1 2015 reflects roughly the same unit volume, with revenue down due to the product mix As discussed on March 31, 2015, a large clinical research study began to wind down in the fourth quarter 2014, reducing revenue in the first quarter 2015 Adjusting for a large customer that decided not to screen in 2015 and a clinical research study that wound down in 2014, units increased 15% year‐over‐year 5

Q1 2015 Results vs. Q1 2014 ‐ continued SG&A Expense ($mm) Income From Continuing Operations ($mm) 38% Improvement 26% Improvement Key Takeaways Q1 SG&A decreased approximately 38% compared to prior year; on track with expected 2015 run‐rate Income from continuing operations improved 26% year‐over‐year Seasonality of screening business and supplier payments typically decrease Q1 cash; timing between operating expense and associated revenue collection 6

AHS Acquisition Aids Progress Toward 2015 Objectives  The addition of Accountable Health Solutions positively impacts each of our focus areas  Financials – diversifies revenue streams with attractive margins and adds profitable cash flow to the existing business  Growth – additional screening volume and new, value added services  Strategy – brings new technology, product offerings and capabilities 1 Source: AHS unaudited financial statement AHS Unaudited 2014 Revenue 1 ($mm) Combined Unaudited Revenue 1 ($mm) 1 ~ ~ ~

Wellness Portal Centralized hub for wellness solutions made to order for each client Personal Wellness Report Ready to Use Communication and Engagement Tools Robust Data & Activity Tracking Platform with Flexible Reward Structures Flexible, Mobile Enabled Portal with Personalized Messaging 8

Health Coaching Lifestyle/Behavior Change Moderate /Health Improvement High / Chronic Conditions Planning, Motivating, Inspiring — Members receive screening and assessment results — Don’t always know what to do next or may need some extra help and encouragement Trained professionals help set reasonable health goals — Minimum four‐year degrees in health‐related field Multi‐modal program with leading behavior change techniques Superior engagement initiatives — Seamless enrollment at screening events and portal — Effective telephonic and email outreach — Graduates can re‐engage for continued support Health Coaching Tracks Fitness and exercise Diet and nutrition Stress management Sleep health Weight management Blood pressure Cholesterol Diabetes prevention Metabolic syndrome Tobacco cessation Enhanced weight management Diabetes management Sleep apnea Heart health, and more 9

Operating Initiatives –Mobile Application Update Internal testing is complete Pilots with several clients begin in May Working with existing channel partners and clients to schedule additional pilots in Q2 leading up to a full launch in the fall Feedback from existing clients continues to be positive We believe mobile data collection will create additional opportunities in screening and coaching services 10

What’s Next Focus on integrating Hooper and Accountable Health Continue to execute against our stated goals and objectives Leverage our assets and capabilities for growth 11