Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 CFO CERTIFICATION - HOOPER HOLMES INC | exhibit31-2201110ka.htm |
| EX-31.1 - EXHIBIT 31.1 CEO CERTIFICATION - HOOPER HOLMES INC | exhibit31-1201110ka.htm |
| EX-23 - EXHIBIT 23 CONSENT OF AUDITORS - HOOPER HOLMES INC | exhibit23201110ka.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
Commission file number: 001-09972
HOOPER HOLMES, INC.
(Exact name of Registrant as specified in its charter)
New York | 22-1659359 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
170 Mt. Airy Road | |
Basking Ridge, NJ | 07920 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 766-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered |
Common Stock ($.04 par value per share) | NYSE Amex Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No S
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No S
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes S No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes S No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. S
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o | Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company S |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes o No S
The aggregate market value of the shares of common stock held by non-affiliates of the Registrant (63,783,167 shares), based on the closing price of these shares on June 30, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter) on the NYSE Amex Stock Exchange, was $59,318,345.
The number of shares outstanding of the Registrant’s common stock as of February 29, 2012 was 69,669,587.
Documents Incorporated by Reference
Items 10, 11, 12, 13 and 14 of Part III incorporate by reference information from the Registrant’s proxy statement for the Registrant’s Annual Meeting of Shareholders to be held on May 24, 2012 to be filed with the Securities and Exchange Commission within 120 days of the Registrant's fiscal year ended December 31, 2011.
EXPLANATORY NOTES
This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of Hooper Holmes, Inc. (the “Company”) for the fiscal year ended December 31, 2011, initially filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2012 (the “Original Filing”) is being filed to correct a clerical error in the reproduction of the date of the Consent of Independent Registered Public Accounting Firm that was filed as Exhibit 23 to the Original Filing. As filed, Exhibit 23 was inadvertently dated March 9, 2011 rather than March 9, 2012, the date matching the consent originally provided by the Company's accountants.
The corrected Consent of Independent Registered Public Accounting Firm is filed as Exhibit 23 with this Form 10-K/A. In addition, pursuant to the rules of the SEC, currently dated certifications of the Company's Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002, are filed as Exhibits 31.1 and 31.2, respectively, with this Form 10-K/A.
Except as described above, no other changes or updates have been made to the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing of the Original Filing. Accordingly, this Form 10-K/A must be read in conjunction with the Company's other filings made with the SEC subsequent to the filing date of the Original Filing, including amendments to those filings, if any.
Part IV
ITEM 15 | Exhibits and Financial Statement Schedules |
(a) (3) Exhibits included herein
23 | Consent of Independent Registered Public Accounting Firm | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended | |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOOPER HOLMES, INC. | |||
(Registrant) | |||
September 7, 2012 | By: | /s/ Michael J. Shea | |
Michael J. Shea | |||
Chief Financial Officer | |||