SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (earliest event reported): February 4, 2019 (January 31, 2019)
Hooper Holmes, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
560 N. Rogers Road, Olathe, KS 66062
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code
(Former Name 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On January 31, 2019, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) confirmed the Amended and Restated Joint Plan of Liquidation (the “Plan”) originally filed with the Bankruptcy Court by the Company and all of its subsidiaries on December 14, 2018.
The Plan provides for the Company to be dissolved, its Board of Directors to cease to serve, and its shares of common stock to be cancelled for no consideration on the effective date of the Plan. The Plan’s effective date will occur upon formation of a liquidating trust, which will administer the final liquidation of the Company’s remaining assets under the auspices of the Bankruptcy Court pursuant to the Plan’s provisions.
Additional information about the Company’s bankruptcy proceeding is available online at https://dm.epiq11.com/#/case/PRH/info.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, and other variations or comparable terminology. These forward-looking statements include all statements other than historical facts. Any forward-looking statement made in this Form 8-K is not a guarantee of future performance, and actual results may differ materially from those expressed in or suggested by the forward-looking statements, as a result of various factors, including, without limitation the factors discussed in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the year ended December 31, 2017, as the same may be updated from time-to-time in subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made in this Form 8-K speaks only as of the date hereof, and the Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.
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.
Dated: February 4, 2019
/s/ Mark Clermont