-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FgGuGU2t6jNS6/8FeWXz2pB5sPqIbuVWXlkykRYq+P8w4/ks4uQn74G3lerWXte1 NFGcQgmqUyS81ElIHvmaQQ== 0000950116-03-003845.txt : 20030911 0000950116-03-003845.hdr.sgml : 20030911 20030911152925 ACCESSION NUMBER: 0000950116-03-003845 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030911 EFFECTIVENESS DATE: 20030911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDQUIST INC CENTRAL INDEX KEY: 0000884497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 222531298 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108700 FILM NUMBER: 03891933 BUSINESS ADDRESS: STREET 1: FIVE GREENTREE CENTRE STE 311 STREET 2: STATE HIGHWAY 73 N CITY: MARLTON STATE: NJ ZIP: 08053 BUSINESS PHONE: 8568108000 MAIL ADDRESS: STREET 1: 5 GREENTREE CENTRE SUITE 311 STREET 2: ATTN BRUCE VAN FOSSEN CITY: MARLTON STATE: NJ ZIP: 08053 S-8 1 s-8.txt S-8.TXT As Filed with the Securities and Exchange Commission on September 11, 2003 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDQUIST INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in Charter)
NEW JERSEY 22-2531298 - ------------------------------- --------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization)
5 Greentree Centre, Suite 311 Marlton, New Jersey 08053 (856) 810-8000 ----------------------------------------------------- (Address of principal executive offices) MEDQUIST INC. 2002 STOCK OPTION PLAN ----------------------------------------------------- (Full title of the plan) John M. Suender, Chief Legal Officer MedQuist Inc. 5 Greentree Centre, Suite 311 Marlton, NJ 08053 ----------------------------------------------------- (Name and address of agent for service) (856) 810-8000 ----------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
======================================================================================================================= Title of shares to be Amount to be Proposed maximum Proposed maximum Amount of registration registered registered (1) offering price per aggregate offering fee share price (2) Common Stock 1,500,000 $19.97 $29,955,000 $2,423.36 ($.01 par value) =======================================================================================================================
(1) This registration statement (the "Registration Statement") registers the issuance of 1,500,000 shares of Common Stock, no par value per share (the "Common Stock") of MedQuist Inc. (the "Registrant"), plus such indeterminate number of shares as may be issued pursuant to certain anti-dilution, stock split or stock dividend provisions contained in the Plan. (2) Pursuant to Rule 457(h)(1) and Rule 457(c), in the case of an employee stock option plan where the exercise price is not known, the aggregate offering price and the fee are based upon the average of the high and low sales prices of a share of Common Stock of MedQuist Inc. reported on the Nasdaq National Market on September 5, 2003. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the "Commission"), but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act. Item 2. Registrant Information and Employee Plan Annual Information. MedQuist Inc. ("MedQuist" or the "Company") will furnish without charge to each person to whom a prospectus is delivered, a copy of any and all of the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to MedQuist Inc., 5 Greentree Centre, Suite 311, Marlton, New Jersey 08053, Attention: Chief Legal Officer, telephone number (856) 810-8000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed by the Registrant with the Commission are incorporated by reference in this Registration Statement: (a) MedQuist's latest Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Commission on March 25, 2003; (b) MedQuist's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, filed with the Commission on May 13, 2003 and August 12, 2003, respectively; (c) MedQuist Current Reports on Form 8-K filed with the Commission on February 13, 2003, April 24, 2003 and July 25, 2003; (d) The description of MedQuist's Common Stock contained in the Registration Statement on Form S-3, filed with the Commission on March 25, 1999, as amended, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant or the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. 2 Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company's Amended and Restated Certificate of Incorporation provides that no director shall be personally liable to the Company or its shareholders for monetary damages for breach of any duty in his or her capacity as a director owed to the Company or to the shareholders of the Company, except for liability for breach of the director's duty of loyalty to the Company or its shareholders, for acts or omissions not in good faith or which involve a knowing violation of law, or for any act or omission which results in receipt by the director of an improper personal benefit. Section 14A:3-5 of the Corporation Law of the State of New Jersey ("NJCL") permits each New Jersey business corporation to indemnify its directors, officers, employees and agents against expenses and liability for each such person's acts taken in his or her capacity as a director, officer, employee or agent of the corporation if such actions were taken in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. Article 10 of the Company's Bylaws provides that the Company, to the full extent permitted by Section 14A:3-5 of the NJCL, shall indemnify all past and present directors or officers of the Company and may indemnify all past or present employees or other agents of the Company. To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such Article 10, or in defense of any claim, issue, or matter therein, he or she shall be indemnified by the Company against expenses in connection therewith. Such expenses shall be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking to repay the advance if it is ultimately determined that such person is not entitled to indemnification. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: 3 Exhibit No. Description ----------- ----------- 4.1 MedQuist Inc. 2002 Stock Option Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement on Schedule 14A, filed with the Commission on April 24, 2002) 5.1 Opinion of John M. Suender, Chief Legal Officer of the Company 23.1 Consent of KPMG LLP 23.2 Consent of John M. Suender (included in the opinion filed as Exhibit 5.1 hereto) 24.1 Power of Attorney (see signature page at 7) Item 9. Undertakings. The undersigned Registrant hereby undertakes as follows: (a) To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. 5 (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlton, New Jersey, on September 10, 2003. MEDQUIST INC. By: /s/ John Quaintance ---------------------------------------- John Quaintance, Executive Vice President (Principal Executive Officer) 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints John M. Suender, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Date: September 10, 2003 /s/ John Quaintance ------------------------------------------ John Quaintance, Executive Vice President (Principal Executive Officer) Date: September 10, 2003 /s/ Brian J. Kearns ------------------------------------------ Brian J. Kearns, Executive Vice President, Treasurer and Chief Financial Officer (principal financial officer and principal accounting officer) Date: September 10, 2003 ------------------------------------------ Hans M. Barella, Director Date: September 10, 2003 /s/ William E. Curran ------------------------------------------ William E. Curran, Director Date: September 10, 2003 /s/ Stephen H. Rusckowski ------------------------------------------ Stephen H. Rusckowski, Director Date: September 10, 2003 /s/ A. Fred Ruttenberg ------------------------------------------ A. Fred Ruttenberg, Director Date: September 10, 2003 /s/ Richard H. Stowe ------------------------------------------ Richard H. Stowe, Director Date: September 10, 2003 /s/ John H. Underwood ------------------------------------------ John H. Underwood, Director Date: September 10, 2003 /s/ Scott M. Weisenhoff ------------------------------------------ Scott M. Weisenhoff, Director Date: September 10, 2003 /s/ Erik J. Westerink ------------------------------------------ Erik J. Westerink, Director EXHIBIT INDEX 5.1 Opinion of John M. Suender, Chief Legal Officer of the Company 23.1 Consent of KPMG LLP 23.2 Consent of John M. Suender (included in the opinion filed as Exhibit 5.1 hereto) 24.1 Power of Attorney (see signature page at 7) EX-5 3 ex5-1.txt EX5-1.TXT Exhibit 5.1 September 8, 2003 MedQuist Inc. Five Greentree Centre Suite 311 Marlton, NJ 08053 Ladies and Gentlemen: I am counsel to MedQuist Inc. (the "Corporation") in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Corporation with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the 1,500,000 shares of common stock, no par value per share (the "Common Stock"), by the Corporation pursuant to the Corporation's MedQuist Inc. 2002 Stock Option Plan (the "Plan"). This opinion is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K. In rendering this opinion, I have examined the following documents: (i) the Corporation's Amended and Restated Certificate of Incorporation and Bylaws, (ii) the Corporation's minute books and certain resolutions adopted by the Board of Directors relating to the approval of the Plan, (iii) resolutions by the shareholders approving the Plan, (iv) the Plan, and (v) the Registration Statement and the Prospectus relating to the Plan. I have assumed and relied, as to the questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all documents and records examined and the genuineness of all signatures. I have not made any independent investigation in rendering this opinion other than the document examination described. My opinion is, therefore, qualified in all respects by the scope of that document examination. I make no representation as to the sufficiency of my investigation for your purposes. This opinion is limited to the laws of the State of New Jersey. In rendering this opinion I have assumed (i) compliance with all other laws, including federal laws and (ii) compliance with all New Jersey securities and antitrust laws. Based upon and subject to the foregoing, I am of the opinion that: The 1,500,000 shares of Common Stock of the Corporation which are being offered by the Corporation pursuant to the Registration Statement, when sold in the manner and for the consideration contemplated by the Registration Statement, will be legally issued, fully paid an non-assessable. The opinion expressed in this letter is subject in all respects to the following qualifications: (i) no opinion is rendered as to the availability of equitable remedies including, but not limited to, specific performance and injunctive relief, (ii) the effect of bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws or equitable principles affecting creditors' rights or remedies, and (iii) the effect of applicable law and court decisions which may now or hereafter limit render unenforceable certain of your rights and remedies. This opinion is governed by, and shall be interpreted in accordance with the Legal Opinion Accord (the "Accord") of the American Bar Association Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, in addition to the qualifications, exceptions and limitations specifically set forth herein and this opinion should be read in conjunction therewith. In the event of any inconsistency between the qualification, exception and limitations of the Accord and those specifically set forth herein, the more restrictive qualifications, exceptions and limitations shall control. This opinion is given as of the date hereof. I assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to my attention or any changes in laws which may hereafter occur. This opinion is not intended to be relied upon by any individual or entity other than you, or to be distributed without my prior written consent. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Opinion" in the Prospectus, as amended. Sincerely, /s/ John M. Suender ----------------------------------- John M. Suender Chief Legal Officer EX-23 4 ex23-1.txt EX23-1.TXT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors MedQuist Inc. We consent to the incorporation by reference in this Registration Statement on Form S-8 of MedQuist Inc. of our report dated March 3, 2003, with respect to the consolidated balance sheet of MedQuist Inc. and subsidiaries as of December 31, 2002, and the related consolidated statements of operations, shareholders' equity and cash flows for the year then ended, which report appears in the December 31, 2002 annual report on Form 10-K of MedQuist Inc. Our report refers to the change from the cost method of accounting for an investment to the equity method in connection with an increase in the level of ownership as required by Accounting Principles Board Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock," and to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and other Intangibles." Our report refers to the audit of the adjustments that were applied to revise and restate the 2001 and 2000 consolidated financial statements, as more fully described in Notes 5 and 6, respectively, to the consolidated financial statements. However, we were not engaged to audit, review or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such adjustments. /s/ KPMG LLP Philadelphia, Pennsylvania September 8, 2003 -----END PRIVACY-ENHANCED MESSAGE-----