-----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, KAyMG8Xlv9rJENuHdhrAxfMsA7OX/VFzJ3o1Up2ywL6kr/4R6qWXV0+G1dqSHusl 01X7aelIDo2m+lY2Dai/Tg== 0000950116-99-001635.txt : 19990824 0000950116-99-001635.hdr.sgml : 19990824 ACCESSION NUMBER: 0000950116-99-001635 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990823 EFFECTIVENESS DATE: 19990823 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: SEC FILE NUMBER: 333-85743 FILM NUMBER: 99697433 BUSINESS ADDRESS: STREET 1: FIVE GREENTREE CENTRE STE 311 STREET 2: STATE HIGHWAY 73 N CITY: MARLTON STATE: NJ ZIP: 08053 BUSINESS PHONE: 6095968877 MAIL ADDRESS: STREET 1: 5 GREENTREE CENTRE SUITE 311 STREET 2: ATTN BRUCE VAN FOSSEN CITY: MARLTON STATE: NJ ZIP: 08053 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------------------- AMENDMENT NO. 5 FORM S-8/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDQUIST INC. (Exact name of registrant as specified in its charter) NEW JERSEY (State or other jurisdiction of incorporation or organization) 22-2531298 (I.R.S. Employer Identification Number) Five Greentree Centre, Suite 311 Marlton, New Jersey 08053 (Address, including zip code, of Principal Executive Offices) Incentive Stock Option Plan of 1988 Non-Qualified Stock Options Granted by Resolutions of the Board Stock Option Plan of 1992 Nonstatutory Stock Option Plan of 1992 for Non-Employee Directors (Full title of the plan) John M. Suender Senior Vice President, General Counsel and Secretary MedQuist Inc. Five Greentree Centre, Suite 311 Marlton, New Jersey 08053 (609) 596-8877 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
===================================================================================================== Title of Amount to be Proposed maximum Proposed maximum Amount of securities registered(1) offering price per aggregate offering registration to be registered share(2) price(2) fee - ----------------------------------------------------------------------------------------------------- Common Stock 300,000 $38.31 $11,493,000 $3,195.05 - -----------------------------------------------------------------------------------------------------
(1) Plus such indeterminate number of shares as may be issued pursuant to certain anti-dilution provisions contained in the Plans and stock options and awards covered by this Registration Statement. (2) Pursuant to Rule 457(h), in the case such as this where such price is not known, the maximum offering price is 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 August __, 1999. -2- PART I This registration on Form S-8 is being filed with respect to the registration of additional securities under the Stock Option Plan of 1992 of the same class as other securities for which a registration statement filed on a Form S-8 relating to the same employee benefit plans is effective. The contents of registration statement No. 33-51508, as amended, are incorporated herein by reference. Item 8. Exhibits. The following exhibits are filed as part of the Registration Statement or, where so indicated, were and are heretofore filed and are hereby incorporated herein by reference. Exhibit 5.1 Opinion of John M. Suender, General Counsel to the Company Exhibit 24.1 Consent of Arthur Andersen LLP, Independent Certified Public Accountants Exhibit 24.2 Consent of John M. Suender (included in the opinion filed as Exhibit 5.1 hereto) -3- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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, thereto duly authorized, in the City of Marlton, State of New Jersey, as of August 23, 1999. MedQuist Inc. By: /s/ David A. Cohen -------------------------------------- David A. Cohen, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, this report has been signed below by the following persons in the capacities indicated and as of August 23, 1999. /s/ Bruce K. Anderson Director - --------------------------- Bruce K. Anderson /s/ William T. Carson, Jr. Director - --------------------------- William T. Carson, Jr. /s/John T. Casey - --------------------------- Director John T. Casey /s/ Richard J. Censits Director - --------------------------- Richard J. Censits /s/ John A. Donohoe, Jr. President, - --------------------------- Chief Operating Officer and James A. Donohoe, Jr. Director /s/ John R. Emery Senior Vice President, Treasurer and - --------------------------- Chief Financial Officer John R. Emery /s/ James R. Emshoff Director - --------------------------- James R. Emshoff -4- [EXECUTIONS CONTINUED] /s/ Terrence J. Mulligan Director - --------------------------- Terrence J. Mulligan /s/ A. Fred Ruttenberg Director - --------------------------- A. Fred Ruttenberg /s/ R. Timothy Stack Director - --------------------------- R. Timothy Stack /s/ Richard H. Stowe Director - --------------------------- Richard H. Stowe /s/ John H. Underwood Director - --------------------------- John H. Underwood -5- EX-24.1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 24.1 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 1, 1999 included in MedQuist Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. Philadelphia, Pa., August 23, 1999 -6- EX-5 3 EXHIBIT 5.1 Exhibit 5.1 August 23, 1999 David A. Cohen Chief Executive Officer Five Greentree Centre Suite 311 Marlton, NJ 08053 Dear David: 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 offer and sale of up to 300,000 additional shares of common stock, no par value per share (the "Common Stock"), by the Corporation pursuant to the Corporation's Stock Option Plan of 1992 (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 increasing the number of shares which may be issued under the Plan, (iii) resolutions by the shareholders approving the increase of the number of shares which may be issued under 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 300,000 additional 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 and non-assessable. -7- 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, John M. Suender -8- -----END PRIVACY-ENHANCED MESSAGE-----