NT 10-K 1 a04-3352_2nt10k.htm NT 10-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 12b-25

 

NOTIFICATION OF LATE FILING

SEC FILE NUMBER
0-19941

 

 

CUSIP NUMBER
584949101

 

(Check one):

ý Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form N-SAR

o Form N-CSR

 

 

For Period Ended:

December 31, 2003

 

 

 

 

o Transition Report on Form 10-K

 

o Transition Report on Form 20-F

 

o Transition Report on Form 11-K

 

o Transition Report on Form 10-Q

 

o Transition Report on Form N-SAR

 

For the Transition Period Ended:

 

 

 

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

MedQuist Inc.

Full Name of Registrant

 

 

Former Name if Applicable

 

Five Greentree Centre, Suite 311

Address of Principal Executive Office (Street and Number)

 

Marlton, New Jersey 08053

City, State and Zip Code


PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

ý

  (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

  (c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

(Attach extra Sheets if Needed)

 

We have implemented disclosure controls and procedures designed to ensure that information we are required to disclose under the Securities Exchange Act is recorded, processed, summarized, and reported in a timely manner.  In response to inquiries made as part of our disclosure controls and procedures, an employee made assertions of potential improper billing practices by the Company.  Our audit committee retained outside counsel, which in turn engaged the accounting firm of PricewaterhouseCoopers, to assist in conducting a review of these assertions.

As a result of this ongoing review, we have identified certain billing issues that have led us to conclude that certain of our clients have been overcharged, while others have been undercharged.  At this time, based upon the results of the review to date, it appears that the Company will record a reserve of $1.5 million, although we will not know the exact amount of the reserve until the review is concluded.

We have delayed the filing of our Form 10-K for the year ended December 31, 2003 pending completion of the review as to the impact of these billing issues on our financial statements, and finalization of our audited financial statements as of and for the year ended December 31, 2003.  The Company's inability to file timely could not be eliminated without unreasonable effort or expense.  We intend to file our Form 10-K on or before March 30, 2004.  However, we are unable to predict at this time whether the review and finalization will be completed by that date.

The statements above regarding client billing, the nature and duration of our ongoing review, the amount of the reserve, the projected date by which we intend to make our Form 10-K filing, and any other expectations or anticipated events are “forward-looking” statements within the meaning of the securities laws and regulations.  These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially.

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

 

John M. Suender

 

856

 

810-8000

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

ý Yes

o No

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

ý Yes

o No

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

As previously estimated in the Form 8-K filed with the Commission on October 24, 2003, the Company expects results of operations for the year ended December 31, 2003 to be less than those for the year ended December 31, 2002.  Until the review of the billing issues is complete, we cannot estimate, other than as set forth above, the additional effect that the results of the review will have on our 2003 financial statements.  As of the date of this filing, we do not expect that the results of the review of the billing issues will have a material impact on the financial statements for periods prior to 2003.

 

 

 

MedQuist Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

3/16/2004

 

By

/s/  John M. Suender

 

 

 

 

John M. Suender

 

 

 

 

Executive V.P. & Chief Legal Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

GENERAL INSTRUCTIONS

 

1.

 

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

 

 

2.

 

One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

 

 

 

3.

 

A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on

 

 

which any class of securities of the registrant is registered.

 

 

 

4.

 

Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been

 

 

correctly furnished. The form shall be clearly identified as an amended notification.

 

 

 

5.

 

Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).

 

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