SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 28,1998
DIGITAL DICTATION, INC.
(Exact name of issuer as specified in charter)
Delaware 0-27052 52-1451022
(State or Other (Commission (I.R.S. Employer
Jurisdiction file Identification
of Incorporation or number) Number)
Organization)
8230 Old Courthouse Road
Vienna, Virginia 22182
(Address of principal executive offices)
(703) 848-2830
(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant
(a) On May 28, 1998, Transcriptions, Ltd. ("TL"), a wholly-owned subsidiary of
MedQuist Inc. ("MedQuist") acquired approximately 93.4% of the outstanding
common stock of the registrant, Digital Dictation, Inc. ("DDI") pursuant to
an Agreement and Plan of Merger among MedQuist, TL, DDI, Proactive
Partners, L.P. ("Proactive"), Lagunitas Partners, L.P. ("Lagunitas"),
Gruber & McBaine International ("G&B") and Richard D. Cameron ("Cameron")
(the "Merger Agreement"). Prior to the execution of the Merger Agreement,
Proactive, Lagunitas, G&B and Cameron (collectively, the "Principal
Shareholders") owned 5,908,673 shares of DDI common stock, par value $.01
per share ("DDI Common Stock"), or approximately 93.4% of the outstanding
shares of DDI Common Stock. Pursuant to the Merger Agreement, on May 28,
1998 the Principal Shareholders exchanged each of their shares of DDI
Common Stock for 0.0720449 shares of MedQuist common stock, no par value
per share ("MedQuist Common Stock"), for a total of 425,688 shares of
MedQuist Common Stock. In connection with the execution of the Merger
Agreement, the executive officers and directors of DDI resigned, and the
current executive officers and directors of TL, as identified on the
Schedule 13D filed by MedQuist and TL on June 8, 1998, became the executive
officers and directors of DDI.
Moreover, pursuant to the Merger Agreement, DDI will merge with and into TL
(the "Merger") upon the effectiveness of a Registration Statement on Form
S-4 covering shares of MedQuist Common Stock to be issued in the Merger,
with TL being the surviving corporation of the merger. Upon consummation of
the Merger, the holders of DDI Common Stock, other than TL, will receive
0.0720449 shares of MedQuist Common Stock in exchange for each share of DDI
Common Stock held by such stockholders. Outstanding options to purchase DDI
Common Stock will be exchanged on an equivalent basis for options to
purchase MedQuist Common Stock. MedQuist Common Stock is traded on the
Nasdaq National Market under the symbol "MEDQ." MedQuist's and TL's
executive offices are located at Five Greentree Centre Suite 311 Marlton,
New Jersey 08053.
Item 7. Exhibits.
(c) The Merger Agreement described in Item 1 above was filed with the Schedule
13D filed by MedQuist and TL on June 8, 1998, and is incorporated herein by
reference.
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SIGNATURE
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.
DIGITAL DICTATION, INC.
Date: June 12, 1998 By: /s/ John M. Suender
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Name: John M. Suender
Title: Vice President and General Counsel
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