UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MedQuist Inc.
----------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
584949 10 1
--------------
(CUSIP Number)
John M. Suender, Five Greentree Center, Suite 311,
Marlton, New Jersey 08053
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 2, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 pages
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SCHEDULE 13D
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|CUSIP No. 584949 10 1 | | Page 2 of 5 Pages |
- --------------------------- ----------------------------------
- -----------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | David A. Cohen |
| | ###-##-#### |
- -----------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / |
| | |
| | (b) / / |
| | |
- -----------------------------------------------------------------------------
| 3 | SEC USE ONLY |
| | |
- -----------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS* PF |
| | |
- -----------------------------------------------------------------------------
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / / |
| | REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| | |
- -----------------------------------------------------------------------------
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States of America |
- -----------------------------------------------------------------------------
| | 7 | SOLE VOTING POWER |
| | | |
| NUMBER OF | | 604,373 |
| SHARES --------------------------------------------------------------
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| OWNED BY | | |
| EACH | | N/A |
| REPORTING --------------------------------------------------------------
| PERSON | 9 | SOLE DISPOSITIVE POWER |
| WITH | | |
| | | 604,373 |
| --------------------------------------------------------------
| |10 | SHARED DISPOSITIVE POWER |
| | | |
| | | N/A |
- -----------------------------------------------------------------------------
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 604,373 |
- -----------------------------------------------------------------------------
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / |
| | EXCLUDES CERTAIN SHARES* |
| | |
- -----------------------------------------------------------------------------
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | N/A |
- -----------------------------------------------------------------------------
|14 | TYPE OF REPORTING PERSON* |
| | |
| | IN |
- -----------------------------------------------------------------------------
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SCHEDULE 13D STATEMENT
Item 1(a). Title of Class of Equity Securities:
Common Stock.
Item 1(b). Name and Address of Issuer's Principal Executive Offices:
MedQuist Inc. (the "Issuer")
Five Greentree Centre
Suite 311
Marlton, NJ 08053
Item 2(a). Name of Person Filing:
David A. Cohen
Item 2(b). Residence or Business Address:
Mr. Cohen's business address is:
Five Greentree Centre
Suite 311
Marlton, NJ 08053
Item 2(c). Present Employment and the Name, Principal Business and Address
of the Company in Which Such Employment is Conducted.
Mr. Cohen is the President, Chief Executive Officer and a
Director of the Issuer.
The Issuer is a provider of electronic transcription
and document management services to the healthcare
industry.
The Issuer's address is: Five Greentree Centre
Suite 311
Marlton, NJ 08053
Item 2(d). Whether or Not, During the Last Five Years, Such Person Has Been
Convicted in a Criminal Proceeding.
No
Item 2(e). Whether or Not, During the Last Five Years,
Such Person Was a Party To a Civil Proceeding and as
a Result Was or is Subject to an Enjoinment with
Respect to Federal or State Securities Laws.
No
Item 2(f). Citizenship.
The United States of America
Item 3. Source and Amount of Funds or Other Consideration.
The Issuer acquired Transcriptions Ltd. in May 1994
and paid $16.6 million in cash and agreed to pay
additional purchase price on a deferred basis based
upon future performance of Transcriptions, Ltd.
Effective December 29, 1995, the parties agreed to
fix the amount of the deferred purchase price at
$24.5 million, payable on August 30, 1996 as follows:
(i) $18,375,000
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in cash and (ii) $6,125,000 in the form of Common
Stock valued at $7.11 per share, or 861,463 shares.
Of the 861,463 shares of Common Stock, Mr. Cohen will
acquire 572,873 of such shares on August 30, 1996. In
addition, Mr. Cohen beneficially owns 25,000 shares
of Common Stock issuable upon the exercise of
options, having an exercise price of $6.50 per share,
granted to Mr. Cohen in connection with his
employment with the Issuer. The remaining 6,500
shares of Common Stock were acquired by Mr.
Cohen in the open market.
Item 4. Purpose of Transaction.
Mr. Cohen will acquire the 572,873 shares of Common
Stock in connection with the payment by the Issuer of
the deferred purchase price for Transcriptions Ltd.,
a current subsidiary of the Issuer. Mr. Cohen does
not have any plans or proposals which relate to or
would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer
or any of its subsidiaries; (d) any change in the
present board of directors or management of the
Issuer, including any plans or proposals to change
the number or term of directors or to fill any
existing vacancies of the board; (e) any material
change in the present capitalization or dividend
policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure
including but not limited to, if the Issuer is a
registered closed-end investment company, any plans
or proposals to make any changes in its investment
policy for which a vote is required by section 13 of
the Investment Company Act of 1940; (g) changes in
the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered
national securities association; (i) a class of
equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to any
of those enumerated above.
Item 5(a). Aggregate Number and Percentage of Common Stock.
Mr. Cohen beneficially owns 604,373 shares of Common Stock which
is 9.2% of the outstanding shares of Common Stock.
Item 5(b). Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote:
604,373 shares
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition:
604,373 shares
(iv) shared power to dispose or to direct the disposition:
None
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Item 5(c). Transactions Effected During Past Sixty Days.
None
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 10, 1996 /s/ DAVID A. COHEN
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David A. Cohen/President and
Chief Executive Officer
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