SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
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)
Employee Stock Purchase Plan
401(k) Plan Match
Director Deferred Compensation Plan
(Full title of the plan)
John M. Suender
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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed maximum Proposed maximum 1/29 of 1%
securities registered(1) offering price per aggregate offering Amount of
to be registered share(2) price(2) registration fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 600,000 $14.125 $8,475,000 $2,922.41
</TABLE>
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plans 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 July 30, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information.
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The prospectus of the Corporation, dated May 24, 1996, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended;
(b) All other reports filed pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by the prospectus specified in (a) above.
(c) The description of the Common Stock of the Corporation which is
contained in the Corporation's Registration Statement on Form S-1 (File No.
333-3050) filed on April 1, 1996 under the Securities Act of 1933, as amended,
including any amendment or report filed for the purpose of updating such
description; and
(d) Information as to these Plans which will be included in the future
either in the Corporation's proxy statements, annual reports or
appendices to the Prospectus.
All reports and other documents subsequently filed by the Corporation
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement but prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold hereunder, shall be deemed to be
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incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business Corporation Law
(the "NJBCL"), the Corporation must indemnify each of its directors and
officers for his Expenses (that is, reasonable costs, disbursements and counsel
fees) in connection with any proceeding involving such person by reason of his
having been an officer or director to the extent he is successful on the merits.
The By-Laws of the Corporation provide that the Corporation shall, to
the fullest extent permitted by applicable law, indemnify its directors and
officers who were or are a party or are threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not such action, suit or
proceeding arises or arose by or in the right of the Corporation or other
entity) by reason of the fact that such director or officer is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, general partner, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), against
expenses (including, but not limited to, attorneys' fees and costs), judgments,
fines (including excise taxes assessed on a person with respect to any employee
benefit plan) and amounts paid in settlement actually and reasonably incurred by
such director or officer in accordance with such action, suit or proceeding,
except as otherwise provided in the By-Laws. Expenses incurred by a director or
officer of the Corporation in defending a threatened, pending or complete civil
or criminal action, suits or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suits or proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation, except as otherwise provided in the By-Laws. The
indemnification and advancement or reimbursement of expenses provided by, or
granted pursuant to, provisions contained in the By-Laws shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement or reimbursement of expenses may be entitled under the Certificate
of Incorporation or any by-law, agreement, vote of shareholders or directors or
otherwise, both as to action in another capacity while holding that office.
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<PAGE>
The Amended and Restated Certificate of Incorporation of the Corporation
provides that directors shall not be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation or its
shareholders, except that such provision shall not relieve a director from
personal liability to the Corporation and its shareholders for damages for any
breach of duty based on an act or omission (a) in breach of such director's duty
of loyalty to the Corporation or its shareholders' or (b) not in good faith or
involving a knowing violation of law, or (c) resulting in the receipt by such
director of an improper personal benefit.
The Corporation's directors and officers are currently insured under a
Directors and Officer Insurance and Company Reimbursement Policy with a policy
limit of $3,000,000, subject to certain deductibles, exclusions and exceptions,
for any breach of duty, neglect, error, misstatement, misleading statement,
omission or act by the directors or officers in their respective capacities as
such, or any matter claimed against them solely by reason of their status as
directors or officers of the Corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of the Registration Statement
or, where so indicated, were 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 Public
Accountants
Exhibit 24.2 Consent of John M. Suender (included in the opinion
filed as Exhibit 5.1 hereto)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of
the Securities Act of 1933;
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(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the registration
statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in the registration statement;
(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in the registration
statement or any material change to
such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or 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 Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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.
(c) The undersigned registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,
or otherwise, the
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registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the 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, suits 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 Act and will be governed by the final adjudication of such
issue.
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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, on July _____,
1996.
MedQuist Inc.
By:/s/ DAVID A. COHEN
-----------------------------
David A. Cohen, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons in the
capacities indicated and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ DAVID A. COHEN President, Chief Executive Officer July 31, 1996
- -------------------------- and Director (principal executive officer)
David A. Cohen
/s/ JAMES R. EMSHOFF Director July 31, 1996
- --------------------------
James R. Emshoff
/s/ ROBERT F. GRAHAM Vice President, Treasurer and Chief July 31, 1996
- -------------------------- Financial Officer (principal financial
Robert F. Graham and accounting officer)
- -------------------------- Director July 31, 1996
Richard J. Censits
/s/ WILLIAM T. CARSON Director July 31, 1996
- --------------------------
William T. Carson, Jr.
</TABLE>
[EXECUTIONS CONTINUED]
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ JAMES F. CONWAY Director July 31, 1996
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James F. Conway
/s/ FREDERICK S. FOX Director July 31, 1996
- --------------------------
Frederick S. Fox
- -------------------------- Director July 31, 1996
A. Fred Ruttenberg
/s/ JOHN H. UNDERWOOD Director July 31, 1996
- --------------------------
John H. Underwood
/s/ TERRENCE J. MULLIGAN Director July 31, 1996
- --------------------------
Terrence J. Mulligan
</TABLE>
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John M. Suender
Vice President, General Counsel
and Secretary
Direct Dial Extension: 404
August 2, 1996
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 600,000 shares of common stock, no par value per
share (the "Common Stock"), by the Corporation pursuant to the Corporation's
Employee Stock Purchase Plan, 401(k) Plan and Director Deferred Compensation
Plan (collectively, the "Plans"). 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
Plans, (iii) resolutions by the shareholders adopting certain Plans, (iv) the
Plans, and (v) the Registration Statement. I have assumed and relied, as to
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 shares of Common Stock of the Corporation which are being
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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.
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 or 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, definition, 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 or disclosed 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
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 23,
1996 included in MedQuist Inc.'s Form 10-K for the year ended December 31, 1995
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Philadelphia, Pa.
August 2, 1996
