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): August 13, 1997
MedQuist Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-19941 22-253 1298
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
5 Greentree Centre, Suite 311, Marlton, NJ 08053
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(address of principal executive offices) (Zip Code)
Registrants's telephone number, including area code: (609) 596-8877
(Former name or former address, if changed since last report)
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Index to Form 8-K
Page No.
Item 5. Other Events 1
Item 7(c). Exhibits 2
Signature 3
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Item 5. Other Events.
On August 13, 1997, the registrant announced a 3-for-2 stock split to
be effected through the issuance of three shares for every two shares of its
common stock owned by shareholders as of August 25, 1997, the record date. The
stock split will be distributed to shareholders on September 9, 1997.
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Item 7(c). Exhibits. Exhibit No.
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Press Release dated August 13, 1997. 1
Amended and Restated Certificate of Incorporation
of MedQuist Inc. as in effect August 13, 1997. 2
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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.
MedQuist Inc.
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(Registrant)
Date: August 15, 1997
/s/John R. Emery
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John R. Emery, Vice President &
Chief Financial Officer
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDQUIST INC.
ARTICLE FIRST
NAME
The name of the corporation is MedQuist Inc.
ARTICLE SECOND
REGISTERED OFFICE
The location of the corporation's current registered office in this State
is Five Greentree Centre, Suite 311, Marlton, New Jersey 08053.
ARTICLE THIRD
PURPOSE
The name of the current registered agent for the corporation is John M.
Suender.
ARTICLE FOURTH
PURPOSE
The purposes for which the corporation is formed are: to engage, without
limitation, in any activity within the purposes for which corporations may be
organized under the New Jersey Business Corporation Act and any amendments
thereto.
ARTICLE FIFTH
CAPITAL STOCK
The aggregate number of shares which the corporation shall have authority
to issue is 36,055,987.50 shares of which 30,000,000 shares shall be common
stock and 6,055,987.50 shares shall be preferred stock.
The designation, relative rights, preferences and liabilities of each class
of stock, itemized by class, shall be as follows:
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(a) Preferred. The corporation's board of directors (hereinafter called
"Board of Directors" or "Board") is authorized to adopt at any time, or from
time to time, amendments to the Certificate of Incorporation in respect to any
unissued and/or treasury shares of preferred stock, and thereby to fix or change
the division of shares of the preferred stock into classes and/or into series
within any class or classes, and to fix or change the determination of the
relative rights, preferences and limitations of the share of any class or
series. The authority of the Board with respect to each class or series of
preferred stock shall include, but not be limited to, determination of the
following:
(i) The number of shares constituting that class or series and the
distinctive designation of that class or series;
(ii) The dividend rate on the shares of that class or series, whether
dividends shall be cumulative, and, if so, from which date or dates;
(iii) Whether that class or series shall have voting rights, in addition to
any voting rights provided by law, and, if so, the terms of such voting
rights;
(iv) Whether that class or series shall have conversion privileges and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;
(v) Whether or not shares of that class or series shall be redeemable and
whether or not the corporation or the holder (or both) may exercise the
redemption right, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions;
(vi) The rights of the shares of that class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation; and
(vii) Any other relative rights, preferences and limitations of that class
or series as may be permitted or required by law.
(b) Common. Each share of common stock shall be entitled to one vote on all
matters submitted to a vote of shareholders, except as the right to exercise
such vote may be limited by the provisions of this Certificate of Incorporation.
The holders of common stock shall be entitled to such dividends as may be
declared by the Board of Directors from time to time, provided that required
dividends, if any, on the preferred stock have been paid or
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provided for. In the event of the liquidation, dissolution, or winding up,
whether voluntary or involuntary, of the corporation, the assets and funds of
the corporation available for distribution to shareholders, and remaining after
the payment to holders of preferred stock of the amounts to which they are
entitled, shall be divided and paid to the holders of the common stock according
to their respective shares.
ARTICLE SIXTH
DIRECTOR NUMBER; CLASSIFICATION; REMOVAL
(a) The number of directors which shall constitute the whole Board of
Directors shall be not less than five nor more than twenty. Subject to any
rights of holders of preferred stock, the exact number of directors within such
maximum and minimum shall be determined by resolution duly adopted by the Board
of Directors by a majority vote of the entire Board of Directors. No decrease in
the number of directors shall shorten the term of any incumbent directors.
(b) The Board of Directors shall be divided into three classes, which shall
be as nearly equal in number as possible. Directors of each class shall serve
for a term of three years, and until their successors shall have been elected
and qualified. Upon the adoption of this Article SIXTH and the filing of the
Amended and Restated Certificate of Incorporation with the New Jersey Secretary
of State, the existing Board of Directors shall automatically be reclassified
such that some of the director's terms will be automatically extended as a
result thereof. Each director of the reclassified Board of Directors shall be
placed in one of three classes, and the initial term of office of each such
class shall (except in the event of his earlier resignation or removal) expire
at the annual shareholders' meeting taking place in the year set forth opposite
such director's name (or, if later, upon the election and qualification of his
successor), as follows:
Name Class Term Expires
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William T. Carson III 1995
Richard J. Censits
James F. Conway
Frederick S. Fox, III II 1994
Robert D. Mintz
A. Fred Ruttenberg
Joseph F. Centrone, M.D. I 1993
Barry D. Brown
Kyle W. Will
Richard G. Mohrfeld
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At each annual shareholders' meeting following such initial
reclassification and election, the number of directors equal to the number of
directors in the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting of shareholders
following such meeting. Each director so elected shall hold office until his
term expires and his successor is elected and qualified, or until his earlier
resignation or removal.
(c) Newly elected directorships resulting from any increase in the
authorized number of directors and any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of all votes
entitled to be cast by the entire Board of Directors.
(d) Any directors elected pursuant to any special voting rights of one or
more series of Preferred Stock shall be excluded from, and for no purpose be
counted in, the scope and operation of the foregoing provisions of this Article
SIXTH.
ARTICLE SEVENTH
VOTING POWERS OF DIRECTORS GENERALLY
Every director of the corporation shall be entitled to one (1) vote on all
matters upon which the Board of Directors is entitled to vote. The number of
directors constituting the current Board of Directors of the corporation is ten.
The names and addresses of the directors are presently as follows:
Name Address
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Barry D. Brown West Jersey Health System
Mt. Ephraim & Atlantic Avenues
Camden, NJ 08104
William T. Carson, Jr. The Covenant Bank for Savings
18 Kings Highway West
Haddonfield, NJ 08033
Richard J. Censits 688 Annemore Lane
Naples, FL 34108
Joseph F. Centrone, M.D. South Jersey Radiology
Executive Office
100 Carnie Blvd., Suite B-9
Voorhees, NJ 08043
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Name Address
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James F. Conway Mr. Softee, Inc.
901 Clements Bridge Road
Runnemede, NJ 08078
Frederick S. Fox, III Fox & Lazo
30 Washington Avenue
Haddonfield, NJ 08033
Robert D. Mintz, Esquire Freeman, Mintz, Hagner & Deiches, P.A.
34 Tanner Street
Haddonfield, NJ 08033
Richard G. Mohrfeld Mohrfeld, Inc.
24 Lees Avenue
Collingswood, NJ 08108
A. Fred Ruttenberg Blank, Rome, Comisky & McCauley
Woodland Falls Corporate Park
210 Lake Drive East
Cherry Hill, NJ 08002
Kyle W. Will Delaware Valley/Liebert, Inc.
Keystone Industrial Park
200 Rittenhouse Circle - One East
Bristol, PA 19007
ARTICLE EIGHTH
DURATION
The duration of the corporation is perpetual.
ARTICLE NINTH
LIMITATION OF DIRECTOR LIABILITY
A director of the corporation shall not be personally liable to the
corporation or to the shareholders of the corporation for damages for breach of
any duty owed to the corporation or to the shareholders of the corporation
except that this Article NINTH shall not
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relieve a director of the corporation from personal liability to the corporation
and to the shareholders of the corporation for damages for any breach of duty
based upon an act or omission (a) in breach of such director's duty of loyalty
to the corporation or the shareholders of the corporation, or (b) not in good
faith or involving a knowing violation of laws, or (c) resulting in the receipt
by such director of an improper personal benefit.
ARTICLE TENTH
SEVERABILITY
In the event that all, some or any part of any provision contained in this
Amended and Restated Certificate of Incorporation shall be found by any court of
competent jurisdiction to be illegal, invalid or unenforceable (as against
public policy or otherwise), such provision shall be enforced to the fullest
extent permitted by law and shall be construed as if it had been narrowed only
to the extent necessary so as not to be invalid, illegal or unenforceable; the
validity, legality and enforceability of the remaining provisions of this
Amended and Restated Certificate of Incorporation shall continue in full force
and effect and shall not be affected or impaired by such illegality, invalidity
or unenforceability or any other provision (or any part or parts thereof) of the
Amended and Restated Certificate of Incorporation. If and to the extent that any
provision contained in this Amended and Restated Certificate of Incorporation
violates any rule of a securities exchange or automated quotation system on
which securities of the corporation are traded, the Board of Directors is
authorized, in its sole discretion, to suspend or terminate such provision for
such time or periods of time and subject to such conditions as the Board of
Directors shall determine in its sole discretion.
ARTICLE ELEVENTH
HEADINGS
Article headings and the ordering of paragraphs are for convenience of
reference only and shall not be construed to alter, amend or otherwise affect
the meaning, intent or effect of the provisions of this Amended and Restated
Certificate of Incorporation.
IN WITNESS WHEREOF, the corporation has executed this document on the 27th
day of January, 1992.
MEDQUIST INC.
By:/s/Richard J. Censits
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Richard J. Censits, President
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News Release
NASDAQ: MEDQ
FOR IMMEDIATE RELEASE
MEDQUIST APPROVES 3-FOR-2 STOCK SPLIT
AND ACQUIRES MEDICAL TRANSCRIPTION COMPANY
MARLTON, NJ, August 12, 1997 - MedQuist Inc. announced today that its Board
of Directors has declared a 3-for-2 stock split to be effected through the
issuance of three shares for every two shares of MedQuist common stock owned by
shareholders as of the record date. The stock split will have a record date at
the close of trading on August 25, 1997 and will be distributed to shareholders
on September 9, 1997. MedQuist currently has approximately 7.1 million shares
outstanding.
David A. Cohen - Chairman, President and Chief Executive Officer of
MedQuist - remarked, "We are pleased that the Company's progress has enabled the
Board to declare this stock split. We hope that the additional shares
outstanding will benefit stockholders by increasing trading activity and
liquidity of the Company's shares".
Additionally, MedQuist announced today that it has executed a definitive
agreement to acquire Word Technologies, Inc., a medical transcription company
based in Atlanta, Georgia. Word Technologies had annual revenues of
approximately $2.2 million in 1996. Terms of the transaction are confidential.
Closing is scheduled for August 14, 1997.
David A. Cohen, Chairman, President and CEO of MedQuist said, "This
transaction represents our ninth acquisition since our follow-on offering in May
1996. Strategically, this acquisition strengthens our competitive position in
the growing Atlanta and southeast marketplaces".
MedQuist is a leading national provider of electronic transcription and
healthcare information management solutions.
This press release contains forward-looking statements which involve
risks and uncertainties. The actual results could differ materially from those
suggested or anticipated in any such forward-looking statements as a result of
various risks, including, without limitation, potential volatility of the
Company's common stock and the financial markets; the potential for significant
fluctuations in operating results; the failure to consummate and successfully
integrate the mentioned acquisition; the dependence on a single line of business
and the inability to attract and retain key personnel.
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Contact: John R. Emery, Chief Financial Officer, MedQuist Inc.
(800) 355-6337, Ext. 418
