SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 3
FORM S-8/A
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)
Incentive Stock Option Plan of 1988
Non-Qualified Stock Options Granted by Resolutions of the Board
Nonstatutory Stock Option Plan of 1992 for Non-Employee Directors
(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
=======================================================================================================
Title of Amount to be Proposed maximum Proposed maximum 1/33 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 300,000 $30.75 $9,225,000 $2,795.45
=======================================================================================================
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(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plans and stock options 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 28, 1997.
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PART I
This registration on Form S-8 is being filed with respect to the
registration of additional securities of the same class as other securities for
which a registration statement filed on a Form S-8 relating to the same employee
benefit plans is effective. The contents of registration statement No. 33-51508,
as amended, are incorporated herein by reference.
Item 8. Exhibits.
The following exhibits are filed as part of the Registration Statement or,
where so indicated, were and are 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 Certified
Public Accountants
Exhibit 24.2 Consent of John M. Suender (included in the opinion filed
as Exhibit 5.1 hereto)
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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, as of July 31, 1997.
MedQuist Inc.
By:/s/ David A. Cohen
---------------------------------
David A. Cohen, Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this report has been signed below by the following persons in the
capacities indicated and as of the date indicated.
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<S> <C> <C>
/s/ William T. Carson, Jr. Director July 31, 1997
- ----------------------------
William T. Carson, Jr.
/s/John T. Casey Director July 31, 1997
- ----------------------------
John T. Casey
/s/ Richard J. Censits Director July 31, 1997
- ----------------------------
Richard J. Censits
/s/ James F. Conway Director July 31, 1997
- ----------------------------
James F. Conway
/s/ John R. Emery Vice President, Treasurer and Chief July 31, 1997
- ---------------------------- Financial Officer
John R. Emery
/s/ James R. Emshoff Director July 31, 1997
- ----------------------------
James R. Emshoff
/s/ Terrence J. Mulligan Director July 31, 1997
- ----------------------------
Terrence J. Mulligan
</TABLE>
[EXECUTIONS CONTINUED]
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<S> <C> <C>
/s/ A. Fred Ruttenberg Director July 31, 1997
- ----------------------------
A. Fred Ruttenberg
/s/ R. Timothy Stack Director July 31, 1997
- ----------------------------
R. Timothy Stack
/s/ John H. Underwood Director July 31, 1997
- ----------------------------
John H. Underwood
</TABLE>
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Exhibit 5.1
August 1, 1997
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 300,000 additional shares of common stock, no par
value per share (the "Common Stock"), by the Corporation pursuant to the
Corporation's Stock Option Plan of 1992 (the "Plan"). 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
Plan increasing the number of shares which may be issued under the Plan, (iii)
resolutions by the shareholders approving the increase of the number of shares
which may be issued under the Plan, (iv) the Plan, and (v) the Registration
Statement and the Prospectus relating to the Plan. I have assumed and relied, as
to the 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 300,000 additional shares of Common Stock of the
Corporation which are being 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
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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, 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, definitions, 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 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
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Exhibit 24.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement for our reports dated February 5, 1997
included in MedQuist Inc.'s Form 10-K for the year ended December 31, 1996 and
to all references to our Firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
August 4, 1997
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