UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13-D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
MedQuist Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
584949 10 1
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(Cusip Number)
John M. Suender, Five Greentree Centre, Suite 311,
Marlton, New Jersey 08053
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February 19, 1998
(Date of Event which Requires Filing of this Statement)
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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 | |. (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
CUSIP NO. 584949 10 1
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 857,792
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH: 857,792
10. SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,792
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*
OO (JTWROS)
Page 2 of 5 pages
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SCHEDULE 13D
CUSIP NO. 584949 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barbara 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 789,058
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH: 789,058
10. SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
789,058
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*
OO (JTWROS)
Page 3 of 5 pages
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<TABLE>
<CAPTION>
SCHEDULE 13D STATEMENT
<S> <C>
Item 1(a). TITLE OF CLASS OF EQUITY SECURITIES:
Item 1(a) is not amended or supplemented.
Item 1(b). NAME AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICER:
Item 1(b) is not amended or supplemented.
Item 2(a). NAME OF PERSON FILING:
David A. Cohen
Barbara Cohen (Husband and Wife)
Item 2(b). RESIDENCE OR BUSINESS ADDRESS:
Mr. and Mrs. Cohen's business address is:
Five Greentree Centre, Suite 311
Marlton, New Jersey 08053
Item 2(c). PRESENT EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND
ADDRESS OF THE COMPANY IN WHICH SUCH EMPLOYMENT IS
CONDUCTED.
Item 2(c) is not amended or supplemented. Mrs. Cohen is not
employed.
Item 2(d). WHETHER OR NOT, DURING THE LAST FIVE YEARS, SUCH PERSON HAS
BEEN CONVICTED IN A CRIMINAL PROCEEDING.
Item 2(d) is not amended or supplemented.
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.
Item 2(e) is not amended or supplemented.
Item 2(f). CITIZENSHIP.
Item 2(f) is not amended or supplemented.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is not amended or supplemented, except to add
the following:
All shares of Common Stock owned by Mr. Cohen
(excluding 58,500 shares underlying options to
purchase Common Stock) are owned jointly with his
wife, Barbara Cohen, as joint tenants with right of
survivorship.
Item 4. PURPOSE OF TRANSACTION.
Mr. Cohen and Mrs. Cohen do not have any plans or proposals
which relate to or would result in: (a) the acquisition by
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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 857,792 shares of Common
Stock which is 7.8% of the outstanding shares of
Common Stock. Mrs. Cohen beneficially owns 789,058
shares of Common Stock which is 7.2% of the
outstanding shares of Common Stock. The number of
shares beneficially owned by the reporting persons
reflects a 3-for-2 stock split effective September 9,
1997.
Item 5(b). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Mr. Cohen has:
(i) sole power to vote or to direct the vote:
857,792 shares
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the
disposition: 857,792 shares
(iv) shared power to dispose or to direct the disposition:
None
Mrs. Cohen has:
(i) sole power to vote or to direct the vote:
789,058 shares
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(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the
disposition: 789,058 shares
(iv) shared power to dispose or to direct the disposition:
None
Item 5(c). TRANSACTIONS
Mr. and Mrs. Cohen sold 40,000 shares of Common Stock on
February 19, 1998.
Item 6. CONTRACTS, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None
</TABLE>
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.
March 12, 1998 --------------------------------
David A. Cohen
--------------------------------
Barbara Cohen
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