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): May 11, 1998
MedQuist Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-19941 22-253 1298
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(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)
<PAGE>
Index to Form 8-K
Page No.
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Item 5. Other Events 1
Item 7(c). Exhibits 2
Signature 3
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Item 5. Other Events.
On May 11, 1998, the registrant announced a 2-for-1 stock split to be
effected through the issuance of two shares for every one share of its common
stock owned by shareholders as of June 1, 1998, the record date. The stock split
will be distributed to shareholders on June 15, 1998.
-1-
<PAGE>
Item 7(c). Exhibits.
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Exhibit No.
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Press Release dated May 11, 1998. 1
Amendment to Certificate of Incorporation of
MedQuist Inc. 2
-2-
<PAGE>
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: May 13, 1998
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John R. Emery, Vice President &
Chief Financial Officer
-3-
NASDAQ: MEDQ
FOR IMMEDIATE RELEASE
MEDQUIST APPROVES 2-FOR-1 STOCK SPLIT
MARLTON, NJ, May 11, 1998 - MedQuist Inc. announced today that its Board of
Directors has declared a 2-for-1 stock split to be effected through the issuance
of two shares for every one share 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 June 1, 1998 and will be distributed to shareholders on June 15,
1998. MedQuist currently has approximately 11.5 million shares outstanding.
David A. Cohen - Chairman, President and Chief Executive Officer of
MedQuist - remarked, "We are pleased that the Company's continued 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".
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 and the possibility that the
split will have no impact on trading activity and liquidity of the Company's
shares.
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Contact: John R. Emery, Chief Financial Officer, MedQuist Inc.
(800) 355-6337, Ext. 418
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDQUIST INC.
Pursuant to N.J.S.A. 14A:7-15.1(3)
Dated: May ___, 1998
The undersigned, the President of MedQuist Inc., hereby certifies as follows:
1. The name of the corporation is MedQuist Inc.
2. On May ___, 1998, the Board of Directors adopted a resolution approving a
division of all outstanding shares of capital stock of the Corporation
consistent with the terms of this Certificate of Amendment.
3. Such share division will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series and will not
result in the percentage of authorized shares that remains unissued after
the share division exceeding the percentage of authorized shares that was
unissued before the share division.
4. All of the common stock and preferred stock of the Corporation shall be
subject to said share division such that each share of common stock and
preferred stock shall be divided into two (2) shares.
5. The first sentence of "Article Fifth Capital Stock" of the Amended and
Restated Certificate of Incorporation is hereby amended to read as follows:
The aggregate number of shares which the Corporation shall have
authority to issue is 72,111,975 of which 60,000,000 shares shall be
common stock and 12,111,975 shares shall be preferred stock.
IN WITNESS THEREOF, the Corporation has caused this Certificate to be
executed on its behalf by its President as of the date first above written.
MedQuist Inc.
By: /s/ David A. Cohen
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David A. Cohen, President,
Chief Executive Officer and
Chairman of the Board of Directors
