SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 4
FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDQUIST INC.
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(Exact name of registrant as specified in its charter)
NEW JERSEY
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(State or other jurisdiction of incorporation or organization)
22-2531298
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(I.R.S. Employer Identification Number)
Five Greentree Centre, Suite 311
Marlton, New Jersey 08053
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(Address, including zip code, of
Principal Executive Offices)
Incentive Stock Option Plan of 1988
Non-Qualified Stock Options Granted by Resolutions of the Board
Stock Option Plan of 1992
Nonstatutory Stock Option Plan of 1992 for Non-Employee Directors
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(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
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(Name, address and telephone number,
including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities registered(1) offering price per aggregate offering registration
to be registered share(2) price(2) fee
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<S> <C> <C> <C> <C>
Common Stock 600,000 $ 30.08 $ 18,048,000 $ 5,325
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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 10, 1998.
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PART I
This registration on Form S-8 is being filed with respect to the
registration of additional securities under the Stock Option Plan of 1992 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 17, 1998.
MedQuist Inc.
By: /s/ David A. Cohen
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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 July 17, 1998.
/s/ William T. Carson, Jr. Director
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William T. Carson, Jr.
/s/ John T. Casey Director
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John T. Casey
/s/ Richard J. Censits Director
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Richard J. Censits
/s/ John A. Donohoe, Jr. Executive Vice President,
- ---------------------------------- Chief Operating Officer and
John A. Donohoe, Jr. Director
/s/ John R. Emery Vice President, Treasurer and
- ---------------------------------- Chief Financial Officer
John R. Emery
/s/ James R. Emshoff Director
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James R. Emshoff
/s/ Terrence J. Mulligan Director
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Terrence J. Mulligan
[EXECUTIONS CONTINUED]
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/s/ A. Fred Ruttenberg Director
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A. Fred Ruttenberg
/s/ R. Timothy Stack Director
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R. Timothy Stack
/s/ John H. Underwood Director
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John H. Underwood
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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 on Form S-8 of our report dated
February 2, 1998 included in MedQuist Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
Philadelphia, Pa.,
July 17, 1998
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Exhibit 5.1
July 17, 1998
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 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 600,000 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 issued, fully paid and non-assessable.
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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,
John M. Suender
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