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): December 10, 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 (I.R.S. Employer
jurisdiction File Identification No.)
of incorporation Number)
or organization)
Five Greentree Centre
Suite 311
Marlton, NJ 08053
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(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 596-8877
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Item 2. Acquisition or Disposition of Assets.
On September 18, 1998, the Registrant entered into an Agreement and
Plan of Merger to acquire The MRC Group, Inc. (MRC). Closing of the transaction
was completed on December 10, 1998. The Registrant issued approximately 8.61
million shares of its common stock and assumed all MRC options. MRC shareholders
now own approximately 26% of the common stock of Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Financial Statements of Business Acquired.
Financial statements of MRC have been previously filed for the periods
specified in Rule 3-05(b) of Regulation S-X as part of the Registrant's November
2, 1998 Registration Statement on Form S-4 (Registration Statement No.
333-66447) (the "November 2, 1998 S-4").
Pro Forma Financial Information.
Pro-Froma financial information required to be filed pursuant to
Article 11 of Regulation S-X has been previously filed as part of the
Registrant's November 2, 1998 S-4.
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(c) Exhibits Exhibit Number
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Press Release dated December 10, 1998 is attached hereto. 1
Agreement and Plan of Merger among Mercury Acquisition
Corp., MedQuist Inc. and The MRC Group
(incorporated by reference to the November 2, 1998 S-4)
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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.
Date: December 15, 1998 By: /s/ John M. Suender
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Name: John M. Suender
Title: Senior Vice President and
General Counsel
EXHIBIT 1
News Release
NASDAQ: MEDQ
FOR IMMEDIATE RELEASE
MEDQUIST COMPLETES ACQUISITION OF THE MRC GROUP
AND ACQUIRES LAST REMAINING FRANCHISEE
MARLTON, NJ, December 10, 1998 - MedQuist Inc. (Nasdaq:MEDQ) today
announced it has completed the acquisition of The MRC Group, Inc., a leading
national provider of medical transcription services headquartered in Cleveland,
Ohio. The acquisition is expected to be accounted for under the
pooling-of-interests method.
MedQuist issued approximately 8.6 million shares of common stock and
assumed employee options in connection with the acquisition. MRC shareholders
received 0.5163 of a share of MEDQ common stock for each share of MRC common
stock. MRC shareholders own approximately 26.5% of the combined company. The
transaction is expected to be accretive to MedQuist's 1999 earnings.
The combined company generates in excess of $260 million in current
revenues by serving more than 1,400 major health care customers through a
nationwide network of over 100 service centers and 6,000 medical
transcriptionists.
David A. Cohen, Chairman and CEO of MedQuist said, "We are extremely
excited about this acquisition. MRC is a great company with a strong management
team and an excellent nationwide service network. The combined company will
offer a level of service and technological expertise that is unparalleled in our
industry. This acquisition will be excellent for employees, customers and
shareholders of both companies, and will position the combined company to play a
leading role in the ongoing development of the healthcare information services
industry during the twenty-first century."
MedQuist also announced today that it has acquired 100% of the
outstanding shares of capital stock of Transcriptions Ltd. of Florida ("TL
Florida"), which was the last remaining franchisee of MedQuist. Terms of the
transaction are confidential. The transaction is expected to be accounted for
under the pooling-of-interests method.
Mr. Cohen said, "This acquisition, which is our 18th to-date, gives
MedQuist access to the enormous and rapidly-growing Florida marketplace. We are
now able to market our services throughout the entire 50 states. TL Florida's
business, with current revenues of approximately $5 million, is expected to be
accretive to MedQuist's 1999 earnings."
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This press release contains forward-looking statements which involve
risks and uncertainties. Such statements can be identified by the use of
forward-looking language such as "is expected to", "will be", "will" or other
similar words. The Company's actual results may differ materially from those
anticipated or implied in any such forward-looking statements as a result of
various risks, including, without limitation, failure of these transactions to
be accretive to 1999 earnings; inability to integrate diverse employee bases of
acquired companies; inability to integrate technology platforms of acquired
companies; inability to sustain growth while integrating acquisitions; inability
to penetrate new markets; decreased demand for existing services and lack of
demand for future services.
Additional risks associated with the Company's business can be found in
its November 2, 1998 Registration Statement on form S-4, its Annual Report on
Form 10-K and other periodic filings with the SEC.
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Contact: John R. Emery, Chief Financial Officer, MedQuist Inc. (800) 355-6337,
Ext. 418
