<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDQUIST INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2531298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Five Greentree Centre, Suite 311, Marlton, NJ 08053
(609) 596-8877
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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John M. Suender
Senior Vice President, General Counsel and Secretary
MedQuist Inc.
Five Greentree Centre, Suite 311
Marlton, NJ 08053
(609) 596-8877
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With copies to:
James D. Epstein, Esq. Robert S. Risoleo, Esq.
Pepper Hamilton LLP Sullivan & Cromwell
3000 Two Logan Square 125 Broad Street
Philadelphia, PA 19103 New York, NY 10004
(215) 981-4000 (212) 558-4000
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /_/
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /_/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/
Registration No. 333-75005
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box, and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /_/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed maximum aggregate
Amount to be price Proposed maximum aggregate Amount of
Title of shares to be registered registered per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 345,000 shares $33.625 $11,600,625 $3,225
===============================================================================================================================
</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 by
MedQuist Inc. This registration statement relates to the public offering of
MedQuist's common stock contemplated by the Registration Statement (No.
333-75005) on Form S-3 (the "Prior Registration Statement"). This registration
statement is being filed for the sole purpose of increasing the number of shares
being sold in the offering by 345,000 shares, which include a proportionate
increase in the underwriters' over-allotment option. The contents of the Prior
Registration Statement are hereby incorporated by reference.
Item 16. Exhibits
5.1 Opinion of Pepper Hamilton LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (Incorporated by reference to Exhibit 24.1 to MedQuist's
Registration Statement No. 333-75005 on Form S-3)
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Marlton, State of New Jersey, on April 27, 1999.
MEDQUIST INC.
By: /s/ David A. Cohen
-----------------------------------
David A. Cohen
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 27,
1999 in the capacities indicated:
<TABLE>
<CAPTION>
<S> <C>
Signatures Title
/s/ David A. Cohen
- ------------------------------- Chairman and Chief Executive Officer (principal executive
David A. Cohen officer)
/s/ John R. Emery
- ------------------------------- Senior Vice President, Treasurer and Chief Financial Officer
John R. Emery (principal financial officer and principal accounting officer)
John A. Donohoe, Jr. * President, Chief Operating Officer and Director
Bruce K. Anderson * Director
William T. Carson, Jr. * Director
John T. Casey * Director
Richard J. Censits * Director
James R. Emshoff * Director
Terrence J. Mulligan * Director
A. Fred Ruttenberg * Director
______________________________ Director
Edward L. Samek
R. Timothy Stack * Director
Richard H. Stowe * Director
John H. Underwood * Director
* By: /s/ David A. Cohen
-----------------------
David A. Cohen
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT 5.1
April 27, 1999
MedQuist Inc.
Five Greentree Centre
Suite 311
Marlton, NJ 08053
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to MedQuist Inc., a New Jersey
corporation (the "Company"), in connection with the preparation and filing of a
registration statement pursuant to Rule 462(b) (the "462(b) Registration
Statement") under the Securities Act of 1933, as amended (the "Act") of a public
offering (the "Offering") of up to 345,000 shares (the "Shares") of the
Company's Common Stock, no par value (the "Common Stock"), to be sold by certain
shareholders of the Company (the "Selling Shareholders") and the Company.
The opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) Registration Statement (No. 333-75005) on Form S-3
originally filed under the Act with the Securities and Exchange Commission (the
"Commission") on March 24, 1999, as amended to date (the "Registration
Statement"); (ii) the 462(b) Registration Statement, (iii) the underwriting
agreement, the form of which was filed as Exhibit 1.1 to the Registration
Statement (the "Underwriting Agreement"), entered into by and among the Company,
the Selling Shareholders and Goldman, Sachs & Co., BancBoston Robertson Stevens,
Donaldson, Lufkin & Jenrette, and Volpe Brown Whelan & Company (the
"Underwriters"); (iv) the Company's Certificate of Incorporation and By-Laws, as
in effect on the date hereof; (v)certain resolutions of the Board of Directors
of the Company relating to, among other things, the issuance of the Shares; (vi)
a specimen certificate representing the shares of Common Stock; and (vii) such
other documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company, the Selling Shareholders and others. In addition, we have
assumed the conformity of the certificates representing the Shares to the form
of the specimen thereof examined by us and the due execution and delivery of
such certificates.
This opinion is limited to the laws of the State of New Jersey and the
Federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that
when the Shares are issued and delivered against payment therefor in accordance
with the terms of the Underwriting Agreement, the Shares will be duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the prospectus filed as part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations promulgated thereunder.
<PAGE>
This opinion is furnished by us, as special counsel to the Company, in
connection with the filing of the 462(b) Registration Statement and, except as
provided in the immediately preceding paragraph, is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our express
written permission or relied upon by any other person.
Very truly yours,
/s/ Pepper Hamilton LLP
PEPPER HAMILTON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, PA
April 23, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 3, 1998 (except with respect to the matters discussed in Note 11, as to
which the date is September 18, 1998), on the consolidated financial statements
of The MRC Group, Inc. and Subsidiary included on pages F-27 through F-46 of the
S-4 Registration Statement of MedQuist Inc. for the years ended December 31,
1995,1996 and 1997 and to all references to our Firm included in or made part of
this registration statement. /
/s/ ARTHUR ANDERSEN LLP
Cleveland, Ohio,
April 23, 1999
