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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)
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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)
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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: (856) 596-8877
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Item 7(c) - Exhibits Exhibit Number
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Certificate of Amendment to Amended and Restated Certificate 1
of Incorporation dated May 11, 1998 is attached hereto.
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: May 22, 2000 By: /s/John M. Suender
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Name: John M. Suender
Title: Senior Vice President and
General Counsel
2
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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 11, 1998
The undersigned, the President of MedQuist Inc., hereby certifies as follows:
1. The name of the corporation is MedQuist Inc.
2. On May 8, 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
