<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDQUIST INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
22-2531298
(I.R.S. Employer Identification Number)
Five Greentree Centre, Suite 311
Marlton, New Jersey 08053
(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
(Full title of the plan)
John M. Suender
Senior Vice President, General Counsel and Secretary
MedQuist Inc.
Five Greentree Centre, Suite 311
Marlton, New Jersey 08053
(856) 810-8000
(Name, address and telephone number,
including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Proposed maximum Proposed maximum Amount of
securities Amount to be offering price per aggregate offering registration
to be registered registered(1) share(2) price(2) fee
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,750,000 $11.94 $32,835,000 $8,668.44
=======================================================================================================
</TABLE>
(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 November 7, 2000.
-2-
<PAGE>
EXPLANATORY NOTE
The Company is filing this registration statement in order to
register additional shares of common stock, no par value, of the Company for
which a registration statement filed on a Form S-8 relating to the Company's
Stock Option Plan of 1992 is currently effective. The contents of the Company's
registration statement on Form S-8, (Registration 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 Public Accountants
Exhibit 24.2 Consent of John M. Suender
(included in the opinion filed
as Exhibit 5.1 hereto)
-3-
<PAGE>
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 November 9,
2000.
MedQuist Inc.
By: /s/David A. Cohen
----------------------------------------
David A. Cohen, Chairman of the Board
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.
/s/Hans M. Barrella Director
-----------------------
Hans M. Barella
____________________ Director
William E. Curran
/s/John A. Donohoe, Jr. President,
----------------------- Chief Operating Officer and
John A. Donohoe, Jr. Director
/s/Jan H.M. Hommen Director
-----------------------
Jan H.M. Hommen
/s/Gerard Kleisterlee Director
-----------------------
Gerard Kleisterlee
____________________ Director
Ivo J.M. Lurvink
____________________ Director
A. Fred Ruttenberg
____________________ Director
Richard H. Stowe
____________________ Director
John H. Underwood
/s/Cesar Vohringer Director
----------------------
Cesar Vohringer
/s/Brian J. Kearns Senior Vice President
------------------------------ and Chief Financial Officer
Brian J. Kearns
-4-
