- Securities Registration: Employee Benefit Plan (S-8)
July 11 2011 - 5:26PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 11, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MedQuist Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State of Incorporation or Organization)
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98-0676666
(I.R.S. Employer
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Identification No.)
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9009 Carothers Parkway, Franklin, TN
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37067
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(Address of Principal Executive Offices)
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(Zip Code)
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MedQuist Holdings Inc. 2010 Equity Incentive Plan
MedQuist Holdings Inc. 2010 Employee Stock Purchase Plan
Stand-Alone MedQuist Holdings Inc. Restricted Stock Award Agreement with Roger L. Davenport
(Full title of the plans)
Mark R. Sullivan, Esq.
General Counsel and Chief Compliance Officer
MedQuist Holdings Inc.
9009 Carothers Parkway
Franklin, TN 37067
(615) 798-4210
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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maximum
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Amount of
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Amount to be
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offering price
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aggregate
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registration
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Title of securities to be registered
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registered
(1)
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per share
(2)
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offering price
(2)
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fee
(2)
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Common stock, par value $0.10 per share
(3)
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3,369,927
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$
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12.88
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$
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43,404,660
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$
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5,040
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Common stock, par value $0.10 per share
(4)
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916,987
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$
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12.88
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$
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11,810,793
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$
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1,372
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Common stock, par value $0.10 per share
(5)
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250,000
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$
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12.88
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$
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3,220,000
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$
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374
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Total:
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4,536,914
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$
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58,435,453
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$
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6,786
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration
statement shall also cover any additional shares of common stock which become issuable because
of any stock dividend, stock split or any other similar transaction.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and
457(h) of the Securities Act of 1933, as amended. Calculated based on a price of $12.88 per
share, which is the average of the high and low prices of the common stock being registered
hereby on The NASDAQ Global Market on July 5, 2011.
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(3)
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Represents 3,369,927 shares of common stock underlying options to be issued under the MedQuist
Holdings Inc. 2010 Equity Incentive Plan.
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(4)
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Represents 916,987 shares of common stock underlying options to be issued under the MedQuist
Holdings Inc. 2010 Employee Stock Purchase Plan.
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(5)
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Represents 250,000 shares of restricted stock to be granted under the MedQuist Holdings Inc.
Stock Award Agreement between the Company and Roger L. Davenport.
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TABLE OF CONTENTS
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this
filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory
note to Part I of the Form S-8. The Registrant has sent or given or will send or give documents
containing the information specified by Part I of this Form S-8 Registration Statement (the
Registration Statement) to participants in the plans to which this Registration Statement
relates, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
SEC) under the Securities Act. The Registrant is not filing such documents with the SEC, but
these documents constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by MedQuist Holdings Inc. (the Company) with
the SEC, are incorporated in this Registration Statement by reference:
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(a)
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the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2010, filed on March 16, 2011 (File No. 001-35069);
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(b)
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the Companys Amendment No. 1 to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2010, filed on May 3, 2011 (File No. 001-35069);
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(c)
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the Companys Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2011, filed on May 16, 2011(File No. 001-35069);
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(d)
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the Companys Current Reports on Form 8-K, filed on March 7, 2011, March 17,
2011, April 6, 2011 and June 24, 2011; and
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(e)
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the Companys Registration Statement on Form 8-A filed pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the Exchange Act), on February 1,
2011.
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All reports and other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to
the filing of a post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current
Report on Form 8-K, including the related exhibits, is not incorporated by reference in this
Registration Statement or any related prospectus.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a corporations board of
directors to grant indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
As permitted by the Delaware General Corporation Law, the Companys bylaws include provisions
that (i) eliminate, to the fullest extent permitted by the Delaware General Corporation Law, the
personal liability of its directors for monetary damages for breach of fiduciary duty as a
director, and (ii) require the Company to advance expenses, as incurred, to its directors and
officers in connection with a legal proceeding to the fullest extent permitted by the Delaware
General Corporation Law, subject to certain very limited exceptions.
As permitted by the Delaware General Corporation Law, the Companys bylaws provide that (i)
the Company is required to indemnify its directors and officers to the fullest extent permitted by
the Delaware General Corporation Law, (ii) the Company may indemnify any other person as set forth
in the Delaware General Corporation Law, and (iii) the rights conferred in the bylaws are not
exclusive.
The Company has also obtained officers and directors liability insurance that insures
against liabilities that officers and directors of the Company and its controlled subsidiaries may
incur as a result of their acts and omissions in such capacities. The policy has a covering limit
of $25.0 million in each policy year.
The Company also has agreements with each director and officer to provide indemnification to
the extent permitted under Delaware law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the attached exhibit index, which is incorporated herein by reference.
Item 9. Undertakings.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
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(i)
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To include any prospectus required by Section
10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered)
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and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement; and
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(iii)
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To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
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(2)
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That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
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(3)
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To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Companys annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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, thereunto
duly authorized, in the City of Franklin, State of Tennessee, on July 11, 2011.
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MedQuist Holdings Inc.
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By:
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/s/
Roger L. Davenport
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Name:
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Roger L. Davenport
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Title:
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Chairman and Chief Executive Officer
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We, the undersigned officers and directors of MedQuist Holdings Inc., hereby severally
constitute and appoint Mark R. Sullivan and Anthony James, each of them singly (with full power to
each of them to act alone), as our true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution in each of them for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective amendments) to
this registration statement and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement on Form S-8
has been signed by the following persons in the capacities and on the dates indicated:
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Signatures
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Title
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Date
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Chairman and Chief Executive Officer
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/s/ Roger L. Davenport
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(Principal executive officer)
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July 11, 2011
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Chief Financial Officer
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(Principal financial and accounting officer)
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July 11, 2011
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/s/
Anthony James
Anthony James
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Director
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July 11, 2011
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/s/
V. Raman Kumar
V. Raman Kumar
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Director
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July 11, 2011
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/s/
Robert M. Aquilina
Robert M. Aquilina
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Director
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July 11, 2011
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/s/
Frank Baker
Frank Baker
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Director
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July 11, 2011
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/s/
Peter Berger
Peter Berger
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Director
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July 11, 2011
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/s/
Merle L. Gilmore
Merle L. Gilmore
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Director
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July 11, 2011
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/s/
Jeffrey Hendren
Jeffrey Hendren
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Director
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July 11, 2011
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/s/
Kenneth John McLachlan
Kenneth John McLachlan
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Director
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July 11, 2011
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/s/
James Patrick Nolan
James Patrick Nolan
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EXHIBIT INDEX
The agreements and other
documents filed as exhibits to this registration statement are not
intended to provide factual information or other disclosure other than with respect to the terms of
the agreements or other documents themselves, and you should not rely on them for that purpose.
In particular, any representations and warranties made by the registrant in these agreements or
other documents were made solely within the specific context of the relevant agreement or
document and may not describe the actual state of affairs as of the date they were made or at any
other time.
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Exhibit
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Number
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Description of Document
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4.1
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Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the
Companys Annual Report on Form 10-K filed on March 16, 2011 (File No. 001-35069))
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4.2
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By-Laws (Incorporated by reference to Exhibit 3.2 of the Companys Annual Report
on Form 10-K filed on March 16, 2011 (File No. 001-35069))
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4.3
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Form of common stock certificate (Incorporated by reference to Exhibit 4.1 of
Amendment No. 5 to the Registration Statement on Form S-1 of MedQuist Holdings
Inc. filed on January 28, 2011 (File No. 333-169997))
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4.4*
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MedQuist Holdings Inc. 2010 Equity Incentive Plan
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4.5*
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MedQuist Holdings Inc. 2010 Employee Stock Purchase Plan
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4.6*
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Form of MedQuist Holdings Inc. Restricted
Stock Award Agreement between the Company and Roger L. Davenport
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5.1*
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Opinion of Simpson Thacher & Bartlett LLP
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23.1*
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Consent of KPMG LLP
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23.2*
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Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
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24.1*
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Powers of Attorney (set forth on the signature page of this Registration Statement)
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