- Securities Registration: Employee Benefit Plan (S-8)
August 18 2011 - 4:49PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 18, 2011
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
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98-0676666
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(State of incorporation or organization)
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(I.R.S. Employer 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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Stand-Alone MedQuist Holdings Inc. Restricted Stock
Award Agreements with New Employees
(Full title of the Plan)
Mark R. Sullivan, Esq.
General Counsel and Chief Compliance Officer
MedQuist Holdings Inc.
9009 Carothers Parkway
Franklin, TN 37067
Phone: (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
þ
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Securities
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Amount to be
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Offering Price Per
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Aggregate Offering
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Registration
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to be Registered
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Registered (1)
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Share (2)
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Price (2)
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Fee
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Common Stock, $0.10
par value per share
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783,570 shares
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$
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12.762
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$
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9,999,920
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$
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1,161
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(1)
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This Registration Statement covers 783,570 shares of common stock, par value $0.10 per
share (the
Common Stock
) of MedQuist Holdings Inc., a Delaware corporation, that may be
issuable to certain individuals under award agreements with such individuals as a material inducement of employment with the Company or one
of its subsidiaries (
Award Agreements
). In
addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement includes an indeterminate number of shares of Common Stock that may be
offered or issued pursuant to the Award Agreements as a result of future stock splits, stock
dividends or similar transactions.
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(2)
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Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in
the aggregate, was calculated using the actual price at which the shares will be issued
pursuant to the Award Agreements.
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EXPLANATORY NOTE
On
August 18, 2011, MedQuist Holdings Inc. (the
Company
), through wholly owned subsidiaries
of the Company, completed the acquisition of Multimodal Technologies, Inc. (
Multimodal
) pursuant
to the terms of an Agreement and Plan of Merger and Reorganization by and among the Company, two
wholly-owned subsidiaries of the Company, Multimodal and Michael Finke, as representative of the
security holders (the
Merger Agreement
). Pursuant to the Merger Agreement, up to 783,570
shares of the Companys common stock (the
Inducement Shares
) may be delivered under award
agreements entered into with certain employees of Multimodal (
Award Agreements
) as a material
inducement of employment with the Company or one of its subsidiaries. This Registration Statement
on Form S-8 (the
Registration Statement
) is filed with respect to the Inducement Shares as well
as shares of the Companys common stock that may be issued as a result of stock splits, stock
dividends or similar transactions in accordance with the anti-dilution provisions of the Award
Agreements.
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 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. with
the SEC, are incorporated in this Registration Statement by reference:
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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;
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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;
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the Companys Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2011 and June 30, 2011, filed on May 16, 2011 and August 16, 2011, respectively;
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the Companys Current Reports on Form 8-K, filed on March 7, 2011, March 17, 2011,
April 6, 2011, June 24, 2011, July 12, 2011, August 15, 2011 and August 16, 2011; and
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the Companys Registration Statement on Form 8-A filed 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 Securities Exchange Act of 1934, as amended (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 or 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.
Item 4. Description of Securities.
All securities to be offered are registered under Section 12 of the Exchange Act.
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.
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Exhibit No.
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Description
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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)
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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)
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Exhibit No.
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Description
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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)
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4.4*
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Form of MedQuist Holdings Inc. Restricted Stock Award Agreement to be entered into with Michael
Finke, Detlef Koll and Jürgen Fritsch
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4.5*
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Form of MedQuist Holdings Inc. Restricted Stock Award Agreement to be entered into with those persons listed thereon
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5.1*
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Opinion of Pepper Hamilton 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 Pepper Hamilton LLP (included in Exhibit 5.1)
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24*
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Power of Attorney (set forth on signature page hereto)
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Item 9. Undertakings.
(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) 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
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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 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, thereunto
duly authorized, in the City of Franklin, State of Tennessee, on
August 18, 2011.
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MedQuist Holdings Inc.
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By:
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/s/ Mark R. Sullivan
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Name:
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Mark R. Sullivan
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Title:
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General Counsel and Chief Compliance Officer
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POWER OF ATTORNEY
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 of 1933, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Roger L. Davenport
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Chairman
and Chief Executive Officer
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August 18, 2011
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(Principal Executive Officer)
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/s/ Anthony James
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Chief
Financial Officer
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August 18, 2011
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(Principal Financial and Accounting Officers)
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/s/ Robert Aquilina
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Director
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August 18, 2011
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/s/ Frank Baker
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Director
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August 18, 2011
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/s/ Peter Berger
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Director
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August 18, 2011
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/s/ Merle L. Gilmore
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Director
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August 18, 2011
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/s/ Jeffrey Hendren
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Director
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August 18, 2011
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/s/ V. Raman Kumar
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Director
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August 18, 2011
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/s/ Kenneth John McLachlan
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Director
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August 18, 2011
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/s/ James Patrick Nolan
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Director
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August 18, 2011
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Exhibit Index
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Exhibit No.
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Description
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4.4
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Form of MedQuist Holdings Inc. Restricted Stock Award Agreement to be entered into with Michael
Finke, Detlef Koll and Jürgen Fritsch
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4.5
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Form of MedQuist Holdings Inc. Restricted Stock Award Agreement to be entered into with those persons listed thereon
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5.1
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Opinion of Pepper Hamilton 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 Pepper Hamilton LLP (included in Exhibit 5.1)
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24
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Power of Attorney (set forth on signature page hereto)
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