Delaware (State of Incorporation or Organization) |
98-0676666 (I.R.S. Employer |
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Identification No.) | ||
9009 Carothers Parkway, Franklin, TN | 37067 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||||||||||
maximum | maximum | Amount of | ||||||||||||||||||||
Amount to be | offering price | aggregate | registration | |||||||||||||||||||
Title of securities to be registered | registered(1) | per share(2) | offering price(2) | fee(2) | ||||||||||||||||||
Common stock, par value $0.10 per share(3) |
3,369,927 | $ | 12.88 | $ | 43,404,660 | $ | 5,040 | |||||||||||||||
Common stock, par value $0.10 per share(4) |
916,987 | $ | 12.88 | $ | 11,810,793 | $ | 1,372 | |||||||||||||||
Common stock, par value $0.10 per share(5) |
250,000 | $ | 12.88 | $ | 3,220,000 | $ | 374 | |||||||||||||||
Total: |
4,536,914 | $ | 58,435,453 | $ | 6,786 | |||||||||||||||||
(1) | 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. | |
(2) | 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. | |
(3) | Represents 3,369,927 shares of common stock underlying options to be issued under the MedQuist Holdings Inc. 2010 Equity Incentive Plan. | |
(4) | Represents 916,987 shares of common stock underlying options to be issued under the MedQuist Holdings Inc. 2010 Employee Stock Purchase Plan. | |
(5) | 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. |
(a) | 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); | ||
(b) | 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); | ||
(c) | 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); | ||
(d) | the Companys Current Reports on Form 8-K, filed on March 7, 2011, March 17, 2011, April 6, 2011 and June 24, 2011; and | ||
(e) | 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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(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | 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 | |||
(iii) | 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; |
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. | |||
(2) | 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. | ||
(3) | 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. |
(b) | 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. | ||
(c) | 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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MedQuist Holdings Inc. |
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By: | /s/ Roger L. Davenport | |||
Name: | Roger L. Davenport | |||
Title: | Chairman and Chief Executive Officer | |||
Signatures | Title | Date | ||
Chairman and Chief Executive Officer | ||||
/s/ Roger L. Davenport |
(Principal executive officer) | July 11, 2011 | ||
Chief Financial Officer | ||||
(Principal financial and accounting officer) | July 11, 2011 | |||
/s/
Anthony James |
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Director | July 11, 2011 | |||
/s/
V. Raman Kumar |
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Director | July 11, 2011 | |||
/s/
Robert M. Aquilina |
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Director | July 11, 2011 | |||
/s/
Frank Baker |
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Director | July 11, 2011 | |||
/s/
Peter Berger |
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Director | July 11, 2011 | |||
/s/
Merle L. Gilmore |
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Director | July 11, 2011 | |||
/s/
Jeffrey Hendren |
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Director | July 11, 2011 | |||
/s/
Kenneth John McLachlan |
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Director | July 11, 2011 | |||
/s/
James Patrick Nolan |
Exhibit | ||
Number | Description of Document | |
4.1
|
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)) | |
4.2
|
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)) | |
4.3
|
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)) | |
4.4*
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MedQuist Holdings Inc. 2010 Equity Incentive Plan | |
4.5*
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MedQuist Holdings Inc. 2010 Employee Stock Purchase Plan | |
4.6*
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Form of MedQuist Holdings Inc. Restricted Stock Award Agreement between the Company and Roger L. Davenport | |
5.1*
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Opinion of Simpson Thacher & Bartlett LLP | |
23.1*
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Consent of KPMG LLP | |
23.2*
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Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
24.1*
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Powers of Attorney (set forth on the signature page of this Registration Statement) |
* | Filed herewith. |