UNITED STATES
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: August 15, 2011
MedQuist Holdings Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
001-35069
|
|
98-0676666 |
|
|
|
|
|
|
(State or other
jurisdiction of
incorporation or
organization)
|
|
(Commission File Number)
|
|
(IRS Employer I.D. No.) |
|
|
|
9009 Carothers Parkway
Franklin, Tennessee
|
|
|
|
37067 |
|
|
|
|
|
|
| (Address of principal
executive offices)
|
|
|
|
(Zip Code) |
(866) 295-4600
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On August 15, 2011, MedQuist Holdings Inc. (the “Company”) issued a press release announcing its
intention to make an offer to all outstanding MedQuist Inc. shareholders (other than the Company)
to exchange their MedQuist Inc. shares for Company shares, and that detailed terms of such exchange
offer, if made, will be contained in filings by MedQuist Holdings Inc. with the Securities and
Exchange Commission (the “SEC”). A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. The offer to exchange the Company’s shares
for MedQuist Inc. shares, if made, will only be made pursuant to a Registration Statement on Form
S-4, a letter of transmittal and related offer documents to be filed by the Company with the SEC.
INVESTORS AND SECURITY HOLDERS OF MEDQUIST INC. ARE URGED TO READ SUCH REGISTRATION STATEMENT ON
FORM S-4 AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONTEMPLATED EXCHANGE OFFER AND
MERGER. UPON FILING WITH THE SEC, THE REGISTRATION STATEMENT AND RELATED DOCUMENTS WILL BE
AVAILABLE FREE ON THE SEC’S WEBSITE (HTTP://WWW.SEC.GOV). Holders of MedQuist Inc. shares will need
to make their own decision whether to tender shares in the contemplated exchange offer. Neither
MedQuist Inc. nor any other person is making any recommendation as to whether or not holders of
MedQuist Inc. shares should tender their shares for exchange in the contemplated exchange offer.
Forward-Looking Statements
Information provided and statements contained in this report that are not purely historical, such
as statements regarding the proposed exchange offer and short-form merger, are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements only speak as of the date of this report and the Company assumes no
obligation to update the information included in this report. Statements made in this report that
are forward-looking in nature may involve risks and uncertainties. Accordingly, readers are
cautioned that any such forward-looking statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to predict, including,
without limitation, specific factors discussed herein and in other public filings and press
releases made by the Company (including filings by the Company with the SEC). Although the Company
believes that the expectations reflected in such forward-looking statements are reasonable as of
the date made, expectations may prove to have been materially different from the results expressed
or implied by such forward-looking statements. Unless otherwise required by law, the Company also
disclaims any obligation to update its view of any such risks or uncertainties or to announce
publicly the result of any revisions to the forward-looking statements made in this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
99.1
|
|
Press Release Dated August 15, 2011 |