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MEDQUIST INC 10-K 2010
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission file number 0-19941
MEDQUIST INC.
(Exact name of registrant as specified in its charter)
     
New Jersey   22-2531298
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
1000 Bishops Gate Blvd, Suite 300, Mount Laurel, NJ 08054-4632
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(856) 206-4000
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which registered
Common Stock, no par value per share   The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ
     The aggregate market value of the outstanding common stock held by non-affiliates of the registrant as of June 30, 2009, was $68,730,000. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the Global Market of The NASDAQ Stock Market LLC on June 30, 2009.
     The number of registrant’s shares of common stock, no par value, outstanding as of April 15, 2010 was 37,555,893.
Documents incorporated by reference
     None
 
 

 


 

Explanatory Note
          MedQuist Inc. (the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “2009 Form 10-K”), originally filed with the Securities and Exchange Commission (“SEC”) on March 12, 2010, as amended by Amendment No. 1 to the 2009 Form 10-K filed with the SEC on April 30, 2010 (collectively, the “Annual Report”), solely to (i) revise Exhibit 10.12 to the Annual Report (the Third Amended and Restated OEM Supply Agreement dated November 10, 2009 by and between Nuance Communications, Inc. and the Company) to include Schedule F of Exhibit 10.12, which was omitted and (ii) revise Exhibit 10.28 to the Annual Report (the Licensing Agreement by and between Nuance Communications, Inc. and the Company dated November 10, 2009) to include certain portions of Sections 3.1.1, 3.1.2 and 3.2.1 of Exhibit 10.28. Certain other provisions of Exhibit 10.12 and Exhibit 10.28 remain omitted pursuant to a confidential treatment request filed with the SEC.
          Except for the foregoing, this Amendment No. 2 does not amend the Annual Report in any way and does not modify or update any disclosures contained in the Annual Report, which continues to speak as of the original date of the Annual Report. Accordingly, this Amendment No. 2 should be read in conjunction with the Annual Report and the Company’s other filings made with the SEC subsequent to the Annual Report.

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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
     (3) Exhibits. See (b) below.
(b) Exhibits:
     
3.1(1)
  Certificate of Incorporation of MedQuist Inc. (as amended)
 
   
3.2(6)
  Second Amended and Restated By-Laws, as amended, of MedQuist Inc.
 
   
4.1(1)
  Specimen Stock Certificate
 
   
10.1*(1)
  1992 Stock Option Plan of MedQuist Inc., as amended
 
   
10.2*(1)
  Nonstatutory Stock Option Plan for Non-Employee Directors of MedQuist Inc.
 
   
10.3*(1)
  MedQuist Inc. 2002 Stock Option Plan
 
   
10.4*(1)
  Form of Award Agreement under the MedQuist Inc. 2002 Stock Option Plan
 
   
10.5*(1)
  1996 Employee Stock Purchase Plan
 
   
10.6*(1)
  MedQuist Inc. Executive Deferred Compensation Plan
 
   
10.7*(1)
  Letter Agreement, dated as of April 21, 2005, between MedQuist Inc. and Michael Clark
 
   
10.8*(1)
  Letter Agreement, dated as of April 21, 2005, between MedQuist Inc. and Mark Sullivan
 
   
10.10*(1)
  Letter Agreement, dated as of November 10, 2006, by and between MedQuist Inc. and James Brennan
 
   
10.11(1)
  Licensing Agreement, dated as of May 22, 2000, between MedQuist Inc. and Philips Speech Processing GmbH
 
   
10.11.1(1)
  Amendment No. 1 to Licensing Agreement, dated as of January 1, 2002, between MedQuist Inc. and Philips Speech Processing GmbH
 
   
10.11.2#(1)
  Amendment No. 2 to Licensing Agreement, dated as of December 10, 2002, between MedQuist Inc. and Philips Speech Processing GmbH
 
   
10.11.3#(1)
  Amendment No. 3 to Licensing Agreement, dated as of August 10, 2003, between MedQuist Inc. and Philips Speech Processing GmbH
 
   
10.11.4#(1)
  Amendment No. 4 to Licensing Agreement, dated as of September 1, 2004, between MedQuist Inc. and Philips Speech Processing GmbH
 
   
10.11.5#(1)
  Amendment No. 5 to Licensing Agreement, dated as of December 30, 2005, between MedQuist Transcriptions, Ltd. and Philips Speech Recognition Systems GmbH f/k/a Philips Speech Processing GmbH
 
   
10.11.6#(1)
  Amendment No. 6 to Licensing Agreement, dated as of February 13, 2007, between MedQuist Inc. and Philips Speech Recognition Systems GmbH f/k/a Philips Speech Processing GmbH
 
   
10.11.7(16)
  Amendment No. 7 to Licensing Agreement, dated as of November 10, 2009, between MedQuist Inc. and Nuance Communications, Inc. as the successor-in-interest to Philips Speech Recognition Systems GmbH

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10.12(16)##
  Third Amended and Restated OEM Supply Agreement dated November 10, 2009, between MedQuist Inc. and Nuance Communications, Inc. as the successor-in-interest to Philips Speech Recognition Systems GmbH
 
   
10.13(1)
  Mt. Laurel, New Jersey Office Lease Agreement dated as of June 17, 2003
 
   
10.13.1(1)
  First Amendment to Mt. Laurel, New Jersey Office Lease Agreement dated as of August 26, 2003
 
   
10.13.2(1)
  Second Amendment to Mt. Laurel, New Jersey Office Lease Agreement dated as of November 30, 2003
 
   
10.13.3(1)
  Third Amendment to Mt. Laurel, New Jersey Office Lease Agreement dated as of November 30, 2003
 
   
10.13.4(1)
  Confirmation of Lease Term regarding Mt. Laurel, New Jersey Office Lease dated as of August 10, 2006
 
   
10.15*(2)
  Form of Management Indemnification Agreement by and between MedQuist Inc. and Certain Officers
 
   
10.15.1*(7)
  First Amendment to the Form of Management Indemnification Agreement by and between MedQuist Inc. and Certain Officers
 
   
10.16*(4)
  Indemnification Agreement, dated as of February 21, 2008 between MedQuist Inc. and Warren Pinckert
 
   
10.17*(8)
  Employment Agreement by and between Peter Masanotti and MedQuist Inc., dated September 3, 2008
 
   
10.18#(9)
  Transcription Services Agreement by and between MedQuist Transcriptions, Ltd. and CBay Systems & Services, Inc. dated April 3, 2009
 
   
10.19*(10)
  Indemnification Agreement dated November 21, 2008 between MedQuist Inc. and Peter Masanotti
 
   
10.20*(11)
  Amended and Restated Stock Option Agreement by and between Peter Masanotti and MedQuist Inc., dated March 2, 2009
 
   
10.21*(9)
  Employment Agreement by and between Alan Gold and MedQuist Inc. dated February 26, 2009
 
   
10.22*(12)
  Employment Agreement by and between Dominick Golio and MedQuist Inc. dated April 9, 2009
 
   
10.23*(9)
  Employment Agreement by and between Kevin Piltz and MedQuist Inc. dated May 18, 2009
 
   
10.24(9)
  Settlement and License Agreement by and between Anthurium Solutions, Inc. and MedQuist Inc. dated June 19, 2009
 
   
10.25*(13)
  MedQuist Inc. Long-Term Incentive Plan adopted on August 27, 2009
 
   
10.26(13)
  Credit Agreement by and among MedQuist Inc. and its subsidiaries, and Wells Fargo Foothill, LLC as the arranger and administrative agent and lender dated August 31, 2009

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10.27(14)
  Services Agreement by and between MedQuist Inc. and CBay Inc. dated September 19, 2009
 
   
10.28(16)##
  Licensing Agreement by and between Nuance Communications, Inc. and MedQuist Inc. dated November 10, 2009
 
   
10.29(15)
  Transcription Services Subcontracting Agreement by and between MedQuist Inc. and CBay Systems & Services, Inc. dated March 31, 2009
 
   
10.30(17)
  Stock and Asset Purchase Agreement, dated April 15, 2010, between Spheris Holding II, Inc., Spheris Inc., Spheris Operations LLC, Vianeta Communications, Spheris Leasing LLC, Spheris Canada Inc., CBay Inc. and MedQuist Inc.
 
   
10.31(18)
  Credit Agreement dated as April 22, 2010 among MedQuist Transcriptions, Ltd. as Borrower, MedQuist Inc. as Holdings, the Lenders and L/C Issuers party thereto, and General Electric Capital Corporation as Administrative Agent and Collateral Agent, CapitalSource Bank as Syndication Agent, and Fifth Third Bank as Documentation Agent.
 
   
21(1)
  Subsidiaries of MedQuist Inc.
 
   
23 (16)
  Consent of KPMG LLP
 
   
24 (16)
  Power of Attorney
 
   
31.1
  Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1
  Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
32.2
  Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
*   Management contract or compensatory plan or arrangement.
 
#   Portions of this Exhibit were omitted and filed separately with the Secretary of the SEC pursuant to an order for confidential treatment from SEC.
 
##   Portions of this Exhibit were omitted and filed separately with the Secretary of the SEC pursuant to a request for confidential treatment that has been filed with the SEC.
 
(1)   Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2005 filed on July 5, 2007
 
(2)   Incorporated by reference to our Current Report on Form 8-K filed on August 28, 2007
 
(3)   Incorporated by reference to our Current Report on Form 8-K filed on September 25, 2007

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(4)   Incorporated by reference to our Current Report on Form 8-K filed on February 22, 2008
 
(5)   Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 17, 2008
 
(6)   Incorporated by reference to our Current Report on Form 8-K filed on July 15, 2008
 
(7)   Incorporated by reference to our Current Report on Form 8-K filed on August 25, 2008
 
(8)   Incorporated by reference to our Current Report on Form 8-K filed on September 9, 2008
 
(9)   Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed on July 30, 2009
 
(10)   Incorporated by reference to our Current Report on Form 8-K filed on November 28, 2008
 
(11)   Incorporated by reference to our Current Report on Form 8-K filed on March 6, 2009
 
(12)   Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 15, 2009
 
(13)   Incorporated by reference to our Quarterly Report on Form 10-Q filed on November 9, 2009
 
(14)   Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 24, 2009
 
(15)   Incorporated by reference to our Current Report on Form 8-K filed on April 6, 2009
 
(16)   Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2009 filed on March 12, 2010
 
(17)   Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 21, 2010
 
(18)   Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 28, 2010

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  MedQuist Inc.
 
 
  By:   /s/ Peter Masanotti    
    Peter Masanotti   
    President and Chief Executive Officer   
 
    Date: July 6, 2010 
     Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
Signature   Capacity   Date
 
       
/s/ Peter Masanotti
 
Peter Masanotti
  President and Chief Executive Officer
(Principal Executive Officer)
  July 6, 2010
 
       
/s/ Dominick Golio
 
Dominick Golio
  Chief Financial Officer
(Principal Financial Officer)
  July 6, 2010
 
       
/s/ James Brennan
 
James Brennan
  Principal Accounting Officer   July 6, 2010
 
       
*
 
Robert Aquilina
  Non-Executive Chairman of the Board of Directors   July 6, 2010
 
       
*
 
Frank Baker
  Director   July 6, 2010
 
       
*
 
Peter E. Berger
  Director   July 6, 2010
 
       
*
 
John F. Jastrem
  Director   July 6, 2010
 
       
*
 
Colin J. O’Brien
  Director   July 6, 2010
 
       
*
 
Warren E. Pinckert II
  Director   July 6, 2010
 
       
*
 
Michael Seedman
  Director   July 6, 2010
 
       
*
 
Andrew E. Vogel
  Director   July 6, 2010
 
         
*By:   /s/ Peter Masanotti    
  Attorney-In-Fact   
     
 

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EXHIBIT INDEX
     
Exhibit   Description
 
   
10.12#
  Third Amended and Restated OEM Supply Agreement dated November 10, 2009, between MedQuist Inc. and Nuance Communications, Inc. as the successor-in-interest to Philips Speech Recognition Systems GmbH.
 
   
10.28#
  Licensing Agreement by and between Nuance Communications, Inc. and MedQuist Inc. dated November 10, 2009
 
   
31.1
  Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1
  Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
32.2
  Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
#   Portions of this Exhibit were omitted and filed separately with the Secretary of the SEC pursuant to a request for confidential treatment that has been filed with the SEC.

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