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 (Date of earliest event reported): July 21, 2006
MedQuist Inc.
(Exact name of registrant as specified in charter)
New Jersey | | 0-19941 | | 22-2531298 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation) | | File Number) | | Identification No.) |
1000 Bishops Gate Blvd., Suite 300, Mt. Laurel, NJ | | 08054 |
(address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (856) 206-4000
(Former name or former address, if changed since last report.)
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:
o | | 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) Effective July 21, 2006, Jan H.M. Hommen has resigned from the Board of Directors (the “Board”) of MedQuist Inc. (the “Company”) in his capacity as both a member and non-executive Chairman of the Board. Effective July 22, 2006, the Board appointed existing Board member, Jouko Karvinen, as the non-executive Chairman of the Board. Pursuant to the Governance Agreement by and between Koninklijke Philips Electronics N.V. (“Philips”) and the Company dated May 22, 2000, Mr. Hommen was, and Mr. Karvinen is, deemed to be a “Purchaser Director” appointed by Philips. Philips is the Company’s majority shareholder, owning approximately 70.9% of the Company’s common stock.
The public announcement regarding Mr. Hommen’s resignation and Mr. Karvinen’s appointment was made by means of a press release, the text of which is set forth in Exhibit 99.1 to this Form 8-K and which is incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed with this Form 8-K:
Exhibit No. | | Description |
99.1 | | Press Release dated July 27, 2006 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | MEDQUIST INC. |
| | | | |
| | | | |
Date: July 27, 2006 | | By: | | /s/ Howard S. Hoffmann |
| | | | Name: Howard S. Hoffmann |
| | | | Title: Chief Executive Officer |
2
