UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6
(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
MedQuist Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Costa Brava Partnership III L.P.
Seth W. Hamot, Roark Rearden & Hamot, LLC
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee previously paid with the preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
1
EXPLANATORY NOTE
On October 12, 2007, Costa Brava Partnership III L.P. ("Costa Brava")
filed a Schedule 13D with the Securities and Exchange Commission (the "Schedule
13D"). The Schedule 13D provides that Costa Brava has attached as Exhibit D
thereto a letter, dated October 11, 2007, from Costa Brava to the Board of
Directors of MedQuist Inc., a New Jersey corporation (the "Company"), notifying
the Company of an intention to nominate individuals for election to the Board of
Directors of the Company at the next annual or special meeting of the Company's
stockholders.
On October 11, 2007, Costa Brava delivered a letter, dated October 11,
2007, to the Board of Directors of the Company, informing the Board that Costa
Brava will be nominating individuals for election to the Board of Directors at
the next annual or special meeting of the Company's stockholders. A copy of the
October 11, 2007 letter delivered to the Board is attached hereto as Exhibit 1.
PARTICIPATION INFORMATION
Costa Brava, Roark Rearden & Hamot, LLC (the General Partner of Costa
Brava), Seth W. Hamot (President of Roark Rearden & Hamot, LLC) (collectively,
the "Group") may be deemed participants in Costa Brava's prospective
solicitation of proxies with respect to the next annual or special meeting of
the Company for the purpose of nominating Andrew R. Seigel, Seth W. Hamot,
Douglas M. Gleason, Douglas E. Linton, and Alok Mohan (the "nominees") for
election to the board of directors of the Company by virtue of their direct or
indirect ownership interests in the Company, and the nominees may be deemed to
be participants because they are named as nominees in the attached letter.
Costa Brava, Roark Rearden & Hamot, LLC, and its nominees have an interest
in the solicitation of proxies with respect to the next annual or special
meeting of the Company arising from the Group's beneficial ownership of the
common stock of the Company. If elected, it is anticipated that Costa Brava's
nominees would receive customary compensation for their services as directors.
Additional information with respect to the direct beneficial ownership of shares
of common stock of the Company by Costa Brava and the indirect beneficial
ownership interest by Roark Rearden & Hamot, LLC are further described in the
Schedule 13D filed on October 12, 2007 with the Securities and Exchange
Commission (the "Schedule 13D") and, with the exception of Seth W. Hamot whose
indirect beneficial ownership interest is also described in the Schedule 13D, to
the extent that the other nominees identified above are not included in the
Schedule 13D, none of such nominees, to the Group's knowledge, has any direct or
indirect interests, by security holdings or otherwise, required to be disclosed
herein, other than such person's interest in being nominated as a director of
the Company.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY THE REPORTING PERSONS WHEN AND IF THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN AND IF
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS OF THE ISSUER AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO
THE POTENTIAL PARTICIPANTS IN A PROXY SOLICITATION THAT IS NOT OTHERWISE
CONTAINED HEREIN IS CONTAINED IN THE SCHEDULE 13D FILED BY THE REPORTING PERSONS
WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2007 (THE "SCHEDULE
13D"), WITH RESPECT TO MEDQUIST INC. THAT SCHEDULE 13D IS CURRENTLY AVAILABLE AT
NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
2
EXHIBIT 1
Costa Brava Partnership III L.P.
Roark, Rearden & Hamot Capital Management, LLC
420 Boylston Street
Boston, Massachusetts 02116
October 11, 2007
VIA FACSIMILE AND FEDERAL EXPRESS
MedQuist Inc.
1000 Bishops Gate Blvd. - Suite 300
Mount Laurel, NJ 08054-4632
Attention: Corporate Secretary
Re: Notice of Intent to Nominate Persons for Election as Directors of MedQuist
Inc.
Ladies and Gentlemen:
Costa Brava Partnership III L.P. ("Costa Brava") hereby submits this
notice (this "Notice") pursuant to the requirements set forth in the Bylaws, as
amended of MedQuist Inc. (the "Company"), filed with the United States
Securities and Exchange Commission (the "SEC") as Exhibit 3.2 to the Form 10-K
(the "Form 10-K") for the fiscal year ended December 31, 2006 (the "Bylaws").
As set forth in the Company's Amended and Restated Certificate of
Incorporation, the number of directors, which shall constitute the whole Board
of Directors, shall be not less than five (5) nor more than twenty (20).
Pursuant to Article Fifth, Section 7 of the Bylaws, Costa Brava hereby
requests that the Nominating Committee of the Company's Board of Directors
consider the persons listed below as nominees (each, a "Nominee" and together,
the "Nominees") for Directors at the next annual or special meeting (the
"Meeting") of stockholders of the Company at which Directors are to be elected:
Seth W. Hamot
Andrew R. Siegel
Douglas M. Gleason
Douglas E. Linton
Alok Mohan
Each of these Nominees brings a relevant skill set to the Company of today
and of the future. Costa Brava hereby also provides notice that, in the event
that the Nominating Committee determines not to nominate the persons listed
above for election as Directors, Costa Brava intends to submit these candidates
as nominees for election to the Board of Directors at the Meeting by the holders
of Common Stock. If, for any reason, more than five (5) Directors are to be
elected at the Meeting, Costa Brava may nominate additional persons (each,
an "Additional Nominee") such that Costa Brava will nominate a slate of persons
sufficient to constitute the number of members of the Board that are entitled to
be elected to the Board of Directors by the holders of Common Stock pursuant to
the Certificate of Incorporation and the By-laws of the Company. Additionally,
if, for any reason, any Nominee or Additional Nominee is unable to stand for
election at the Meeting, Costa Brava, in person or by proxy intends to nominate
a person in the place of such Nominee or Additional Nominee (an "Alternate
Nominee"). In either event, Costa Brava at the earliest practicable time will
give notice to the Company of any Additional Nominee or Alternate Nominee.
If the Nominating Committee determines not to nominate the Nominees for
election as Directors, and Costa Brava submits the Nominees for election to the
Board of Directors at the Meeting, Costa Brava intends to seek support from
stockholders to replace all existing Directors with an alternate slate composed
of Costa Brava's Nominees pursuant to a definitive Proxy Statement to be filed
with the SEC. In such event, Costa Brava hereby provides notice of its intent to
submit a proposal to the Company's stockholders authorizing reimbursement of all
expenses associated with Costa Brava's nomination of the Nominees and associated
solicitation. Costa Brava is unable to provide an estimate of such expenses at
this time, but will do so upon filing a definitive Proxy Statement with the SEC.
Costa Brava's principal address is 420 Boylston Street, Boston, MA 02116.
Costa Brava is the beneficial owner of 1,938,821 shares of Common Stock. The
record holder of the shares of Common Stock beneficially owned by Costa Brava is
a nominee of The Depository Trust Company ("DTC"). DTC's address is 55 Water
Street, 49th Floor, New York, NY 10041-0099.
Certain information about each Nominee and Costa Brava is set forth in
Annex A. Annex A also includes additional information on each Nominee's
qualifications and employment history. In addition, each Nominee has consented
to being named as a nominee and to serve as a Director of the Company, if
elected. The written consent of each Nominee is attached as Annex B. The Annexes
and all attachments thereto are hereby incorporated into and made a part of this
Notice. Accordingly, all matters disclosed in any part of this Notice, including
the Annexes and all attachments thereto, should be deemed disclosed for all
purposes of this Notice.
Neither the delivery of this Notice in accordance with the Notice
Requirements nor any delivery by Costa Brava of additional information to the
Company from and after the date hereof shall be deemed to constitute an
admission by Costa Brava or any of its affiliates that such delivery is required
or as to the legality or enforceability of any other matter, or a waiver by
Costa Brava or any of its affiliates of its right to contest or challenge, in
any way, the enforceability of any other matter.
Very truly yours,
COSTA BRAVA PARTNERSHIP III L.P.
By: Roark, Rearden & Hamot, LLC
its General Partner
By: /s/ SETH W. HAMOT
----------------------------
Name: Seth W. Hamot
Title: President
ANNEX A
-------
Information about Nominees Pursuant to the Notice Requirements
--------------------------------------------------------------
Nominee - Seth W. Hamot
- -----------------------
(A)
Name: Seth W. Hamot
Age: 45
Business address: c/o Roark, Rearden & Hamot Capital Management, LLC, 420
Boylston Street, Boston, Massachusetts 02116
Residence address: 112 High Street, Brookline, MA 02445
(B) Principal occupation or employment:
Since 1997, Mr. Hamot has been the Managing Member of Roark, Rearden &
Hamot Capital Management, LLC ("RRHCM") and the owner of its corporate
predecessor Roark, Rearden & Hamot, Inc. RRHCM is the investment manager to
Costa Brava Partnership III L.P. ("Costa Brava"), an investment fund. Mr. Hamot
is also the President of Roark, Rearden & Hamot, LLC, the general partner of
Costa Brava. Prior to 1997, Mr. Hamot was one of the partners of the Actionvest
entities. Mr. Hamot is currently the Chairman of the Board of Directors of
Bradley Pharmaceuticals Inc. (NYSE: BDY) and serves as a member of that
company's audit committee. Mr. Hamot is also currently a director of CCA
Industries Inc. (AMEX: CAW) and Telos Corporation (OTC: TLSRP)
Mr. Hamot graduated with a degree in Economics from Princeton University.
(C) Class and number of shares of Common Stock of the Company that the nominee
beneficially owns:
Mr. Hamot is the beneficial owner of 1,938,821 shares of Common Stock of
the Company.
(D) Description of all arrangements or understandings between Costa Brava and
the Nominee and any other person pursuant to which the nominations are to
be made by Costa Brava:
Mr. Hamot has consented to being named as a nominee and to serve as a
director of the Company if elected. Mr. Hamot's written consent is
attached as part of Annex B.
(E) Other information relating to the Nominee:
A-1
Neither Mr. Hamot nor any of his associates have any arrangement or
understanding with respect to (a) any future employment by the Company or
its affiliates; or (b) any future transactions to which the Company or any
of its affiliates will or may be a party.
None of the entities referred to under item (B) with which the Nominee has
been involved during the past five years is a parent, subsidiary, or other
affiliate of the Company.
Mr. Hamot is the President of Roark, Rearden & Hamot, LLC, the general
partner of Costa Brava. During the past two years, Costa Brava purchased
the shares of Common Stock of the Company disclosed on Annex C hereto.
We are not aware of any other disclosure regarding Mr. Hamot that is required
pursuant to Regulation 14A under the Exchange Act.
A-2
Nominee - Andrew R. Siegel
- --------------------------
(A)
Name: Andrew R. Siegel
Age: 38
Business address: c/o Costa Brava Partnership III, L.P., 237 Park Avenue, Suite
900, New York, NY 10017
Residence address: 200 East 27th Street, New York NY 10016
(B) Principal occupation or employment:
Since 2005, Mr. Siegel has been a Senior Vice President of Roark, Rearden
& Hamot Capital Management, LLC ("RRHCM"). RRHCM is the investment manager to
Costa Brava Partnership III L.P. ("Costa Brava"), an investment fund. Mr. Siegel
is currently a director of TechTeam Global Inc. (NASDAQ: TEAM) and serves as a
member of that company's audit committee. Mr Siegel is also a director of Telos
Corporation (OTC: TLSRP).
Mr. Siegel graduated with a degree in International Relations from
American University and received a masters degree in Business from the
University of Maryland.
(C) Class and number of shares of Common Stock of the Company that the nominee
beneficially owns:
Mr. Siegel is the beneficial owner of 2,100 shares of Common Stock of the
Company.
(D) Description of all arrangements or understandings between Costa Brava and
the Nominee and any other person pursuant to which the nominations are to
be made by Costa Brava:
Mr. Siegel has consented to being named as a nominee and to serve as a
director of the Company if elected. Mr. Siegel's written consent is
attached as part of Annex B.
(E) Other information relating to the Nominee:
Neither Mr. Siegel nor any of his associates have any arrangement or
understanding with respect to (a) any future employment by the Company or
its affiliates; or (b) any future transactions to which the Company or any
of its affiliates will or may be a party.
None of the entities referred to under item (B) with which the Nominee has
been involved during the past five years is a parent, subsidiary, or other
affiliate of the Company.
A-3
Mr. Siegel is a Senior Vice President of Roark, Rearden & Hamot Capital
Management, LLC, the investment manager to Costa Brava. During the past
two years, Costa Brava purchased the shares of Common Stock of the Company
disclosed on Annex C hereto.
We are not aware of any other disclosure regarding Mr. Siegel that is
required pursuant to Regulation 14A under the Exchange Act.
A-4
Nominee - Douglas M. Gleason
- ----------------------------
(A)
Name: Douglas M. Gleason
Age: 46
Business address: c/o Roark, Rearden & Hamot Capital Management, LLC, 420
Boylston Street, Boston, Massachusetts 02116
Residence address: 2200 North Westmoreland Street
Arlington, VA 22213
(B) Principal occupation or employment:
Since 2005, Mr. Gleason has been a Principal of Roark, Rearden & Hamot
Capital Management, LLC ("RRHCM"). RRHCM is the investment manager to Costa
Brava Partnership III L.P. ("Costa Brava"), an investment fund. Prior to 2005,
Mr. Gleason was a managing director of Legg Mason Walker Wood Incorporated.
Mr. Gleason graduated with a degree in English and American Literature
from Columbia University and received a law degree from Harvard Law School.
(C) Class and number of shares of Common Stock of the Company that the nominee
beneficially owns:
None.
(D) Description of all arrangements or understandings between Costa Brava and
the Nominee and any other person pursuant to which the nominations are to
be made by Costa Brava:
Mr. Gleason has consented to being named as a nominee and to serve as a
director of the Company if elected. Mr. Gleason's written consent is
attached as part of Annex B.
(E) Other information relating to the Nominee:
Neither Mr. Gleason nor any of his associates have any arrangement or
understanding with respect to (a) any future employment by the Company or
its affiliates; or (b) any future transactions to which the Company or any
of its affiliates will or may be a party.
None of the entities referred to under item (B) with which the Nominee has
been involved during the past five years is a parent, subsidiary, or other
affiliate of the Company.
A-5
Mr. Gleason is a Principal of Roark, Rearden & Hamot Capital Management,
LLC, the investment manager to Costa Brava. During the past two years,
Costa Brava purchased the shares of Common Stock of the Company disclosed
on Annex C hereto.
We are not aware of any other disclosure regarding Mr. Gleason that is
required pursuant to Regulation 14A under the Exchange Act.
A-6
Nominee - Douglas E. Linton
- ---------------------------
(A)
Name: Douglas E. Linton
Age: 59
Business address: 4009 St. Charles Drive, Birmingham, Alabama 35242
Residence address: 4009 St. Charles Drive, Birmingham, Alabama 35242
(B) Principal occupation or employment:
Since 2002, Mr. Linton has been self employed as the Managing Member of
DEL International LLC ("DEL"), a provider of consulting services. Since November
2005, Mr. Linton has provided consulting services through DEL to clients of
ValueCentric, LLC, a data management and performance analytics company providing
on-demand services to the pharmaceutical industry, and has also acted as an
advisor through DEL to ValueCentric, LLC. In his work for clients of
ValueCentric, LLC, Mr. Linton provides consulting services to branded
pharmaceutical manufacturers on Fee-for-Service strategies and the use of
wholesaler sales and inventory data. From August 2005 through December 2005, Mr.
Linton was the President of ValueCentric Consulting Group, where he managed
consulting projects for the partnership's clients and provided consulting
services through DEL. From 2001 through July 2005, Mr. Linton was also a Vice
President and part-time employee of Cardinal Health, a provider of
pharmaceutical services. Mr. Linton's primary responsibilities at Cardinal
Health included developing Fee-for-Service programs for smaller branded
pharmaceutical manufacturers. Mr. Linton was previously the senior purchasing
executive at Cardinal Health in the 1980s and early 1990s, where he played a key
role in developing sophisticated purchasing programs and systems. Prior to
returning to Cardinal Health in 2001, Mr. Linton developed similar programs and
systems for two regional drug wholesalers. Mr. Linton has been a director of
Bradley Pharmaceuticals, Inc. since 2006.
Mr. Linton graduated with a degree in Economics with honors from the
College of Wooster (Ohio) and holds an MBA from Carnegie-Mellon University.
(C) Class and number of shares of Common Stock of the Company that the nominee
beneficially owns:
None.
(D) Description of all arrangements or understandings between Costa Brava and
the Nominee and any other person pursuant to which the nominations are to
be made by Costa Brava:
Mr. Linton has consented to being named as a nominee and to serve as a
director of the Company if elected. Mr. Linton's written consent is
attached as part of Annex B.
A-7
(E) Other information relating to the Nominee:
Neither Mr. Linton nor any of his associates have any arrangement or
understanding with respect to (a) any future employment by the Company or
its affiliates; or (b) any future transactions to which the Company or any
of its affiliates will or may be a party.
None of the entities referred to under item (B) with which the Nominee has
been involved during the past five years is a parent, subsidiary, or other
affiliate of the Company.
We are not aware of any other disclosure regarding Mr. Linton that is
required pursuant to Regulation 14A under the Exchange Act.
A-8
Nominee - Alok Mohan
- --------------------
(A)
Name: Alok Mohan
Age: 58
Business address: No business address.
Residence address: 85 Pasatiempo Drive, Santa Cruz, CA 95060
(B) Principal occupation or employment:
Retired since 2001. Since 2003, Mr. Mohan is serving as the Non-executive
Chairman of the board of Directors of Rainmaker Systems, Inc., (NASDAQ: RMKR) a
leading provider of business-to-business sales and marketing services. Mr. Mohan
has been a director of Rainmaker Systems, Inc. since 1996. Additionally, Mr.
Mohan serves as Non-executive Chairman of the Board of Directors of TechTeam
Global Inc. (NASDAQ: TEAM). Mr. Mohan as been a director of TechTeam since 2006.
(C) Class and number of shares of Common Stock of the Company that the nominee
beneficially owns:
None.
(D) Description of all arrangements or understandings between Costa Brava and
the Nominee and any other person pursuant to which the nominations are to
be made by Costa Brava:
Mr. Mohan has consented to being named as a nominee and to serve as a
director of the Company if elected. Mr. Mohan's written consent is
attached as part of Annex B.
(E) Other information relating to the Nominee:
Neither Mr. Mohan nor any of his associates have any arrangement or
understanding with respect to (a) any future employment by the Company or
its affiliates; or (b) any future transactions to which the Company or any
of its affiliates will or may be a party.
None of the entities referred to under item (B) with which the Nominee has
been involved during the past five years is a parent, subsidiary, or other
affiliate of the Company.
Mr. Mohan serves on the Board of Directors of Crystal Graphics, Inc., a
provider of compelling and easy to use 3D graphics software and Shea
Development Corporation.
A-9
We are not aware of any other disclosure regarding Mr. Mohan that is
required pursuant to Regulation 14A under the Exchange Act.
A-10
Certain information relating to Costa Brava Partnership III
------------------------------------------------------------
L.P. is set forth below.
------------------------
(i) The principal address of Costa Brava Partnership III L.P. ("Costa Brava"), a
Delaware limited partnership, is 420 Boylston Street, Boston, MA 02116. The
principal business of Costa Brava is to make investments in, buy, sell, hold,
pledge and assign securities. Seth W. Hamot is the President of Roark, Rearden &
Hamot, LLC, which is the general partner of Costa Brava.
(ii) Costa Brava has an interest in the election of directors at the Annual
Meeting through (1) its beneficial ownership of 1,938,821 shares of Common Stock
of the Company, (2) the nomination of Mr. Hamot, who is the President of Roark,
Rearden & Hamot, LLC, the general partner of Costa Brava, (3) the nomination of
Mr. Siegel, who is the Senior Vice President of Roark, Rearden & Hamot Capital
Management LLC, and (4) the nomination of Mr. Gleason, who is a principal of
Roark, Rearden & Hamot, LLC, the general partner of Costa Brava.
(iii) During the past two years, Costa Brava purchased the Common Stock of the
Company disclosed on Annex C hereto.
(iv) We are not aware of any additional disclosure regarding Costa Brava that is
required pursuant to Regulation 14A under the Exchange Act.
A-11
ANNEX B
-------
Consent of Nominee
------------------
The undersigned hereby consents to being named as a nominee for election
as a director of MedQuist Inc. (the "Company") in any proxy statement to be
filed with the Securities and Exchange Commission and distributed to the holders
of the Common Stock, no par value per share, of the Company by either the
Company or Costa Brava Partnership III, L.P. ("Costa Brava") and in other
materials in connection with the solicitation of proxies by either the Company
or Costa Brava from holders of Common Stock to be voted at any special meeting
of holders of common stock in 2007 or at the 2007 annual meeting of stockholders
of the Company and any adjournment thereof, and further consents to serve as a
director of the Company, if elected.
Dated: October 9, 2007
/s/ SETH W. HAMOT
-----------------------
Seth W. Hamot
B-1
Consent of Nominee
------------------
The undersigned hereby consents to being named as a nominee for election
as a director of MedQuist Inc. (the "Company") in any proxy statement to be
filed with the Securities and Exchange Commission and distributed to the holders
of the Common Stock, no par value per share, of the Company by either the
Company or Costa Brava Partnership III, L.P. ("Costa Brava") and in other
materials in connection with the solicitation of proxies by either the Company
or Costa Brava from holders of common stock to be voted at any special meeting
of holders of Common Stock in 2007 or at the 2007 annual meeting of stockholders
of the Company and any adjournment thereof, and further consents to serve as a
director of the Company, if elected.
Dated: October 9, 2007
/s/ ANDREW R. SIEGEL
-----------------------
Andrew R. Siegel
B-2
Consent of Nominee
------------------
The undersigned hereby consents to being named as a nominee for election
as a director of MedQuist Inc. (the "Company") in any proxy statement to be
filed with the Securities and Exchange Commission and distributed to the holders
of the Common Stock, no par value per share, of the Company by either the
Company or Costa Brava Partnership III, L.P. ("Costa Brava") and in other
materials in connection with the solicitation of proxies by either the Company
or Costa Brava from holders of Common Stock to be voted at any special meeting
of holders of common stock in 2007 or at the 2007 annual meeting of stockholders
of the Company and any adjournment thereof, and further consents to serve as a
director of the Company, if elected.
Dated: October 9, 2007
/s/ DOUGLAS M. GLEASON
-------------------------
Douglas M. Gleason
B-3
October 9, 2007
MedQuist Inc.
1000 Bishops Gate Blvd. - Suit 300
Mount Laurel, NJ 08054-4632
Attention: Corporation Secretary
Ladies and Gentlemen:
The undersigned hereby agrees to serve as a director of MedQuist Inc. if so
elected.
Very truly yours,
/s/ DOUGLAS E. LINTON
Douglas E. Linton
B-4
Consent of Nominee
------------------
The undersigned hereby consents to being named as a nominee for election
as a director of MedQuist Inc. (the "Company") in any proxy statement to be
filed with the Securities and Exchange Commission and distributed to the holders
of the Common Stock, no par value per share, of the Company by either the
Company or Costa Brava Partnership III, L.P. ("Costa Brava") and in other
materials in connection with the solicitation of proxies by either the Company
or Costa Brava from holders of Common Stock to be voted at any special meeting
of holders of common stock in 2007 or at the 2007 annual meeting of stockholders
of the Company and any adjournment thereof, and further consents to serve as a
director of the Company, if elected.
Dated: October 10, 2007
/s/ ALOK MOHAN
-----------------------
Alok Mohan
B-5
ANNEX C
Costa Brava Partnership III L.P. - Purchases of Common Stock
Shares of Common
Date of Transaction Stock Bought Price per Share
6/14/2007 22,000 8.30
6/14/2007 3,500 8.01
6/15/2007 184,350 8.40
6/19/2007 500 8.44
6/20/2007 144 8.51
6/21/2007 5,708 8.47
6/26/2007 3,850 8.93
6/27/2007 7,200 9.17
6/29/2007 490 9.15
7/2/2007 2,100 9.23
7/3/2007 7,359 9.15
7/6/2007 5,977 10.23
7/9/2007 10,300 10.98
7/10/2007 1,200 11.41
7/11/2007 12,000 11.93
7/11/2007 2,000 11.85
7/11/2007 48,800 11.80
7/12/2007 17,000 12.03
7/13/2007 35,000 12.06
7/16/2007 13,100 12.10
7/17/2007 12,000 12.14
7/18/2007 15,000 12.11
7/19/2007 1,001 12.13
7/20/2007 3,500 12.16
7/24/2007 31,300 12.18
7/25/2007 10,000 12.18
7/26/2007 176 11.35
7/27/2007 2,500 11.83
8/28/2007 25,000 9.95
8/31/2007 1,000 9.92
9/6/2007 9,300 9.58
9/7/2007 8,500 10.35
9/10/2007 100 10.56
9/11/2007 900 10.67
9/13/2007 796 10.89
9/14/2007 1,799 11.02
9/17/2007 1,390,000 12.25
9/18/2007 7,500 11.01
9/19/2007 5,500 11.01
9/21/2007 3,171 11.05
9/24/2007 2,500 11.07
9/28/2007 500 11.55
C-1
Shares of Common
Date of Transaction Stock Bought Price per Share
10/1/2007 700 11.78
10/3/2007 10,000 11.51
10/3/2007 13,500 11.83
Total Shares per list 1,938,821 As of 10/8/2007
C-2