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): | December 31, 2010 |
MedQuist Inc.
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(Exact name of registrant as specified in its charter)
| New Jersey | 0-19941 | 22-2531298 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1000 Bishops Gate Boulevard, Suite 300, Mount Laurel, New Jersey | 08054-4632 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 856.206.4000 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2008, MedQuist Inc. (the "Company") made a stock option grant (the "Original Stock Option Grant") to its President and Chief Executive Officer, Peter Masanotti, to purchase up to 295,749 shares of the Company’s common stock at the fair market value of the Company's common stock as of September 30, 2008 (the "Grant Date"), which was $4.85 per share. The number of shares that Mr. Masanotti was granted an option to purchase was provided for in Mr. Masanotti's Employment Agreement with the Company dated September 3, 2008 (the "Masanotti Employment Agreement"). The Masanotti Employment Agreement was disclosed in the Current Report on Form 8-K filed by the Company on September 9, 2008.
On March 2, 2009, the Company and Mr. Masanotti entered into an Amended and Restated Stock Option Agreement (the "Amended Masanotti Option Agreement"). The Amended Masanotti Option Agreement was entered into to correct terms of the stock option grant agreed to between the Company and Mr. Masanotti that were mistakenly not included in the Original Stock Option Grant including but not limited to correcting the option price to $8.25 per share. The Amended Masanotti Option Agreement was disclosed in the Current Report on Form 8-K filed by the Company on March 6, 2009.
On December 31, 2010, in accordance with the terms of Amended Masanotti Option Agreement, the compensation committee of the Company’s board of directors approved an adjustment to the exercise price of Mr. Masanotti’s option to $2.22 per share to account for the payment of extraordinary cash dividends of $1.33 per share on September 15, 2009 and $4.70 per share on October 15, 2010 to the Company’s shareholders.
SIGNATURES
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. | ||||
| January 6, 2011 | By: |
/s/ Mark R. Sullivan
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| Name: Mark R. Sullivan | ||||
| Title: General Counsel, Chief Compliance Officer & Secretary | ||||