* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
CUSIP No. |
584949101 |
1 | NAMES OF REPORTING PERSONS CBay Inc. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 26,085,086 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 26,085,086 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
26,085,086 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.5% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. |
584949101 |
1 | NAMES OF REPORTING PERSONS MedQuist Holdings Inc. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 10,239,561 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 26,085,086 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 10,239,561 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
26,085,086 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
36,324,647 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
96.7% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Name:
|
CBay Inc. | |
Business Address:
|
c/o MedQuist Holdings Inc., 9009 Carothers Parkway, Franklin, TN 37067 | |
Principal Business:
|
to serve as an intermediate holding company for a portfolio of businesses that provide U.S. medical transcription and other services | |
Citizenship:
|
Delaware | |
Name:
|
MedQuist Holdings Inc. | |
Business Address:
|
9009 Carothers Parkway, Franklin, TN 37067 | |
Principal Business:
|
to serve as a holding company for a portfolio of businesses that provide medical transcription and other services | |
Citizenship:
|
Delaware |
Date: March 21, 2011 |
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CBAY INC. |
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By: | /s/ Clyde Swoger | |||
Name: | Clyde Swoger | |||
Title: | Chief Financial Officer | |||
MEDQUIST HOLDINGS INC. |
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By: | /s/ Mark Sullivan | |||
Name: | Mark Sullivan | |||
Title: | General Counsel, Chief Compliance Officer & Secretary |
Exhibit No. | Description | |
1
|
Schedule I. Information with respect to directors and executive officers of CBay Inc. and MedQuist Holdings | |
2
|
Exhibit A. Joint Filing Agreement, dated as of August 18, 2008, by and among CBay Inc., CBaySystems Holdings Limited, S.A.C. PEI CB Investment, L.P., S.A.C. PEI CB Investment GP, Limited, S.A.C. Private Equity Investors, L.P., S.A.C. Private Equity G.P., L.P., S.A.C. Capital Management, LLC and Steven A. Cohen (previously filed with the original Schedule 13D) | |
3
|
Exhibit B. Stock Purchase Agreement, dated as of May 21, 2008, by and among CBaySystems Holdings Limited, CBay Inc. and Koninklijke Philips Electronics N.V. (incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed by Koninklijke Philips Electronics N.V. with respect to the Issuer on May 22, 2008) (previously filed with the original Schedule 13D) | |
4
|
Exhibit C. 6.00% Convertible Senior PIK Note due 2015, issued by CBay Inc. to Koninklijke Philips Electronics N.V. on August 6, 2008 (previously filed with the original Schedule 13D) | |
5
|
Exhibit D. Promissory Note, issued by CBay Inc. to Koninklijke Philips Electronics N.V. on August 6, 2008 (previously filed with the original Schedule 13D) | |
6
|
Exhibit E. Amended and Restated Promissory Note, issued by CBay Inc. to Koninklijke Philips Electronics N.V. on November 4, 2008 (previously filed with Amendment No. 1 to the original Schedule 13D) | |
7
|
Exhibit F. Second Amended and Restated Promissory Note, issued by CBay Inc. to Koninklijke Philips Electronics N.V. on April 21, 2009 (previously filed with Amendment No. 2 to the original Schedule 13D) | |
8
|
Exhibit G. Consent and Amendment, dated as of September 8, 2010, among Koninklijke Philips Electronics N.V., CBay Inc. and CBaySystems Holdings Limited (previously filed with Amendment No. 4 to the original Schedule 13D) | |
9
|
Exhibit H. Exchange Agreement, dated as of September 30, 2010, by and between CBaySystems Holdings Limited and the investors party thereto (previously filed with Amendment No. 4 to the original Schedule 13D) | |
10
|
Exhibit I. Credit Agreement, dated October 1, 2010, by and among CBay Inc., MedQuist Inc., MedQuist Transcriptions, Ltd., CBaySystems Holdings Limited, the lenders and letter of credit issuers from time to time party thereto, General Electric Capital Corporation, as administrative agent and collateral agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on October 6, 2010) | |
11
|
Exhibit J. Senior Subordinated Note Purchase Agreement, dated September 30, 2010, by and among CBay Inc., CBaySystems Holdings Limited, MedQuist Inc., MedQuist Transcriptions, Ltd., Blackrock Kelso Capital Corporation, PennantPark Investment Corporation, Citibank, N.A. and THL Credit, Inc. (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on October 6, 2010) | |
12
|
Exhibit K. Amendment No. 1 to Exchange Agreement, dated as of December 30, 2010, by and between |
Exhibit No. | Description | |
CBaySystems Holdings Limited and the investors party thereto (incorporated by reference to Exhibit 4.4.1 to Amendment No. 2 to the Registration Statement filed on Form S-1 by MedQuist Holdings Inc. on January 5, 2011) | ||
13
|
Exhibit L. Joint Filing Agreement, dated as of March 21, 2011, between CBay Inc. and MedQuist Holdings | |
14
|
Exhibit M. Memorandum of Understanding, In Re: MedQuist Inc. Shareholder Litigation, Docket Number C-018-11, dated March 4, 2011 (incorporated by reference to Exhibit 99.A.5.G to Amendment No. 4 to Schedule TO filed by MedQuist Holdings Inc. on March 7, 2011) |
Principal Occupation or | Name, Principal Business and | |||||||
Name | Citizenship | Business Address | Employment | Address of Employer | ||||
Robert Aquilina (director; officer) |
United States | 9009 Carothers Parkway Franklin, TN 37067 |
Chairman | MedQuist Holdings; CBay Inc. (see Item 2) |
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MedQuist Holdings and CBay Inc. | ||||||||
Venu Raman Kumar (director; officer) |
India | Gate No. 4 Godrej Industries Complex Pirojshanagar Eastern Express Highway Vikhroli (East), Mumbai 400 079 India |
Vice Chairman MedQuist Holdings President CBay Inc. |
MedQuist Holdings (see Item 2) CBay Inc. (see Item 2) |
||||
Chief Executive Officer CBay Systems (India) Private Ltd. |
CBay Systems (India) Private Ltd. Gate No. 4 Godrej Industries Complex Pirojshanagar Eastern Express Highway Vikhroli (East), Mumbai 400 079 India |
|||||||
Michael Seedman (director; officer) |
United States | 9009 Carothers Parkway Franklin, TN 37067 |
Chief Technology Officer MedQuist Holdings and CBay Inc. |
MedQuist Holdings; CBay Inc. (see Item 2) |
||||
P.A. Sudhir (director; officer) |
India | Gate No. 4 Godrej Industries Complex Pirojshanagar Eastern Express Highway Vikhroli (East), Mumbai 400 079 India |
Group Controller CBay Inc. |
CBay Inc. (see Item 2) |
||||
Clyde Swoger (director; officer) |
United States | 9009 Carothers Parkway Franklin, TN 37067 |
Chief Financial Officer CBay Inc. |
CBay Inc. (see Item 2) |
Principal Occupation or | Name, Principal Business and | |||||||
Name | Citizenship | Business Address | Employment | Address of Employer | ||||
Robert Aquilina (director) |
United States | 9009 Carothers Parkway Franklin, TN 37067 |
Chairman MedQuist Holdings and CBay Inc. |
MedQuist Holdings; CBay Inc. (see Item 2) |
||||
Frank Baker (director) |
United States | 540 Madison Avenue, 9th Floor New York, New York 10022 |
Managing Director SAC PCG |
SAC PCG (manages private equity investments) 540 Madison Avenue 9th Floor New York, New York 10022 |
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Peter Berger (director) |
United States | 540 Madison Avenue, 9th Floor New York, New York 10022 |
Managing Director SAC PCG |
SAC PCG (manages private equity investments) 540 Madison Avenue 9th Floor New York, New York 10022 |
||||
Merle Gilmore (director) |
United States | 33 Wynstone Drive Barrington, Illinois 60010 |
President LKR Technology Partners, LLC |
LKR Technology Partners, LLC (provides consulting services) 33 Wynstone Drive Barrington, Illinois 60010 |
||||
Jeffrey Hendren (director) |
United States | 540 Madison Avenue, 9th Floor New York, New York 10022 |
Managing Director SAC PCG |
SAC PCG (manages private equity investments) 540 Madison Avenue 9th Floor New York, New York 10022 |
||||
Anthony James (officer) |
United States | 9009 Carothers Parkway Franklin, TN 37067 |
Chief Financial Officer MedQuist Holdings |
MedQuist Holdings (see Item 2) |
Principal Occupation or | Name, Principal Business and | |||||||
Name | Citizenship | Business Address | Employment | Address of Employer | ||||
Venu Raman Kumar (director; officer) |
India | Gate No. 4 Godrej Industries Complex Pirojshanagar Eastern Express Highway Vikhroli (East), Mumbai 400 079 India |
Vice Chairman MedQuist Holdings President CBay Inc. Chief Executive Officer CBay Systems (India) Private Ltd. |
MedQuist Holdings (see Item 2) CBay Inc. (see Item 2) CBay Systems (India) Private Ltd. Gate No. 4 Godrej Industries Complex Pirojshanagar Eastern Express Highway Vikhroli (East), Mumbai 400 079 India |
||||
Peter Masanotti (officer) |
United States | 9009 Carothers Parkway Franklin, TN 37067 |
Chief Executive Officer MedQuist Holdings |
MedQuist Holdings (see Item 2) |
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Kenneth John McLachlan (director) |
United Kingdom | Strawinsky Laan 3051 1077, ZX Amsterdam, The Netherlands |
Managing Partner McLachlan & Associates |
McLachlan & Associates (chartered accountants) Strawinsky Laan 3051 1077, ZX Amsterdam, The Netherlands |
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James Patrick Nolan (director) |
Ireland | Breitner Center, Amstelplein 2 1077 MX Amsterdam, The Netherlands |
Executive Vice President and Global Head of Mergers and Acquisitions Royal Philips Electronics |
Royal Philips Electronics (consumer electronics) Breitner Center, Amstelplein 2 1070 MX Amsterdam, The Netherlands |
||||
Michael Seedman (director; officer) |
United States | 9009 Carothers Parkway Franklin, TN 37067 |
Chief Technology Officer
MedQuist Holdings and CBay Inc. |
MedQuist Holdings; CBay Inc. (see Item 2) |
CBAY INC. | ||||||
By: | /s/ Clyde Swoger | |||||
Name: | ||||||
Title: | Chief Financial Officer | |||||
MEDQUIST HOLDINGS INC. | ||||||
By: | /s/ Mark Sullivan | |||||
Name: | ||||||
Title: | General Counsel, Chief Compliance Officer & Secretary |