DEFA14A

 

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): November 13, 2007

MedQuist Inc.
__________________________________________
(Exact name of registrant as specified in its 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 Boulevard, Suite 300, Mount Laurel, New Jersey		08054-4632
_________________________________ (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)
[x]  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 8.01 Other Events.

On November 13, 2007, MedQuist Inc. (the "Company") issued a press release announcing that it had filed a preliminary proxy statement for the solicitation of proxies for an annual meeting of shareholders with the Securities and Exchange Commission (the "SEC") and that it submitted its application for listing on the NASDAQ Global Select Market. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

NOTICE TO SHAREHOLDERS:

In connection with the Company's upcoming annual meeting of shareholders, the Company will be filing a proxy statement and potentially other relevant documents concerning the annual meeting with the SEC. BEFORE MAKING ANY DECISION REGARDING ANY OF THE BUSINESS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders can obtain free copies of the proxy statement and other relevant documents concerning the annual meeting that have been filed with the SEC when they become available by contacting Investor Relations, MedQuist Inc., 1000 Bishops Gate Blvd., Suite 300, Mt. Laurel, NJ 08054. In addition, documents filed with the SEC will be available at no charge on the SEC's website at www.sec.gov. The Company and its executive officers and directors may, under SEC rules, be deemed to be participants in the solicitation of proxies from shareholders of the Company in connection with the upcoming annual meeting. Certain information about such individuals (including their ownership of shares of the Company's common stock) is set forth in the Company's Form 10-K for the year ended December 31, 2006, which is available free of charge from the SEC and the Company as indicated above.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Reference is made to the Exhibit Index annexed hereto and made a part hereof.

Some of the statements in this Current Report on Form 8-K (including the exhibits) constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are not historical facts but rather are based on the Company's current expectations, estimates and projections regarding the Company's business, operations and other factors relating thereto. Words such as "may," "will," "could," "would," "should," "anticipate," "predict," "potential," "continue," "expects," "intends," "plans," "projects," "believes," "estimates" and similar expressions are used to identify these forward-looking statements. The forward-looking statements contained in this report include, without limitation, statements about the timing of and business to be brought before an upcoming annual meeting of the shareholders of MedQuist. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risk that MedQuist is unable to identify independent directors to add to the Board. For a discussion of these risks, uncertainties and assumptions, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the section of MedQuist Annual Report on Form 10-K for the year ended December 31, 2006, entitled "Risk Factors" and discussions of potential risks and uncertainties in MedQuist's subsequent filings with the SEC.

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.
November 13, 2007	By:	Mark R. Sullivan
		Name: Mark R. Sullivan
		Title: General Counsel, Chief Compliance Officer and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated November 13, 2007

EX-99.1

MEDQUIST FILES PRELIMINARY PROXY STATEMENT
AND APPLIES FOR LISTING ON NASDAQ

MedQuist Inc. (Pink Sheets: MEDQ.PK) announced today that it filed a preliminary proxy statement for the solicitation of proxies for an annual meeting of shareholders with the Securities and Exchange Commission (SEC). The Company is, as announced on November 9, 2007, proceeding with its search for three independent directors to add to the Board currently and then to nominate for election at an annual meeting of shareholders which the Company plans to hold within 30 days of the date on which its definitive proxy statement is mailed to shareholders.

In addition to filing the preliminary proxy statement, the Company today also submitted its application for listing on the NASDAQ Global Select Market. The Company’s common stock has traded on the over-the-counter “Pink Sheets” market under the symbol “MEDQ.PK” since June 16, 2004, the date on which its common stock was delisted from the NASDAQ National Market.

NOTICE TO SHAREHOLDERS:

In connection with the Company’s upcoming annual meeting of shareholders, the Company will be filing a proxy statement and potentially other relevant documents concerning the annual meeting with the SEC. BEFORE MAKING ANY DECISION REGARDING ANY OF THE BUSINESS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders can obtain free copies of the proxy statement and other relevant documents concerning the annual meeting that have been filed with the SEC when they become available by contacting Investor Relations, MedQuist Inc., 1000 Bishops Gate Blvd., Suite 300, Mt. Laurel, NJ 08054. In addition, documents filed with the SEC will be available at no charge on the SEC’s website at www.sec.gov. The Company and its executive officers and directors may, under SEC rules, be deemed to be participants in the solicitation of proxies from shareholders of the Company in connection with the upcoming annual meeting. Certain information about such individuals (including their ownership of shares of the Company’s common stock) is set forth in the Company’s Form 10-K for the year ended December 31, 2006, which is available free of charge from the SEC and the Company as indicated above.

About MedQuist:
MedQuist is a leading provider of clinical documentation workflow solutions in support of the electronic health record. MedQuist provides electronic medical transcription, health information and document management products and services, including digital dictation, speech recognition, Web- based transcription, electronic signature, medical coding, mobile dictation devices, and outsourcing services.

Disclosure Regarding Forward-Looking Statements:

Some of the statements in this Press Release constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. The forward-looking statements contained in this Press Release include, without limitation, statements about the timing of and business to be brought before an upcoming annual meeting of the shareholders of MedQuist. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risk that MedQuist is unable to identify independent directors to add to the Board. For a discussion of these risks, uncertainties and assumptions, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the section of MedQuist Annual Report on Form 10-K for the year ended December 31, 2006, entitled “Risk Factors” and discussions of potential risks and uncertainties in MedQuist’s subsequent filings with the SEC.
SOURCE: MedQuist Inc.
CONTACT: Kathleen Donovan, Chief Financial Officer of MedQuist Inc.
+1-856-206-4000
Web site: http://www.medquist.com
(MEDQ)