UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OF ~~THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of Earliest Event Reported): ~~August~~September 181, 2011

MedQuist Inc.

(Exact Name of ~~Issuer~~Registrant as Specified in Charter)

New Jersey		0-19941		22-2531298
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)


New Jersey (State or Other Jurisdiction of Incorporation)		0-19941 (Commission File Number)		22-2531298 (I.R.S. Employer Identification No.)

9009 Carothers Parkway
Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

9009 Carothers Parkway
Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)

(866) 295-4600 (Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Not Applicable (Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy ~~the~~ 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 1 5.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAppointment ~~August 18, 2011, MedQuist Inc. (the “Company”) loaned $19,000,000 (the “Loan”) to CBay Inc. (“CBay”). The Loan was documented by a Subordinated Intercompany Note in favor~~ of ~~the~~Chief ~~Company~~Financial byOfficer CBay (the “Note”) and the proceeds of the Loan were used to partially fund the acquisition of Multimodal Technologies, Inc., by MedQuist Holdings Inc. (“Holdings”), parent of the Company and CBay. The Company believes the Loan was made on terms no less favorable than what would be obtained by the Company in an arm’s-length transaction.

~~The~~On ~~Note~~September 2, ~~will~~2011, ~~mature~~the onboard ~~August 19,~~of ~~2013~~directors (the “~~Maturity~~Board”) ~~Date~~of MedQuist Holdings Inc. (“MedQuist Holdings”), ~~which~~appointed ~~date~~Ronald isL. Scarboro to the ~~first~~position of Chief Financial Officer ~~business~~(“CFO”) ~~day~~of ~~after~~MedQuist Holdings and MedQuist Inc. (the ~~second~~“Company”), ~~anniversary~~effective as of the same date. Mr. Scarboro joined MedQuist Holdings and the Company on August 1815, 2011 as a senior financial executive. ~~Interest~~Prior ~~will~~to ~~accrue~~his ontenure ~~any~~with ~~unpaid~~MedQuist Holdings and the Company, Mr. Scarboro, 45, most ~~principal~~recently atserved anas ~~annual~~the ~~rate~~CFO of 15the Strategic Diversification at Aetna, Inc.~~00%~~, ~~and~~a ~~interest~~public ~~will~~international diversified behealth ~~payable~~care onbenefits ~~the~~company ~~Maturity~~from ~~Date~~June 2011 ~~or,~~until ifAugust 2011. From October 2008 until ~~sooner~~June 2011, Mr. Scarboro held the ~~date~~titles of ~~any~~CFO ~~prepayment~~— Professional Solutions, Senior Vice President of Finance and Senior Vice President — Strategic Programs Office of Allscripts Healthcare Solutions, Inc., ~~Prepayment~~a provider of ~~the~~clinical ~~Note~~software, ~~may~~services, ~~occur~~information atand ~~any~~connectivity ~~time~~solutions. ~~prior~~From November 2007 tountil the ~~Maturity~~ ~~Date~~merger ~~with~~of ~~one~~Allsripts ~~business~~and ~~day’s~~Misys ~~notice~~Healthcare Systems, ~~provided~~LLC ~~that~~in ~~any~~October 2008, ~~prepayment~~Mr. Scarboro ~~must~~was beChief ~~for~~Financial atOfficer ~~least~~of Misys Healthcare Systems, LLC, an ambulatory and post-acute ~~$100~~healthcare software and services company. From April 2004 until October 2007,~~000~~ ~~(or~~Mr. Scarboro ~~any~~was Vice ~~whole~~President ~~multiple~~of ~~thereof)~~Financial Accounting and ~~accompanied~~Corporate byServices ~~any~~for ~~accrued~~The ~~interest~~TriZetto onGroup, ~~the~~Inc., ~~amount~~a public payer focused healthcare software and services company. Mr. Scarboro has a broad range of ~~principal~~financial ~~being~~and ~~paid~~operating experience in payer, acute, post-acute and ambulatory healthcare information technology companies. He earned a bachelor’s degree from North Carolina State University and is a Certified Public Accountant.

~~The~~MedQuist ~~Loan~~Holdings and ~~Note~~Mr. Scarboro ~~shall~~have beentered ~~subordinate~~into ~~and~~an ~~junior~~employment toagreement ~~all~~dated ~~obligations of CBay under (i)~~August ~~that~~15, ~~certain~~2011 ~~Credit Agreement by and among~~ (the ~~Company, MedQuist Transcriptions, Ltd. (~~“~~Transcriptions~~Employment Agreement”), ~~Holdings,~~which ~~the~~will ~~other~~govern ~~Loan~~his ~~Parties~~services ~~signatory~~as ~~thereto,~~CFO ~~the~~of ~~Lenders~~MedQuist ~~signatory thereto,~~Holdings and the ~~General~~Company ~~Electric~~and ~~Capital~~has ~~Corporation~~an asinitial ~~Agent~~expiration ~~for~~date ~~the~~of ~~Lenders dated October~~August 131, ~~2010 (as~~2014. ~~amended,~~After ~~restated,~~the ~~extended~~initial term, ~~supplemented~~the term orof ~~otherwise~~Mr. Scarboro’s ~~modified~~employment inagreement ~~writing~~will ~~from~~automatically ~~time~~renew tofor ~~time)~~successive one-year ~~and~~periods, ~~(ii) that~~unless ~~certain~~either ~~Senior~~party ~~Subordinated~~elects ~~Note~~not ~~Purchase~~to ~~Agreement~~renew ~~by and among~~ the ~~Company,~~term. ~~CBay and~~If ~~Transcriptions~~MedQuist ~~as the issuers,~~ Holdings ~~and~~elects ~~BlackRock~~not ~~Kelso Capital Corporation, Pennantpark~~to ~~Investment~~extend ~~Corporation,~~the ~~Citibank~~term, NMr.A. Scarboro ~~and~~will ~~THL~~then ~~Credit,~~receive ~~Inc.~~severance asbenefits ~~the purchasers dated September 30, 2010 (~~as ~~amended,~~if ~~restated,~~he ~~extended,~~had ~~supplemented~~been orterminated without ~~otherwise~~cause ~~modified~~(those inseverance ~~writing~~benefits ~~from~~are ~~time~~further ~~to time~~described below).

~~The~~Under ~~foregoing~~the ~~description~~Employment isAgreement, ~~qualified~~Mr. Scarboro inreceived ~~its~~a ~~entirety~~$300,000 bysigning ~~reference~~bonus and is entitled to ~~the~~an ~~full~~initial ~~text~~annual base salary of $350,000. Mr. Scarboro is eligible to participate in MedQuist Holdings’ Management Incentive Plan (the “Incentive Plan”) and his incentive target for 2011 is ~~Note~~$157,500 ~~which~~and is ~~attached~~contingent ason ~~Exhibit~~the achievement of pre-established incentive plan target objectives set for Mr. 10Scarboro and MedQuist Holdings.1 toMr. Scarboro’s ~~this~~incentive ~~Current~~target ~~Report~~for 2011 will be prorated based on ~~Form~~his 8date of commencement with MedQuist Holdings. For future years, Mr. Scarboro’s incentive target will be 45% of his then base salary contingent on pre-Kestablished incentive plan targets for each of those years, subject to an increased percentage at MedQuist Holdings’ discretion. In addition to his participation in the Incentive Plan, Mr. Scarboro is also eligible to earn performance based restricted stock awards for each of the fiscal years ended 2012 and ~~incorporated~~2013 and each fiscal year thereafter to the extent that the Employment Agreement is extended. The number of restricted shares Mr. Scarboro may earn is determined by dividing $300,000 by the fair market value of MedQuist Holdings’ common stock on the date of issuance as recommended by MedQuist Holdings’ Chief Executive Officer and approved by MedQuist Holdings’ Compensation Committee. Such performance based restricted shares shall be subject to time-based vesting in ~~this~~12 ~~Item~~substantially equal installments subject to Mr. 1Scarboro’s continued employment with MedQuist Holdings.01 byAdditionally, ~~reference~~MedQuist Holdings has agreed to reimburse Mr. Scarboro for any reasonable relocation expenses to facilitate his relocation to the Franklin, Tennessee area.

~~Item 9~~ In connection with the commencement of his employment, the Company granted Mr.~~01.~~ Scarboro ~~Other~~44,834 restricted ~~Events~~shares of MedQuist Holdings’ common stock pursuant to a Restricted Stock Award Agreement dated August 15, 2011 (the “Restricted Stock Agreement”), which shares will vest 8.34% of the total number of shares on the last day of each full fiscal quarter commencing on December 31, 2011, provided

~~(d)~~he remains continuously employed through that date and subject to full acceleration upon termination without cause or resignation with good reason. Mr. ~~Exhibits~~Scarboro’s restricted stock award is subject to a clawback provision. ~~The~~Under ~~Exhibit~~the terms of the clawback provision, if Mr. ~~Index~~Scarboro engages ~~attached~~in fraud that results in a financial restatement for MedQuist Holdings or if Mr. Scarboro knowingly or through gross negligence engages in misconduct resulting in a financial restatement, Mr. Scarboro will forfeit any or all of the shares of restricted stock granted to ~~this~~him. ~~Current~~If ~~Report~~he onhas sold ~~Form~~any 8of the shares during the three-Kyear isperiod ~~incorporated~~preceding the date on which MedQuist Holdings ~~herein~~determines byit ~~reference.~~needs to prepare a financial restatement, he will be required to repay to MedQuist Holdings the sales proceeds from such shares.

If Mr. Scarboro’s employment is terminated by MedQuist Holdings and the Company without cause, if he resigns with good reason or if MedQuist Holdings elects not to renew the term of his employment, the Employment Agreement provides that MedQuist Holdings will continue to pay him his base salary as in effect on the date of termination for a 12 month period thereafter and any annual bonus earned but unpaid as of the date of termination for the immediately preceding fiscal year. In addition, MedQuist Holdings will subsidize the cost of COBRA continuation of his group health benefits for 12 months, pay him a pro-rata bonus for the year of his termination, and all of Mr. Scarboro’s issued but unvested restricted shares will vest as of termination. These severance benefits are all conditioned upon Mr. Scarboro’s continued compliance with the restrictive covenants set forth in the Employment Agreement and his execution and delivery of a general release of claims against MedQuist Holdings, the Company and their affiliates.

The Employment Agreement contains customary non-solicitation and non-competition covenants that remain in effect for 12 months following any cessation of Mr. Scarboro’s employment.

There are no transactions in which Mr. Scarboro has an interest requiring disclosure under Item 404(a) of Regulation S-K or any family relationships requiring disclosure under Item 401(d) of Regulation S-K.

This summary is qualified in its entirety by the actual terms of the Employment Agreement and the Restricted Stock Award Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Departure of Chief Financial Officer

On September 1, 2011, Anthony James, the CFO of MedQuist Holdings and the Company, announced his resignation as CFO of MedQuist Holdings and the Company, effective as of September 2, 2011. Mr. James has agreed to continue employment with MedQuist Holdings and the Company until October 1, 2011 primarily to assist Mr. Scarboro with the transition.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit
	10.1	Employment Agreement, dated August 15, 2011, by and between MedQuist Holdings Inc. and Ronald L. Scarboro.
	10.2	Restricted Stock Award Agreement, dated August 15, 2011, by and between MedQuist Holdings Inc. and Ronald L. Scarboro.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has ~~duly~~ duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MedQuist Inc.
Date: September 8, 2011	MedQuist Inc.
Date: August 24, 2011	By:	/s/ Mark R. Sullivan
	By:	/s/ Mark R. Sullivan
		Name:	Mark R. Sullivan
		Mark R. Sullivan
		Title:	General Counsel, Chief Compliance Officer & Secretary
		General Counsel and Chief Compliance Officer

Exhibit Index

Exhibit No.		~~Description of Exhibit~~	Description of Exhibit
~~10.1~~	10.1	~~Subordinated Intercompany Note in favor of MedQuist Inc. by CBay Inc. dated August 18, 2011~~	Employment Agreement, dated August 15, 2011, by and between MedQuist Holdings Inc. and Ronald L. Scarboro.
	10.2		Restricted Stock Award Agreement, dated August 15, 2011, by and between MedQuist Holdings Inc. and Ronald L. Scarboro.

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