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): August 1017, 2012

MModal Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-35069	98-0676666
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

(866) 295-4600

(Registrant’s telephone number, including area code)

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~~Introduction ~~Entry into a Material Definitive Agreement.~~

OnAs ~~August~~previously reported, on July 102, 2012, MModal Inc., a Delaware corporation (the “Company”), entered into ~~Amendment~~an ~~No. 2 (the “Amendment”) to the~~ Agreement and Plan of Merger, ~~dated as of July 2, 2012, as amended by Amendment No. 1 dated August 2, 2012~~ (as ~~it may be further~~ amended, the “Merger Agreement”)~~, by and among~~ with Legend Parent, Inc., a Delaware corporation (“Parent”), and Legend Acquisition Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of One Equity Partners V, L.P. (“OEP”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, on July 17, 2012, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, $0.10 par value per share, of the Company (“Shares”) at a purchase price of $14.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes.

~~The~~On ~~Amendment~~August 15, ~~deletes~~2012, the Company and OEP announced the results of the Offer. On August 17, 2012, Merger Sub’s accepted ~~right~~the toShares ~~terminate~~tendered ~~its~~in ~~pending~~the ~~tender~~Offer ~~offer~~for (payment and paid for such Shares and the ~~“Offer”)~~Company ifand atOEP ~~any then-scheduled~~announced ~~expiration~~the completion of the Offer. Also on August 17, 2012, because Merger Sub then owned more than 90% of the ~~debt~~outstanding ~~financing~~Shares, ~~has~~in accordance ~~not~~with ~~been~~the ~~received~~Merger Agreement and as permitted by ~~Parent~~applicable ~~(either~~law, ~~directly~~Merger orSub ~~through~~merged ~~its~~with ~~subsidiaries~~and into the Company (the “Merger”). ~~and~~At the ~~lenders~~effective ~~party~~time toof the ~~debt~~Merger ~~commitment~~(the ~~letter~~“Effective ~~shall~~Time”), (i) the Company was the surviving corporation in the Merger and now is a wholly owned direct subsidiary of Parent and (ii) each outstanding Share not ~~have~~validly ~~definitively~~tendered, accepted for payment and ~~irrevocably~~paid ~~confirmed~~for pursuant to the Offer, other than Shares held by the Company as treasury stock, by Parent ~~and~~or Merger Sub, ~~that~~or by stockholders of the ~~debt~~Company ~~financing~~who validly exercise their appraisal rights in anaccordance ~~amount~~with ~~sufficient~~Section 262 toof ~~consummate~~the Delaware General Corporation Law, as amended, was converted into the right to receive the Offer Price, ~~the~~net ~~Merger~~to ~~(as~~the ~~defined~~seller thereof in ~~the~~cash, ~~Merger~~without ~~Agreement)~~interest thereon and ~~the~~less ~~other~~any ~~transactions~~applicable ~~contemplated~~withholding bytaxes. Following the ~~Merger~~Effective ~~Agreement~~Time, the Shares will be ~~available~~delisted atfrom ~~the~~The ~~Offer~~NASDAQ ~~closing~~Global onSelect Market, and will be deregistered under the ~~terms~~Securities Exchange Act of 1934, as amended, and ~~conditions~~the ~~set~~Company ~~forth~~will inno longer file periodic reports with the ~~debt~~Securities ~~commitment~~and ~~letter~~Exchange Commission on account of the Shares.

~~The~~Item ~~Offer is scheduled to expire at 11:59 p~~1.m02., ~~New~~Termination ~~York City~~of ~~time,~~a onMaterial ~~Tuesday,~~Definitive August 14, 2012, unless further extended, and remains subject to the other conditions described in the tender offer materials previously filed with the Securities and Exchange Commission (the “SEC”)Agreement.

~~The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.~~1 ~~hereto and is incorporated herein by reference~~. Credit Agreement

~~Important~~On August 17, ~~Additional~~2012, ~~Information~~immediately prior to the Effective Time, the Company paid an aggregate amount of approximately $171.4 million (including outstanding borrowings, accrued interest and ~~Where~~legal tofees) in satisfaction of all of its outstanding ~~Find~~obligations Itunder that certain Credit Agreement dated October 1, 2010 (as amended, the “Existing Credit Agreement”), among the Company, the guarantors party thereto, the lenders party thereto (the “Lenders”), the L/C issuers party thereto (the “L/C Issuers”) and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and the L/C Issuers, and terminated the Existing Credit Agreement. Such amount did not include any material prepayment penalties or break fees.

~~This Current Report on Form 8-K (this “Current Report”) is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities~~2. OnSenior ~~July 17,~~Subordinated ~~2012,~~Notes ~~affiliates~~due of One Equity Partners (“OEP”) filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC. Thereafter, the Company filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase shares of the Company’s common stock is only being made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and security holders are urged to read both the tender offer statement (including an offer to purchase, a related letter of transmittal and the other offer documents) and the solicitation/recommendation statement regarding the tender offer, as they may be amended from time to time, because they contain important information that should be read carefully before making any decision with respect to the tender offer. The tender offer statement has been filed with the SEC by affiliates of OEP, and the solicitation/recommendation statement has been filed with the SEC by the Company. Investors and security holders may obtain a free copy of these statements, the merger agreement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the tender offer. In addition, the tender offer statement and related documentation may be obtained for free by directing such requests to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York 10038, Toll-Free Telephone: (888) 505-6583 or email: MModal@georgeson.com, and the solicitation/recommendation statement and related documents may be obtained for free by directing such requests to the Company at Investor Relations, 9009 Carothers Parkway, Suite C-2, Franklin, Tennessee, or ir@mmodal.com. 2016

~~Forward-Looking~~On ~~Statements~~August 17, 2012, immediately prior to the Effective Time, the Company paid an aggregate amount of approximately $99.8 million in satisfaction of all of its outstanding obligations under that certain Note Purchase Agreement dated September 30, 2010 (as amended, the “Note Purchase Agreement”), among the Company, the issuers party thereto the guarantors party thereto and the purchasers party thereto and terminated the Note Purchase Agreement. Such amount includes approximately $14.8 million of prepayment penalties and accrued but unpaid interest.

Information provided and statements contained in this Current Report that are not purely historical, such as statements regarding expectations about the tender offer or future business plans, prospective performance and opportunities, the expected timing of the completion of the transaction and the ability to complete the transaction considering the various closing conditions, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this Current Report, and the Company assumes no obligation to update the information included in this Current Report. Statements made in this

Current Report that are forward-looking in nature may involve risks and uncertainties. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the possibility that the transaction does not close, the risk that business disruption relating to the transaction may be greater than anticipated, the failure to obtain any required financing on favorable terms and other specific risk factors discussed herein and in other releases and public filings made by the Company (including filings by the Company with the SEC). Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this Current Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1		Amendment No. 2 to Agreement and Plan of Merger, dated as of August 10, 2012, by and among Legend Parent, Inc., Legend Acquisition Sub, Inc. and MModal Inc.

SIGNATURES

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

Exhibit Index

Exhibit No.		Description of Exhibit
2.1		Amendment No. 2 to Agreement and Plan of Merger, dated as of August 10, 2012, by and among Legend Parent, Inc., Legend Acquisition Sub, Inc. and MModal Inc.

MModal Inc.

/s/ Kathryn F. Twiddy

Date: August 10, 2012

Kathryn F. Twiddy, Chief Legal Officer

Date: August 17, 2012

Kathryn F. Twiddy, Chief Legal Officer

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