MODL / Victory Portfolios II - VictoryShares WestEnd U.S. Sector ETF - Документы SEC, Годовой отчет, Доверенное заявление

MODL / Mmodal Inc. / STEINBERG ASSET MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

- FORM 15-12G

Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35069 MMODAL INC. (Exact name of registrant as specified in

- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-3

Post Effective Amendment No. 2 to Form S-3 As filed with the Securities and Exchange Commission on August 21, 2012 Registration No. 333-180636 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MMODAL INC. (Exact name of registrant as specified in its charter) Delaware 98-0676666 (

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on August 21, 2012 Registration No. 333-175472 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MMODAL INC. (Exact name of registrant as specified in its charter) Delaware 98-0676666 (

- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on August 21, 2012 Registration No. 333-176385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MMODAL INC. (Exact name of registrant as specified in its charter) Delaware 98-0676666 (

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on August 21, 2012 Registration No. 333-175474 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MMODAL INC. (Exact name of registrant as specified in its charter) Delaware 98-0676666 (

Termination of a Material Definitive Agreement - FORM 8-K

Form 8-K 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 17, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File N

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MMODAL INC.

Amended and Restated Certificate of Incorporation of MModal Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MMODAL INC. 1. Name. The name of the corporation is MModal Inc. (the “Corporation”). 2. Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Stree

AMENDED AND RESTATED MMODAL INC. (the “Corporation”) ARTICLE I

Amended and Restated Bylaws of MModal Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MMODAL INC. (the “Corporation”) ARTICLE I STOCKHOLDERS 1.1 Meetings. 1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held

Quarterly Report - MODL 6.30.12 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35069 MMODAL IN

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d399588d8k.htm MMODAL INC. FORM 8-K 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 17, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of

M*Modal and One Equity Partners Announce Successful Tender Offer to Acquire M*Modal

Joint Press Release Exhibit (a)(1)(K) M*Modal and One Equity Partners Announce Successful Tender Offer to Acquire M*Modal Franklin, Tenn.

- SC 14D9 AMENDMENT NO. 7

SC 14D9 Amendment No. 7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Number of Cl

- SC TO-T AMENDMENT NO. 8

SC TO-T Amendment No. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Per

MERRILL LYNCH, PIERCE, FENNER & SMITH One Bryant Park New York, NY 10036 BANK OF AMERICA, N.A. One Bryant Park New York, NY 10036

Amendment No. 1 to Amended and Restated Debt Commitment Letter Exhibit (b)(3) MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036 BANK OF AMERICA, N.A. One Bryant Park New York, NY 10036 ROYAL BANK OF CANADA Three World Financial Center 200 Vesey Street New York, NY 10281 SUNTRUST ROBINSON HUMPHREY, INC. SUNTRUST BANK 303 Peachtree Street Atlanta, GA 30308 Highly

- SC-TO-T AMENDMENT NO. 7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Person (Parent of Offeror))

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 10, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File N

- SC 14D9 AMENDMENT NO. 6

SC 14D9 Amendment No. 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Number of Cl

- SC-TO-T AMENDMENT NO. 6

SC-TO-T Amendment No. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Per

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 d394939dex21.htm AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, DATED AUGUST 10, 2012 Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER is entered into this 10th day of August, 2012 (this “Amendment”), by and among Legend Parent, Inc., a Delaware corporation (“Parent”), Legend Acquisition Sub, Inc., a Delaware corporatio

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

EX-99.(D)(9) 2 d394873dex99d9.htm AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER Exhibit (d)(9) AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER is entered into this 10th day of August, 2012 (this “Amendment”), by and among Legend Parent, Inc., a Delaware corporation (“Parent”), Legend Acquisition Sub, Inc., a Delaware corporation and a whol

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE MMODAL INC. SHAREHOLDER LITIGATION ) ) ) CONSOLIDATED C.A. No. 7675-VCP MEMORANDUM OF UNDERSTANDING

Memorandum of Understanding, dated August 8, 2012 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE MMODAL INC.

M*Modal and One Equity Partners Announce Extension of Offer to Acquire M*Modal and Settlement with Putative Class Action Plaintiffs

EX-99.(A)(1)(J) 2 d393666dex99a1j.htm JOINT PRESS RELEASE ISSUED BY ONE EQUITY PARTNERS AND MMODAL INC. M*Modal and One Equity Partners Announce Extension of Offer to Acquire M*Modal and Settlement with Putative Class Action Plaintiffs Franklin, Tenn. and New York, New York – August 8, 2012 – M*Modal (MModal Inc. – NASDAQ/GS: MODL) and One Equity Partners (“OEP”), the private investment arm of JP

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K MMODAL INC.

Form 8-K MModal Inc. 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 8, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commis

Legend Parent, Inc. Legend Acquisition Sub, Inc. c/o One Equity Partners V, L.P. 320 Park Avenue New York, New York 10022

EX-99.(D)(8) 5 d393666dex99d8.htm WAIVER OF CERTAIN SUPPORT AGREEMENT OBLIGATIONS, DATED AUGUST 8, 2012 Legend Parent, Inc. Legend Acquisition Sub, Inc. c/o One Equity Partners V, L.P. 320 Park Avenue New York, New York 10022 August 8, 2012 S.A.C. PEI CB Investment, L.P. S.A.C. PEI CB Investment II, LLC International Equities (S.A.C. Asia) Limited S.A.C. MultiQuant Fund, LLC c/o S.A.C. Capital Adv

- SC 14D-9 AMENDMENT NO. 5

SC 14D9/A 1 d393973dsc14d9a.htm SC 14D-9 AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D–9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securiti

Legend Parent, Inc. Legend Acquisition Sub, Inc. c/o One Equity Partners V, L.P. 320 Park Avenue New York, New York 10022

Waiver of certain Merger Agreement obligations, dated August 8, 2012 Legend Parent, Inc.

- SC TO-T AMENDMENT NO. 5

SC TO-T Amendment No. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Per

Quarterly Report - MODL 6.30.12 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35069 MMODAL INC.

Summary of Designated Independent Directors Compensation Program Designated independent members of the Board of Directors of MModal, Inc. (the “Company”) shall be compensated as follows: Annual Retainer: Directors - $50,000 annually, payable quarterl

Exhibit 10.3 Summary of Designated Independent Directors Compensation Program Designated independent members of the Board of Directors of MModal, Inc. (the “Company”) shall be compensated as follows: Annual Retainer: Directors - $50,000 annually, payable quarterly in arrears, pro-rated as applicable. Chairman of the Audit Committee - an additional $10,000 paid in two installments, payable quarterl

M*Modal Reports Second Quarter Results

Press release FOR IMMEDIATE RELEASE Investor Contacts: Ron Scarboro Tripp Sullivan Chief Financial Officer Corporate Communications, Inc ron.

EX-10.5

lease

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d390064d8k.htm FORM 8-K 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 7, 2012 MModal Inc. (Exact name of registrant as specified in its charter) Delaware 001-35069 98-0676666 (State or other jurisdiction of incorpor

- SC 14D-9 AMENDMENT NO. 4

SC 14D-9 Amendment No. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D–9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Number of C

WAIVER AGREEMENT

Exhibit 10.6 WAIVER AGREEMENT THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of May 18, 2012 by and among MModal CB Inc. (f/k/a CBay Inc.), a Delaware corporation, MModal MQ Inc. (f/k/a Medquist Inc.), a New Jersey corporation, MModal Services, Ltd. (f/k/a Medquist Transcriptions, Ltd.), a New Jersey corporation (collectively, the “Borrowers”), MModal Inc. (f/k/a MedQuist Holdings Inc

MMODAL INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS

Exhibit 10.4 MMODAL INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award” or “Agreement”) is made by and between MModal Inc. (the “Company”) and [] (the “Grantee”) as of [] (the “Grant Date”). WHEREAS, the Company has adopted the MedQuist Holdings Inc. 2010 Equity Incentive Plan (the “Plan”), which Plan is incorporated herein by

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 3, 2012 MModal Inc. (Exact name of registrant as specified in its charter) Delaware 001-35069 98-0676666 (State or other jurisdiction of incorporation) (Commission Fi

M*MODAL ANNOUNCES PRELIMINARY SECOND QUARTER RESULTS CONSISTENT WITH 2012 PERFORMANCE GOALS

Press Release Exhibit 99.1 Corporate Headquarters 9009 Carothers Parkway, Suite C-2 Franklin, Tennessee 37067 Investor Contacts: Ron Scarboro Chief Financial Officer [email protected] (615) 798-4350 Tripp Sullivan Corporate Communications, Inc [email protected] (615) 324-7335 M*MODAL ANNOUNCES PRELIMINARY SECOND QUARTER RESULTS CONSISTENT WITH 2012 PERFORMANCE GOALS The discussion be

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 2, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File Nu

- SC 14D-9 AMENDMENT NO. 3

SC 14D-9 Amendment No. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D–9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Number of C

- SC TO-T AMENDMENT NO. 4

SC TO-T Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Per

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Amendment No. 1 to Agreement and Plan of Merger Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER is entered into this 2nd day of August, 2012 (this “Amendment”), by and among Legend Parent, Inc., a Delaware corporation (“Parent”), Legend Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger

- SC TO-T AMENDMENT NO. 3

SC TO-T Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Per

Project Legend Amended and Restated Commitment Letter

EX-99.(B)(2) 2 d386725dex99b2.htm AMENDED AND RESTATED DEBT COMMITMENT LETTER Exhibit (b)(2) EXECUTION VERSION MERRILL LYNCH, PIERCE, ROYAL BANK OF CANADA SUNTRUST ROBINSON FENNER & SMITH Three World Financial Center HUMPHREY, INC. INCORPORATED 200 Vesey Street SUNTRUST BANK One Bryant Park New York, NY 10281 303 Peachtree Street New York, NY 10036 Atlanta, GA 30308 BANK OF AMERICA, N.A. One Bryan

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE MMODAL INC. ) CONSOLIDATED SHAREHOLDER LITIGATION ) C.A. No. 7675-VCP PLAINTIFFS’ NOTICE OF FILING OF AMENDED CONSOLIDATED VERIFIED CLASS ACTION COMPLAINT To: VIA E-FILING VIA E-FILING Anne C. F

Amended Consolidated Verified Class Action Complaint Exhibit (a)(5)(D) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE MMODAL INC.

- SC TO-T AMENDMENT NO. 2

SC TO-T Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Per

- SCHEDULE 14D-9 AMENDMENT # 2

SC 14D9/A 1 d385296dsc14d9a.htm SCHEDULE 14D-9 AMENDMENT # 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D–9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Secu

- SC TO-T AMENDMENT NO. 1

SC TO-T Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Per

- SCHEDULE 14D-9 AMENDMENT # 1

Schedule 14D-9 Amendment # 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D–9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Number

M*Modal and One Equity Partners Announce Early Termination of HSR Waiting Period

Exhibit (a)(1)(l) M*Modal and One Equity Partners Announce Early Termination of HSR Waiting Period Franklin, Tenn.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d384785d8k.htm FORM 8-K 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): July 2, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EDWARD FORSTEIN C.A. No. Plaintiff, v. MMODAL INC., ROGER L. DAVENPORT, V. RAMAN KUMAR, FRANK BAKER, PETER BERGER, ROBERT J. GRECZYN JR., JEFFREY HENDREN, KENNETH JOHN MCLACHLAN, JAMES PATRICK NOLAN,

Complaint filed by Edward Forstein Exhibit (a)(5)(B) EFiled: Jul 9 2012 11:06AM EDT Transaction ID 45209627 Case No.

- SCHEDULE TO-T

Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MMODAL INC. (Name of Subject Company) LEGEND ACQUISITION SUB, INC. (Name of Filing Person (Offeror)) a wholly-owned subsidiary of LEGEND PARENT, INC. (Name of Filing Person (Parent of Offeror)) ONE

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Confidentiality Agreement Exhibit (d)(3) CONFIDENTIAL April 11, 2012 One Equity Partners IV, L.

LIMITED GUARANTY July 2, 2012

Limited Guaranty Exhibit (d)(2) LIMITED GUARANTY July 2, 2012 MModal Inc. 9009 Carothers Parkway Franklin, Tennessee 37067 Ladies and Gentlemen: This Limited Guaranty (this “Limited Guaranty”) is being delivered by One Equity Partners V, L.P.(the “Guarantor”) to MModal Inc. (the “Company”) in connection with the execution of the Agreement and Plan of Merger, dated as of the date hereof, by and amo

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by

Summary Advertisement as published in the Wall Street Journal on 07/17/2012 Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock MMODAL INC. a Delaware Corporation $14.00 Net Per Share LEGEND ACQUISITION SUB, INC. a wholly owned direct subsidiary of LEGEND PARENT, INC.

Offer to Purchase Table of Contents Exhibit 99(a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of MMODAL INC.

EMPLOYMENT AGREEMENT

Employment Agreement by and between the Company and Albert J. Musciano Exhibit (e)(32) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MModal Inc. (the “Company”) and Albert J Musciano (the “Executive”). The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment; Executive desires to accept such employment and enter into

EMPLOYMENT AGREEMENT

Exhibit (e)(34) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) by and between MModal Inc.

IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE SCOTT PHILLIPS, individually and on behalf of all others similarly situated, Plaintiff, v. ROGER L. DAVENPORT, V. RAMAN KUMAR, FRANK BAKER, JEFFREY HENDREN, JAMES PATRICK NOLAN, HENRY C. WOLF, ANDREW

Complaint filed by Scott Phillips Exhibit (a)(5)(C) EFiled: Jul 10 2012 4:16PM EDT Transaction ID 45242309 Case No.

LETTER OF TRANSMITTAL To Tender Shares of Common Stock MMODAL INC. a Delaware Corporation $14.00 Net Per Share Pursuant to the Offer to Purchase Dated July 17, 2012 LEGEND ACQUISITION SUB, INC. a wholly owned direct subsidiary of LEGEND PARENT, INC.

Letter of Transmittal Exhibit 99(a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of MMODAL INC.

- MMODAL INC. SCHEDULE 14D-9

MModal Inc. Schedule 14D-9 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D–9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Num

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036 BANK OF AMERICA, N.A. One Bryant Park New York, NY 10036

Exhibit (b)(1) MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036 BANK OF AMERICA, N.

Offer To Purchase For Cash All Outstanding Shares of Common Stock MMODAL INC. a Delaware corporation $14.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 17, 2012 LEGEND ACQUISITION SUB, INC., a wholly owned direct subsidiary of LEGEND P

Broker Dealer Letter Exhibit 99(a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MMODAL INC.

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock MMODAL INC. a Delaware Corporation $14.00 Net Per Share Pursuant to the Offer to Purchase Dated July 17, 2012 LEGEND ACQUISITION SUB, INC. a wholly owned direct subsidiary of LEGEND P

Notice of Guaranteed Delivery Exhibit 99(a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of MMODAL INC.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ALAN KAHN, ) ) Plaintiff, ) ) v. ) C.A. No. ) ROGER L. DAVENPORT, V. RAMAN ) KUMAR, FRANK BAKER, PETER ) BERGER, ROBERT J. GRECZYN, ) JEFFREY HENDREN, KENNETH J. ) MCLACHLAN, JAMES P. NOLAN, COLIN ) J

Exhibit (a)(5)(A) EFiled: Jul 6 2012 10:45 AM EDT Transaction ID 45183754 Case No.

One Equity Partners 320 Park Avenue New York, New York 10022

EX-99.(D)(4) 15 d377383dex99d4.htm EQUITY COMMITMENT LETTER Exhibit (d)(4) One Equity Partners 320 Park Avenue New York, New York 10022 July 2, 2012 Legend Parent, Inc. Legend Acquisition Sub, Inc. c/o One Equity Partners V, L.P. 320 Park Avenue New York, New York 10022 Re: Equity Commitment Letter Gentlemen: It is contemplated that, pursuant to an Agreement and Plan of Merger (as the same may be

Offer To Purchase For Cash All Outstanding Shares of Common Stock MMODAL INC. a Delaware corporation $14.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 17, 2012 LEGEND ACQUISITION SUB, INC., a wholly owned direct subsidiary of LEGEND P

Client Letter Exhibit 99(a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MMODAL INC.

SUPPORT AGREEMENT

Support Agreement Exhibit (d)(5) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of July 2, 2012, is by and among Legend Parent, Inc.

One Equity Partners Affiliate Commences Tender Offer for All Shares of M*Modal Previously Announced Offer Price of $14.00 Per Share in Cash

EX-99.(A)(1)(H) 8 d377383dex99a1h.htm JOINT PRESS RELEASE Exhibit (a)(1)(H) One Equity Partners Affiliate Commences Tender Offer for All Shares of M*Modal Previously Announced Offer Price of $14.00 Per Share in Cash Franklin, Tenn. and New York, New York – July 17, 2012 – M*Modal (MModal Inc. – NASDAQ/GS: MODL) and One Equity Partners (OEP), the private investment arm of JP Morgan Chase & Co., tod

M*Modal Employee Q&A

Exhibit 99.4 M*Modal Employee Q&A General Questions 1. Why sell the Company? I didn’t know we were for sale? Our Board of Directors, after considering a number of factors and receiving advice from its advisers, has determined that this transaction is in the best interest of our shareholders and has recommended that the Company’s shareholders tender their shares into the tender offer. 2. How did yo

You’ve Got VMail

E-Mail to Employees, dated July 2, 2012 Exhibit 99.2 You’ve Got VMail Today we announced that we have entered into a definitive agreement with affiliates of One Equity Partners, the private investment arm of JP Morgan Chase & Co., pursuant to which One Equity Partners will acquire M*Modal. As a result, M*Modal will become a privately-held company once the transaction closes, which is expected to o

- SCHEDULE TO TENDER OFFER STATEMENT

Schedule TO Tender Offer Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): July 2, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File Numb

AGREEMENT AND PLAN OF MERGER by and among LEGEND PARENT, INC., LEGEND ACQUISITION SUB, INC. MMODAL INC. Dated as of July 2, 2012 TABLE OF CONTENTS PAGE ARTICLE I THE OFFER AND THE MERGER Section 1.1. The Offer 2 Section 1.2. Company Actions 5 Section

Agreement and Plan of Merger, dated as of July 2, 2012, by and among Legend Exhibit 2.

M*MODAL INVESTOR CONFERENCE CALL

Transcript of Analyst/Investor Conference Call, held on July 3, 2012 Exhibit 99.5 Transcript M*MODAL INVESTOR CONFERENCE CALL Moderator: Vern Davenport, Chairman and CEO July 3, 2012 7:30 am CT Operator: Ladies and gentlemen, thank you for standing by. Welcome to the M*Modal Inc. investor conference call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will

M*Modal to Be Acquired for Approximately $1.1 Billion by One Equity Partners M*Modal Shareholders to Receive $14.00 per Share in Cash

Press Release, issued by the Company, dated July 2, 2012 Exhibit 99.1 M*Modal to Be Acquired for Approximately $1.1 Billion by One Equity Partners M*Modal Shareholders to Receive $14.00 per Share in Cash Franklin, Tenn. and New York – July 2, 2012 – M*Modal (MModal Inc. – NASDAQ/GS: MODL), a leading provider of clinical documentation services and Speech Understanding™ solutions, and One Equity Par

M*Modal to Be Acquired for Approximately $1.1 Billion by One Equity Partners M*Modal Shareholders to Receive $14.00 per Share in Cash

Press Release, issued by the Company, dated July 2, 2012 Exhibit 99.1 M*Modal to Be Acquired for Approximately $1.1 Billion by One Equity Partners M*Modal Shareholders to Receive $14.00 per Share in Cash Franklin, Tenn. and New York – July 2, 2012 – M*Modal (MModal Inc. – NASDAQ/GS: MODL), a leading provider of clinical documentation services and Speech Understanding™ solutions, and One Equity Par

- SCHEDULE 14D-9C

Schedule 14D-9C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D–9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MModal Inc. (Name of Subject Company) MModal Inc. (Names of Person Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Number of Class of Securities) K

To Our Valued Customers & Partners

E-Mail to Customers and Partners, dated July 2, 2012 Exhibit 99.3 To Our Valued Customers & Partners Today we announced that we have entered into a definitive agreement with affiliates of One Equity Partners, the private investment arm of JP Morgan Chase & Co., pursuant to which One Equity Partners will acquire M*Modal. M*Modal will become a privately-held company once the transaction closes, whic

MODL / Mmodal Inc. / Lehman Brothers Commercial Corp Asia Ltd - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MModal Inc. (Name of Issuer) Common stock, par value US$0.10 per share (Title of Class of Securities) 60689B107 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): May 3, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

MMODAL INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

Form of Restricted Stock Unit Award Agreement Exhibit 10.1 MMODAL INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between MModal Inc. (f/k/a MedQuist Holdings Inc.) (the “Company”) and (“Participant”) as of this day of , 201 (the “Effective Date”). WHEREAS, the Company has adopted the MedQuist Holdings Inc. 2010 Equity Incenti

MMODAL INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT

Form of Restricted Stock Unit Award Agreement Exhibit 10.2 MMODAL INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between MModal Inc. (f/k/a MedQuist Holdings Inc.) (the “Company”) and (“Participant”) as of this day of , 201 (the “Effective Date”). WHEREAS, the Company has adopted the MedQuist Holdings Inc. 2010 Equity Incen

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Correspondence June 15, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: MModal Inc.

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Correspondence June 12, 2012 VIA EDGAR Mark P. Shuman Branch Chief - Legal Division of Corporate Finance 100 F Street NE United States Securities and Exchange Commission Washington, DC 20549 Re: MModal Inc. Amendment No 1. To Registration Statement on Form S-3 Filed May 18, 2012 File No. 333-180636 Dear Mr. Shuman: We are writing to respond to the comment letter dated May 31, 2012 (the “Letter”) f

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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): June 1, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File Numb

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Correspondence to the SEC May 18, 2012 VIA EDGAR Mark P. Shuman Branch Chief - Legal Division of Corporate Finance 100 F Street NE United States Securities and Exchange Commission Washington, DC 20549 Re: MModal Inc. Registration Statement on Form S-3 Filed April 10, 2012 File No. 333-180636 Dear Mr. Shuman: We are writing to respond to the comment letter dated May 1, 2012 (the “Letter”) from the

- MMODAL INC. S-3 AMENDMENT #1

MModal Inc. S-3 Amendment #1 Table of Contents As filed with the Securities and Exchange Commission on May 18, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MMODAL INC. (Exact name of registrant as specified in its charter) Delaware 98-0676666 (State of incorporation) (IRS Employer Ide

Quarterly Report -

10-Q 1 modl3311210q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

SEPARATION AND RELEASE AGREEMENT

SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made as of March 21, 2012 by and between Kevin M.

SEPARATION AND RELEASE AGREEMENT

SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made as of March 21, 2012 by and between Mark R.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): May 8, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

M*Modal Reports First Quarter Results

FOR IMMEDIATE RELEASE Investor Contacts: Ron Scarboro Tripp Sullivan Chief Financial Officer Corporate Communications, Inc ron.

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 10, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): March 20, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Investor Meetings

Investor Meeting Presentation Investor Meetings March 2012 Exhibit 99.1 Information provided and statements contained in this presentation that are not purely historical, such as statements regarding our 2012 performance goals, our business strategy and proposed investments, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securitie

MMODAL INC. (F/K/A MEDQUIST HOLDINGS INC.) RESTRICTED STOCK AWARD AGREEMENT

MMODAL INC. (F/K/A MEDQUIST HOLDINGS INC.) RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award” or “Agreement”) is made by and between MModal Inc. (the “Company”) and [see schedule below] (the “Grantee”) as of [see schedule below] (the “Effective Date”). WHEREAS, the Company has adopted the MModal Inc. 2010 Equity Incentive Plan (the “Plan”), which Plan is incorpora

April 21, 2005

April 21, 2005 Mark R. Sullivan 432 Oldershaw Avenue Moorestown, NJ 08057 Dear Mark: On behalf of MedQuist Inc. (the “Company”), this Agreement describes your severance benefits should your employment with the Company terminate pursuant to the conditions set out below. For purposes of this Agreement, you are referred to as the “Employee.” 1.Employment At-Will. Nothing contained in this Agreement i

April 21, 2005

April 21, 2005 Michael Clark 42225 N. Olympic Fields Court Anthem, AZ 85086 Dear Mike: On behalf of MedQuist Inc. (the “Company”), this Agreement describes your severance benefits should your employment with the Company terminate pursuant to the conditions set out below. For purposes of this Agreement, you are referred to as the “Employee.” 1.Employment At-Will. Nothing contained in this Agreement

MEDQUIST HOLDINGS INC. RESTRICTED STOCK AWARD AGREEMENT

MEDQUIST HOLDINGS INC. RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award” or “Agreement”) is made by and between MedQuist Holdings Inc. (the “Company”) and [see schedule below] (the “Grantee”) as of this 11th day of July, 2011 (the “Effective Date”). WHEREAS, the Company has adopted the MedQuist Holdings Inc. 2010 Equity Incentive Plan (the “Plan”), which Plan is

MModal Inc. Subsidiary Listing

Exhibit 21.1 MModal Inc. Subsidiary Listing • MModal CB Inc. (f/k/a CBay Inc.) • MModal MQ Inc. (f/k/a MedQuist, Inc.) • MModal IP LLC (f/k/a MedQuist IP LLC) • MedQuist of Delaware, Inc. • MedQuist CM LLC • MModal Services, Ltd. (f/k/a MedQuist Transcriptions, Ltd.) • MModal Canada Co. (f/k/a MedQuist Canada) • MModal Limited (f/k/a Speech MachinesLimited) • MModal Systems & Services Inc. (f/k/a

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.

May 18, 2009

May 18, 2009 Mr. Kevin Piltz c/o MedQuist 1000 Bishops Gate Blvd. Mt. Laurel, NJ 08057 Dear Kevin: On behalf of MedQuist Inc. (the “Company”), this Agreement describes the terms of your new employment as the Company's Senior Vice President and Chief Information Officer, which will commence on May 18, 2009 (the “Employment Commencement Date”). For purposes of this Agreement, you are referred to as

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.

Annual Report - MMODAL INC. 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission file number 1-35069 MMODAL INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of 98-0676666 incorporation or organization) (I.R.S.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.

AMENDED AND RESTATED THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER AGREEMENT

Amended & Restated Third Amendment to Credit Agreement Exhibit 10.1 Execution Version AMENDED AND RESTATED THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER AGREEMENT THIS AMENDED AND RESTATED THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER AGREEMENT (this “Amendment”) is entered into as of March 12, 2012 by and among MModal CB Inc. (f/k/a CBay Inc.), a Delaware corporation, MModal MQ Inc. (f/k/a Medq

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - MMODAL INC. FORM 8-K

MModal Inc. Form 8-K 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): March 7, 2012 MModal Inc. (Exact name of registrant as specified in its charter) Delaware 001-35069 98-0676666 (State or other jurisdiction of incorporation) (Com

- AMENDED & RESTATED THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE.

Amended & Restated Third Amendment to Senior Subordinated Note. Exhibit 4.1 Execution Copy AMENDED AND RESTATED THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND WAIVER AGREEMENT THIS AMENDED AND RESTATED THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND WAIVER AGREEMENT (this “Amendment”) is entered into as of March 7, 2012 by and among MModal CB Inc. (f/k/a CBay

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): March 7, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File Num

M*Modal Reports Fourth Quarter Results

Press Release FOR IMMEDIATE RELEASE Investor Contacts: Ron Scarboro Tripp Sullivan Chief Financial Officer Corporate Communications, Inc ron.

MODL / Mmodal Inc. / S A C CAPITAL MANAGEMENT L L C Passive Investment

SC 13G 1 m7412026a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MModal Inc. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 60689B107 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): February 2, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File

M*Modal Reaches Majority Independent Board with Addition of Henry C. Wolf

Press Release Exhibit 99.1 Corporate Headquarters 9009 Carothers Parkway, Suite C-2 Franklin, Tennessee 37067 Investor Contacts: Media Contact: Ron Scarboro Tripp Sullivan Thomas Mitchell Chief Financial Officer Corporate Communications, Inc. Director of Marketing [email protected] [email protected] [email protected] (615) 798-4350 (615) 324-7335 (615) 798-6630 M*Modal Reach

UBS 22

UBS 22nd Annual Global Healthcare Services Conference Presentation UBS 22 nd Annual Global Healthcare Services Conference February 2012 Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 7, 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) (

- EMPLOYMENT AGREEMENT

Employment Agreement Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc. (the “Company”) and Amy Amick (the “Executive”). The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment; Executive desires to accept such employment and enter into such an agreement; In consideration of the premis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): January 23, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File

Investor Marketing

Investor Meeting - January 2012 Investor Marketing January 2012 1 © 2012 MModal IP LLC, All rights reserved – Confidential Information Collaborative Intelligence for Health – © 2012 MModal IP LLC, All rights reserved.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K/A 1 d290038d8ka.htm FORM 8-K - AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 25, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (Stat

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - MMODAL INC. FORM 8-K

MModal Inc. Form 8-K 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): January 25, 2012 MModal Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Comm

Investor Marketing

Investor Meeting - January 2012 Investor Marketing January 2012 1 © 2012 MModal IP LLC, All rights reserved – Confidential Information Collaborative Intelligence for Health – © 2012 MModal IP LLC, All rights reserved.

MedQuist Holdings Becomes M*Modal Strategy Unifies Industry-Leading Clinical Documentation and Technology-Enabled Services

Press Release Exhibit 99.1 Corporate Headquarters 9009 Carothers Parkway, Suite C-2 Franklin, Tennessee 37067 Investor Contacts: Media Contact: Ron Scarboro Tripp Sullivan Thomas Mitchell Chief Financial Officer Corporate Communications, Inc. Director of Marketing [email protected] [email protected] [email protected] (615) 798-4350 (615) 324-7335 (615) 798-6630 MedQuist Holding

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): January 23, 2012 MModal Inc. (Exact name of registrant as specified in charter) Delaware 001-35069 98-0676666 (State or Other Jurisdiction of Incorporation) (Commission File

STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER MERGING MMODAL INC. WITH AND INTO MEDQUIST HOLDINGS INC.

Certificate of Ownership and Merger Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER MERGING MMODAL INC. WITH AND INTO MEDQUIST HOLDINGS INC. Pursuant to Section 253 of the General Corporation Law of the State of Delaware, MedQuist Holdings Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of MModal I

BY-LAWS MMODAL INC., AS AMENDED ARTICLE I

By-Laws of MModal Inc. Exhibit 3.2 BY-LAWS OF MMODAL INC., AS AMENDED ARTICLE I Offices SECTION 1.01 Registered Office. MModal Inc. (the “Corporation”) shall maintain its registered office in the State of Delaware at The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801 or at such other location as determined by the Board of Directors in accordance wit