MODL Pengajuan SEC - Victory Portfolios II - VictoryShares WestEnd U.S. Sector ETF- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Victory Portfolios II - VictoryShares WestEnd U.S. Sector ETF

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

February 14, 2013	SC 13G/A	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.
August 28, 2012	15-12B	- 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
August 21, 2012	POS AM	- 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 (
August 21, 2012	S-8 POS	- 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 (
August 21, 2012	S-8 POS	- 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 (
August 21, 2012	S-8 POS	- 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 (
August 17, 2012	8-K	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
August 17, 2012	EX-3.1	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
August 17, 2012	EX-3.2	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
August 17, 2012	10-Q/A	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
August 17, 2012	8-K	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
August 15, 2012	EX-99.(A)(1)(K)	MModal and One Equity Partners Announce Successful Tender Offer to Acquire MModal Joint Press Release Exhibit (a)(1)(K) MModal and One Equity Partners Announce Successful Tender Offer to Acquire MModal Franklin, Tenn.
August 15, 2012	SC 14D9/A	- 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
August 15, 2012	SC TO-T/A	- 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
August 13, 2012	EX-99.(B)(3)	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
August 13, 2012	SC TO-T/A	- 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))
August 10, 2012	8-K	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
August 10, 2012	SC 14D9/A	- 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
August 10, 2012	SC TO-T/A	- 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
August 10, 2012	EX-2.1	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
August 10, 2012	EX-99.(D)(9)	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
August 9, 2012	EX-99.(A)(5)(E)	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.
August 9, 2012	EX-99.(A)(1)(J)	MModal and One Equity Partners Announce Extension of Offer to Acquire MModal 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. MModal and One Equity Partners Announce Extension of Offer to Acquire MModal 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
August 9, 2012	8-K	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
August 9, 2012	EX-99.(D)(8)	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
August 9, 2012	SC 14D9/A	- 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
August 9, 2012	EX-99.(D)(7)	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.
August 9, 2012	SC TO-T/A	- 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
August 8, 2012	10-Q	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.
August 8, 2012	EX-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 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
August 8, 2012	EX-99.1	M*Modal Reports Second Quarter Results Press release FOR IMMEDIATE RELEASE Investor Contacts: Ron Scarboro Tripp Sullivan Chief Financial Officer Corporate Communications, Inc ron.
August 8, 2012	EX-10.5	EX-10.5 lease
August 8, 2012	8-K	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
August 8, 2012	SC 14D9/A	- 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
August 8, 2012	EX-10.6	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
August 8, 2012	EX-10.4	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
August 3, 2012	8-K	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
August 3, 2012	EX-99.1	MMODAL 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 MMODAL ANNOUNCES PRELIMINARY SECOND QUARTER RESULTS CONSISTENT WITH 2012 PERFORMANCE GOALS The discussion be
August 2, 2012	8-K	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
August 2, 2012	SC 14D9/A	- 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
August 2, 2012	SC TO-T/A	- 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
August 2, 2012	EX-2.1	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
July 27, 2012	SC TO-T/A	- 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
July 27, 2012	EX-99.(B)(2)	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
July 25, 2012	EX-99.(A)(5)(D)	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.
July 25, 2012	SC TO-T/A	- 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
July 25, 2012	SC 14D9/A	- 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
July 24, 2012	SC TO-T/A	- 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
July 24, 2012	SC 14D9/A	- 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
July 24, 2012	EX-99.(A)(1)(I)	MModal and One Equity Partners Announce Early Termination of HSR Waiting Period Exhibit (a)(1)(l) MModal and One Equity Partners Announce Early Termination of HSR Waiting Period Franklin, Tenn.
July 18, 2012	8-K	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)
July 17, 2012	EX-99.(A)(5)(B)	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.
July 17, 2012	SC TO-T	- 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
July 17, 2012	EX-99.(D)(3)	[The remainder of this page is intentionally left blank.] Confidentiality Agreement Exhibit (d)(3) CONFIDENTIAL April 11, 2012 One Equity Partners IV, L.
July 17, 2012	EX-99.(D)(2)	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
July 17, 2012	EX-99.(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). 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).
July 17, 2012	EX-99.(A)(1)(A)	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.
July 17, 2012	EX-99.(E)(32)	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
July 17, 2012	EX-99.(E)(34)	EMPLOYMENT AGREEMENT Exhibit (e)(34) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) by and between MModal Inc.
July 17, 2012	EX-99.(A)(5)(C)	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.
July 17, 2012	EX-99.(A)(1)(B)	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.
July 17, 2012	SC 14D9	- 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
July 17, 2012	EX-99.(B)(1)	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.
July 17, 2012	EX-99.(A)(1)(D)	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.
July 17, 2012	EX-99.(A)(1)(C)	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.
July 17, 2012	EX-99.(A)(5)(A)	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.
July 17, 2012	EX-99.(D)(4)	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
July 17, 2012	EX-99.(A)(1)(E)	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.
July 17, 2012	EX-99.(D)(5)	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.
July 17, 2012	EX-99.(A)(1)(H)	One Equity Partners Affiliate Commences Tender Offer for All Shares of MModal 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 MModal 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
July 3, 2012	EX-99.4	MModal Employee Q&A Exhibit 99.4 MModal 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
July 3, 2012	EX-99.2	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 MModal. As a result, MModal will become a privately-held company once the transaction closes, which is expected to o
July 3, 2012	SC TO-C	- SCHEDULE TO TENDER OFFER STATEMENT Schedule TO Tender Offer Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
July 3, 2012	8-K	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
July 3, 2012	EX-2.1	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.
July 3, 2012	EX-99.5	MMODAL INVESTOR CONFERENCE CALL Transcript of Analyst/Investor Conference Call, held on July 3, 2012 Exhibit 99.5 Transcript MMODAL 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
July 3, 2012	EX-99.1	MModal to Be Acquired for Approximately $1.1 Billion by One Equity Partners MModal Shareholders to Receive $14.00 per Share in Cash Press Release, issued by the Company, dated July 2, 2012 Exhibit 99.1 MModal to Be Acquired for Approximately $1.1 Billion by One Equity Partners MModal 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
July 3, 2012	EX-99.1	MModal to Be Acquired for Approximately $1.1 Billion by One Equity Partners MModal Shareholders to Receive $14.00 per Share in Cash Press Release, issued by the Company, dated July 2, 2012 Exhibit 99.1 MModal to Be Acquired for Approximately $1.1 Billion by One Equity Partners MModal 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
July 3, 2012	SC14D9C	- 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
July 3, 2012	EX-99.3	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 MModal. MModal will become a privately-held company once the transaction closes, whic
June 22, 2012	SC 13G	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
June 15, 2012	8-K	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
June 15, 2012	EX-10.1	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
June 15, 2012	EX-10.2	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
June 15, 2012	CORRESP	- Correspondence June 15, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: MModal Inc.
June 12, 2012	CORRESP	- 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
June 7, 2012	8-K	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
May 18, 2012	CORRESP	- 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
May 18, 2012	S-3/A	- 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
May 10, 2012	10-Q	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
May 10, 2012	EX-10.1	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.
May 10, 2012	EX-10.4	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.
May 9, 2012	8-K	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
May 9, 2012	EX-99.1	M*Modal Reports First Quarter Results FOR IMMEDIATE RELEASE Investor Contacts: Ron Scarboro Tripp Sullivan Chief Financial Officer Corporate Communications, Inc ron.
April 30, 2012	DEF 14A	- DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 10, 2012	S-3	- 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.
March 20, 2012	8-K	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
March 20, 2012	EX-99.1	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
March 15, 2012	EX-10.68	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
March 15, 2012	EX-10.70	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
March 15, 2012	EX-10.69	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
March 15, 2012	EX-10.67	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
March 15, 2012	EX-21.1	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
March 15, 2012	EX-10.75	EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.
March 15, 2012	EX-10.73	EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.
March 15, 2012	EX-10.71	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
March 15, 2012	EX-10.74	EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.
March 15, 2012	10-K	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.
March 15, 2012	EX-10.72	EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between MedQuist Holdings Inc.
March 13, 2012	EX-10.1	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
March 13, 2012	8-K	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
March 13, 2012	EX-4.1	- 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
March 8, 2012	8-K	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
March 8, 2012	EX-99.1	M*Modal Reports Fourth Quarter Results Press Release FOR IMMEDIATE RELEASE Investor Contacts: Ron Scarboro Tripp Sullivan Chief Financial Officer Corporate Communications, Inc ron.
February 14, 2012	SC 13G	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
February 14, 2012	EX-99.1	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
February 8, 2012	8-K	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
February 8, 2012	EX-99.1	MModal 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 MModal Reach
February 7, 2012	EX-99.1	UBS 22 UBS 22nd Annual Global Healthcare Services Conference Presentation UBS 22 nd Annual Global Healthcare Services Conference February 2012 Exhibit 99.
February 7, 2012	8-K	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) (
January 27, 2012	EX-10.1	- 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
January 27, 2012	8-K	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
January 25, 2012	EX-99.1	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.
January 25, 2012	8-K/A	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
January 25, 2012	8-K	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
January 25, 2012	EX-99.1	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.
January 24, 2012	EX-99.1	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
January 24, 2012	8-K	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
January 24, 2012	EX-3.1	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
January 24, 2012	EX-3.2	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

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