case 1 :04-cv-05487-jbs-amd document131 filed 08/17/2007...

Case 1 :04-cv-05487-JBS-AMD Document 131 Filed 08/17/2007 of 14

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

WILLIAM STEINER, individually

and on behalf of himself and all

others similarly situated,

Plaintiffs,v.

MEDQUIST INC., BRIAN J. KEARNS,

DAVID A. COHEN, JOHN A. DONOHOE,

ETHAN COHEN, JOHN W. QUAINTANCE,

RONALD F. SCARPONE, KPMG, LLP

and ARTHUR ANDERSON,

Defendants.

HON. JEROME B. SIMANDLE

Civil No. 04 - 5487 (JBS)

FINAL JUDGMENT AND

ORDER FOR DISMISSAL

WITH PREJUDICE

This matter came before the Court on August 15, 2007 for

hearing pursuant to an Order of this Court dated May 16, 2007, on

the application of the Settling Parties for approval of the

settlement set forth in the Stipulation of Settlement dated as of

March 23, 2007 (the "Stipulation"). Due and adequate notice

having been given of the settlement as required in said Order,

and the Court having considered all papers filed and proceedings

held herein and otherwise being fully informed in the premises

and good cause appearing for reasons stated in the Oral Opinion

of August 15, 2007;

IT IS, this 17th day of August , 2007 , hereby

ORDERED, ADJUDGED, AND DECREED that:

1. This Judgment incorporates by reference the definitions

in the Stipulation, and all terms used herein shall have the same

meanings set forth in the Stipulation.


2. This Court has jurisdiction over the subject matter of

the Litigation and over all parties to the Litigation, including

all Members of the Settlement Class.

3. Except as to any individual claim of those Persons

(identified in Exhibit 1 attached hereto) who have validly and

timely requested exclusion from the Settlement Class, the

Litigation and all claims contained therein, including all of the

Released Claims, are dismissed with prejudice as to the Lead

Plaintiff and the other Members of the Settlement Class, and as

against each and all of the Released Persons. The parties are to

bear their own costs , except as otherwise provided in the

Stipulation.

4. Pursuant to Rule 23 of the Federal Rules of Civil

Procedure, this Court hereby approves the settlement set forth in

the Stipulation and finds that said settlement is, in all

respects, fair, reasonable and adequate to, and is in the best

interests of, the Lead Plaintiff, the Settlement Class and each

of the Settlement Class Members. This Court further finds the

settlement set forth in the Stipulation is the result of arm's-

length negotiations between experienced counsel representing the

interests of the Lead Plaintiff, the Settlement Class Members,

and the Defendants. Accordingly, the settlement embodied in the

Stipulation is hereby approved in all respects and shall be

consummated in accordance with its terms and provisions. The

2


Settling Parties are hereby directed to perform the terms of the

Stipulation.

5. Pursuant to Rule 23 of the Federal Rules of Civil

Procedure, the Court hereby certifies, for purposes of

effectuating this settlement, a Settlement Class of all Persons

who purchased the publicly-traded securities of MedQuist between

and including March 29,2000 and June 14,2004. Excluded from the

Settlement Class are Defendants and their Related Parties. Also

excluded from the Settlement Class are those Persons who timely

and validly requested exclusion from the Settlement Class

pursuant to the Notice of Pendency and Proposed Settlement of

Class Action.

6. With respect to the Settlement Class, this Court finds

for the purposes of effectuating this settlement that: (a) the

Members of the Settlement Class are so numerous that joinder of

all Settlement Class Members in the Litigation is impracticable;

(b) there are questions of law and fact common to the Settlement

Class which predominate over any individual questions; (c) the

claims of the Lead Plaintiff are typical of the claims of the

Settlement Class; (d) the Lead Plaintiff and Lead Counsel have

fairly and adequately represented and protected the interests of

all of the Settlement Class Members ; and (e ) a class action is

superior to other available methods for the fair and efficient

adjudication of the controversy, considering: (i) the interests

3


of the Members of the Settlement Class in individually

controlling the prosecution of the separate actions; (ii) the

extent and nature of any litigation concerning the controversy

already commenced by Members of the Settlement Class; (iii) the

desirability or undesirability of continuing the litigation of

these claims in this particular forum; and (iv) the difficulties

likely to be encountered in the management of the Litigation.

7. Upon the Effective Date, the Lead Plaintiff and each of

the Settlement Class Members shall be deemed to have, and by

operation of this Judgment shall have , fully, finally, and

forever released, relinquished and discharged all Released Claims

against the Released Persons, whether or not such Settlement

Class Member executes and delivers a Proof of Claim and Release

form.

8. Upon the Effective Date hereof, each of the Released

Persons shall be deemed to have, and by operation of this

Judgment shall have, fully, finally, and forever released,

relinquished and discharged the Lead Plaintiff, each and all of

the Settlement Class Members, and Lead Counsel from all claims

(including Unknown Claims), arising out of, relating to, or in

connection with the institution, prosecution, assertion,

settlement or resolution of the Litigation or the Released

Claims.

4


9. The distribution of the Notice of Pendency and Proposed

Settlement of Class Action and the publication of the Summary

Notice as provided for in the Order Preliminarily Approving

Settlement and Providing for Notice constituted the best notice

practicable under the circumstances, including individual notice

to all Members of the Settlement Class who could be identified

through reasonable effort. Said notice provided the best notice

practicable under the circumstances of those proceedings and of

the matters set forth therein, including the proposed settlement

set forth in the Stipulation, to all Persons entitled to such

notice, and said notice fully satisfied the requirements of

Federal Rule of Civil Procedure 23, the requirements of due

process , and any other applicable law.

10. Any plan of allocation submitted by Lead Counsel or any

order entered regarding the attorneys' fee and expense

application shall in no way disturb or affect this Final Judgment

and shall be considered separate from this Final Judgment.

11. Neither the Stipulation nor the settlement contained

therein, nor any act performed or document executed pursuant to

or in furtherance of the Stipulation or the settlement: (a) is or

may be deemed to be or may be used as an admission of, or

evidence of, the validity of any Released Claim, or of any

wrongdoing or liability of the Defendants; or (b) is or may be

deemed to be or may be used as an admission of, or evidence of,

5


any fault or omission of any of the Defendants in any civil,

criminal or administrative proceeding in any court,

administrative agency or other tribunal. Defendants may file the

Stipulation and/or this Judgment in any other action that may

be brought against them in order to support a defense or

counterclaim based on principles of res judicata, collateral

estoppel, release , good faith settlement , judgment bar or

reduction, or any other theory of claim preclusion or issue

preclusion or similar defense or counterclaim.

12. Without affecting the finality of this Judgment in any

way, this Court hereby retains continuing jurisdiction over: (a)

implementation of this settlement and any award or distribution

of the Settlement Fund, including interest earned thereon; (b)

disposition of the Settlement Fund; (c) hearing and determining

applications for attorneys' fees and expenses in the Litigation;

and (d) all parties hereto for the purpose of construing,

enforcing and administering the Stipulation. Lead Counsel will

advise the Court when claims processing is complete and will move

for approval to distribute the Net Settlement Fund in accordance

with the Court-approved Plan of Allocation. Eligible Class

Members must fill out their claim form, include all required

documents, sign it and mail it to the Claims Administrator

postmarked no later than September 10, 2007, as previously

required. The Claims Administrator has discretion to extend the

6


time for a Class Member to perfect the claim for good cause, but

no extension may exceed November 10, 2007. The Claims

Administrator shall complete all claims processing by March 10,

2008, and Class Counsel's motion for approval to distribute the

Net Settlement Fund shall be filed by April 1, 2008.

13. The Court finds that during the course of the

Litigation, the Settling Parties and their respective counsel at

all times complied with the requirements of Federal Rule of Civil

Procedure 11.

14. In the event that the settlement does not become

effective in accordance with the terms of the Stipulation or the

Effective Date does not occur, or in the event that the

Settlement Fund, or any portion thereof, is returned to the

Defendants, then this Judgment shall be rendered null and void to

the extent provided by and in accordance with the Stipulation and

shall be vacated and, in such event, all orders entered and

releases delivered in connection herewith shall be null and void

to the extent provided by and in accordance with the Stipulation.

s/ Jerome B . Simandle

JEROME B. SIMANDLE

U.S. District Judge

7


EXHIBI1 . 1

AUG 02 ^W_ff-R5 7 WN DCQ Document 131 FRle 08/17/2007

►► ' ^E ll 11 l l i !i I Ij l1 I . {{ iI1 U xc 1

July 14, 2007

MedQuist Securities Litigationc/o Gilardi & Co. LLCClaims AdministratorP.O. Box 808003Petaluma, CA 9497003

Page9of14 02

I i°5

JUL 16 2007CLAIMS CENTER

RE Steiner v. MedQuist. Inc., gt al.,No. I:Q V-05487-JB5-AMD

Dear Madam/Sir

Please exclude us from the Settlement Class in the above referenced classaction litigation.

The facts of which you wish to be apprised in regard to our request for exclusionare as follows:

1. [ On March 28, 2000 Ilwe owned Seven Thousand Five Hundred Fif y-five (7,555) shares of MedQuist, Inc. common stock.

2. Between March 29, 2000 and June 14, 2004 fnre bought an additionalEight Thousand Five Hundred Ten (8,510) shares of MedQuist„ Inc.common stock- The share purchases were as follows:

Date Acquired7/26/200012/171200211/1412003

No. of Shares4,5102,5001,500

31 Between March 29, 2000 and June 14, 2004 lAwe sold SixteenThousand Sixtyfive (18 065) shares of MedQuist, Inc. common stock.The share-sales were as follows:

Exhi

AUG-OF M'1& ^-.% - ff? 0 Document 131

i

Pate Sold416/2000417/2000

1` 5/19/2000717/200012/28/20001/2/20011/4/20011/23/20032/4/20033114/20037/11/20031 1/21/20032/20043/112004

TOTAL

Very truly yours,

Gerald H GrubdrTenant I n Common With Linda A Gruber

7,;T^Linda A GFUberTenant in Common With Gerald H Gruber

A'Ie 008/17/2007 of 14 3

No. of Shares1,0001,000492

3,2731,7252,0002,000500500

7568

1,500500

1,000

16,065

Gerald H `GiSale Owner

cD

O

N0)CUa

ti00Nti

00

L

:HOer^k^. GG Li er4411 ^jrd PuceCastle Rack, CO 80108

Hrr^nsreics

u.5. IAC AGEPAID

SE^7AL.IA, CD88135

JUL I L. ' U7Amolpffsrac ss Ar=r

fit

O 7005 039D 0001 2605 E949E

.e.s

0 _j

CLAIMS CENTER

MedQuist Securities Litigationdo Gilardi & Co. LL.CClaims AdministratorP.O. Box 806003Petaluma , CA 94975-8003

CTM

Q

Case 1 :04-cv-05487-JBS-AMD Document 1

Case 1:04-cv-05487-JBS-AMD Document 129 Filed 08110/2007 Page 1 of 3

Gerald H. (3ruber

SL C1,E[0;4411 Orofino Place V

Castle Rock, Colorado 80108(303) 814- 1 1 56 r. a'I : !_ I 0 II 1

August 6, 2007

Clerk of the CourtUNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEYMitchell H . Cohen Building & US Courthouse4th & Cooper Streets , Room 41050Camden, NJ 08101

Joy Ann BullLE CH COUGHLIN STOIA GELLERRUDMAN & ROBBINS LLP

055 West Broadway , Suite 1900San Diego, CA 92101

Gail J. StandishWINSTON & STRAWN LLP333 South Grand Avenue , 380' FloorLos Angeles , CA 90071-1543

MedQuist Securities Litigationc/oGlardi&Co. LLCClaims AdministratorP.O. Box 808003Petaluma, CA 94975-8003

Dear Madam/Sir:

i.;€k f;GURr

R : Steiner v. M uist In . t alNo. I :1(14- V 05 7-JBS-AMD

I received today a fetter dated August 3, 2007 from Joy Ann Bull advising me thatI am not allowed to object to the above refereed settlement to the court andcounsel for the parties, AND also file a request for exclusion from the SettlementClass to the Claims Administrator. Ms. Bull cites Question 6 and Question 13 asauthorities to the effect that, if you ask to be excluded, you are not eligible toreceive any settlement payment, and you cannot object to the settlement."

7-JBS-AMD Document 131 Filed 08/17/2007 of 14

Case 1:04-cv-05487-JBS-AMD Document 129 Filed 08/10/2007 Page 2 of 3

€ too have an authority that I am entitled to have my objection heard by the Courtwithout foregoing my right thereafter to be excluded from the Settlement Class_Pursuant to Summary Notice, Exhibit A-3 of the Stipulations Of Settlement in theabove referenced litigation, there is no limitation or prejudice to mycommunicating to the Court my objeefion to the offered Class Action Settlementand thereafter excluding myself from the Settlement Class.

Addressing myself primarily to the Court, it should be important to you tounderstand why I object to the Settlement, and I should not have to give up anyof my rights to do so. In particular, my appeal to the Court is in behalf of allplaintiffs, not just those agreeing to the conditions of the Settlement Notice. Thecondition contained in the Notice is self-serving for Counsel far the Lead Plaintiffand Counsel for the Defendant and injurious to most other possible Plaintiffsother than the Lead Plaintiff, in that it is by itself probably sufficient to cause theCourt to not hear from otherwise affected Settlement Class members.

Now, to answer the question posed by Ms. Bull in the final sentence of herAugust 3, 2007 letter, if it is determined that I am not able to have my objectionbe heard, and then to exclude myself from the Settlement Class, I choose to beexcluded from the Settlement Class. There is no justice for me in the Settlement,as offered,

Very truly yours,

e-1 --- +Gerald H. Gruber

cc; Michael D. LiPuma, Esq.325 Chestnut StreetSuite 1109Philadelphia, PA 10106

case 1 :04-cv-05487-jbs-amd document131 filed 08/17/2007...

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