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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
BancTec, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1559633
(State of incorporation or organization) (IRS Employer Identification No.)
4435 Spring Valley Road
Dallas, Texas 75244-3704
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
Common Stock The New York Stock Exchange
($.01 par value)
If this Form related to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. /_/
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. /_/
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
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BancTec's authorized capital stock presently consists of 46,000,000 shares
divided into two classes: (i) 45,000,000 shares of Common Stock, par value $.01
per share ("BancTec Common Stock"), and 1,000,000 shares of Preferred Stock,
par value $.01 per share ("BancTec Preferred Stock"). As of December 8, 1995,
20,150,771 shares of BancTec Common Stock were outstanding.
BancTec Common Stock. Holders of BancTec Common Stock have no preemptive
rights and are entitled to one vote for each share held on each matter submitted
to a vote of stockholders. Cumulative voting for the election of Directors is
not permitted, which means that the holders of a majority of the outstanding
shares of BancTec Common Stock can elect all of the Directors. Subject to the
prior payment of any dividends on any outstanding shares of BancTec Preferred
Stock, sinking fund payments or any other requirements for the purchase or
redemption of the Preferred Stock, the holders of BancTec Common Stock are
entitled to receive ratably such dividends as may be declared by BancTec's Board
out of funds legally available therefor. On any liquidation of BancTec, and
after paying or adequately providing for the payment of all of its obligations
and amounts to which the holders of any outstanding shares of Preferred Stock
are entitled, the remainder of the assets of BancTec shall be distributed pro
rata to the holders of BancTec Common Stock.
BancTec Preferred Stock. The BancTec Restated Certificate of Incorporation
authorizes the issuance of 1,000,000 shares of Preferred Stock, par value $.01
per share. No BancTec Preferred Stock is currently outstanding and BancTec has
no present plans to issue BancTec Preferred Stock. The BancTec Board has
authority to issue the authorized BancTec Preferred Stock in one or more series,
each series to have such designation and number of shares as the BancTec Board
may fix prior to the issuance of any shares of such series. Each series may have
such preferences and relative, participating, optional or other special rights,
with such qualifications, limitations or restrictions of the preferential rights
as are stated in the resolution or resolutions providing for the issue of the
series of the Preferred Stock as may be adopted from time to time by the BancTec
Board prior to the issuance of any shares of such series. Depending upon the
terms established by the BancTec Board for any series of BancTec Preferred
Stock, such BancTec Preferred Stock may limit the rights of holders of shares of
BancTec Common Stock.
Item 2. Exhibits.
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Listed below are exhibits filed as part of this Registration Statement.
NONE
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
BANCTEC, INC.
(Registrant)
Date: December 22, 1995 By: /s/ Tod V. Mongan
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Tod V. Mongan
Senior Vice President
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