<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1995.
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------
BANCTEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1559633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4435 SPRING VALLEY ROAD
DALLAS, TEXAS 75244
(Address, including Zip Code,
of Principal Executive Offices)
BANCTEC INC. 1994 STOCK PLAN
(Full title of the plan)
TOD V. MONGAN
BANCTEC, INC.
4435 SPRING VALLEY ROAD
DALLAS, TEXAS 75244
(214)-450-7700
(Name, address, and telephone number,
including area code, of agent for service)
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) REGISTERED PER UNIT(2) PRICE(2) REGISTRATION FEE
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000 Shares $15.44 $7,720,000 $2,662.08
======================================================================================
<FN>
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), there are also being registered any
additional shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low sale prices of the Common Stock on
March 30, 1995, as reported on the NASDAQ National Market System.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated into this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), for the year ended March 27, 1994;
(b) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the 1934 Act since March 27, 1994; and
(c) The description of the Common Stock of the Company set forth under
Item 4, "Description of the Company's Securities to be Registered," at
pages 1 and 2 of the Company's Registration Statement on Form 8-B filed on
May 7, 1987 for registration of certain securities pursuant to Section 12 of
the 1934 Act, and any amendment or report filed for the purpose of updating
such description.
In addition, all documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act subsequent to the date of this Registration
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
a. EXPERTS. The consolidated financial statements and schedules of the
Company included in the Company's Annual Report on Form 10-K for the year
ended March 27, 1994, incorporated herein by reference, have been audited by
Arthur Andersen LLP and Ernst & Young LLP, independent public accountants,
for the periods indicated in their reports dated May 17, 1994 and May 28,
1992, respectively, and are included herein in reliance upon the authority of
said firms as experts in accounting and auditing in giving said reports.
b. COUNSEL. Certain legal matters in connection with the shares of Common
Stock offered pursuant to the Plan have been passed upon for the Company by
Tod V. Mongan, General Counsel to the Company. Mr. Mongan is Senior Vice
President, Secretary and General Counsel of the Company and, as of March 31,
1995, owned 20,665 shares of Common Stock and stock options covering an
aggregate of 69,050 shares of Common Stock. Pursuant to the Plan, Mr. Mongan
is not eligible to receive grants of options covering shares of Common Stock
being registered hereby.
II-1
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is governed by Delaware law. Under Section 145 of the General
Corporation Law of the State of Delaware ("Section 145"), a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits
or proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses incurred in any such action,
suit or proceeding. Article Ten of the Certificate of Incorporation of
BancTec, Inc. provides for indemnification for all persons who are or were
directors, officers, employees or agents to the fullest extent permitted
under the General Corporation Law of the State of Delaware. The Certificate
of Incorporation also contains a provision eliminating or limiting director
liability for monetary damages arising from breaches of their fiduciary duty,
subject only to certain limitations imposed by statute.
Section 145 states that the indemnification provided for therein is not
exclusive of any other rights to which a person may be entitled under, among
other things, any other agreement. Pursuant thereto, the Company has entered
into indemnification agreements with each of its directors which are broader
than the indemnification provisions of Section 145 (and of the Company's
Bylaws, which incorporate the indemnification provisions of Section 145).
Each indemnification agreement (the "Indemnification Agreement") confirms
the present indemnity provided by the Company's Bylaws and covenants that
this indemnity will continue despite future changes in the Certificate of
Incorporation and Bylaws, and provides further indemnification to the fullest
possible extent permitted by law against all expenses (including attorneys'
fees), judgments, fines and settlement amounts paid or incurred by them in
any action or proceeding, (except any action by or in the right of the
Company, in which case the director will be indemnified only for expenses)
based upon their service as a director of the Company or as a director of any
subsidiary corporation of the Company or as a director of any other company
or enterprise at the request of the Company. The contractual arrangements
commence at the time the individual began to serve as a director, officer or
employee of the Company (applying retroactively to actions taken previous to
entering into the Indemnification Agreement) and continue in force so long as
the individual continues to serve in such capacity on behalf of the Company
and cover liabilities related to such individual's activities in any such
capacity. However, the Indemnification Agreement denies any indemnity unless
the individual acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Company. In
addition, no indemnification will be provided if a final court adjudication
determines that such indemnification is not lawful, or in respect of any suit
in which judgment is rendered against a director for an accounting of profits
made from a purchase or sale of securities of the Company in violation of
Section 16(b) of the 1934 Act, or of any similar statutory law, or on account
of any remuneration paid to a director which is adjudicated to have been paid
in violation of law.
If indemnity is not available or is insufficient, the Indemnification
Agreement provides that the Company shall contribute to expenses, judgments,
fines and settlements incurred or paid by a director in proportion to the
relative benefits received by, and fault of, the Company and the director.
Indemnity may be unavailable in a particular case for various reasons
including for reasons described in the preceding paragraph. Indemnity and
contribution are similar in that each provides for reimbursement by the
Company; contribution, however, is based upon relative benefits and fault
whereas indemnity is a right to full reimbursement. It is possible that in a
particular case neither indemnity nor contribution would be available, but
such determination would depend upon the applicable law, the facts in the
case and court rulings. In particular, the Company notes that it is possible
that indemnification for liabilities under the Securities Act of 1933 (the
"1933 Act"), is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable; the issue would be submitted to a court for
resolution. Because the contribution provision in the Indemnification
Agreement is similar to indemnification, it is possible that a court ruling
that the indemnification provisions are unenforceable as to the 1933 Act will
be broad enough to encompass the contribution provision as well.
II-2
<PAGE>
Section 6 of the Indemnification Agreement provides that the determination
as to whether a director is entitled to indemnification or contribution may
be made either by the Board of Directors by a majority vote or a quorum
consisting of directors who were not parties to such action, suit or
proceedings, by independent legal counsel or by the stockholders of the
Company. Independent legal counsel will be selected by the Board of
Directors, or, in the event of an objection by the director, by the Delaware
Court of Chancery.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
Item 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
4.1 BancTec, Inc. 1994 Stock Plan (filed herewith).
4.2 Restated Certificate of Incorporation of BancTec, Inc. (filed as
Exhibit 4.2 to the Company's Registration Statement on Form S-8
filed January 10, 1990 (No. 33-32824) and incorporated herein by
reference.
4.3 Certificate of Amendment to Certificate of Incorporation of
BancTec, Inc. dated January 12, 1989 (filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended April 2,
1989 and incorporated herein by reference).
4.4 Bylaws of BancTec, Inc. (filed as Exhibit 4.4 to the Company's
Registration Statement on Form S-8 dated January 10, 1990
(No. 33-32824) and incorporated herein by reference).
4.5 Rights Agreement dated as of June 16, 1988, as amended as of
August 31, 1988, between BancTec, Inc. and NCNB Texas National Bank
(formerly First RepublicBank Dallas, N.A.), as Rights Agent (filed
as Exhibit 1 to the Company's Registration Statement on Form 8-A
dated July 6, 1988 and as Exhibit 2 to the Company's Amendment to
Application on Form 8 dated August 31, 1988 and incorporated herein
by reference).
5.1 Opinion of Tod V. Mongan (filed herewith).
23.1 Consent of Tod V. Mongan (included in his opinion filed as Exhibit
5.1 hereto).
23.2 Consent of Independent Public Accountants (filed herewith).
23.3 Consent of Independent Accountants (filed herewith).
25.1 Power of Attorney (set forth on page II-5 of this Registration
Statement).
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by
Section 10(a) (3) of the 1933 Act; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that the
II-3
<PAGE>
prospectus specified in (i) and (ii) above will not be provided if the
information required to be included in a post-effective amendment by such
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated in this
Registration Statement by reference; (2) that, for the purpose of determining
any liability under the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction of the question whether such indemnification by it
is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on March 31, 1995.
BANCTEC, INC.
By: /s/ Grahame N. Clark, Jr.
-------------------------
Grahame N. Clark, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Tod V. Mongan
or Gary T. Robinson to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as each of them deems appropriate, and
each such person hereby appoints Tod V. Mongan or Gary T. Robinson as
attorney-in-fact to execute in the name and on behalf of the Company and any
such person, individually and in each capacity stated below, any such
amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
/s/ Grahame N. Clark, Jr. Chairman of the Board, Chief March 31, 1995
------------------------- Executive Officer and Director
Grahame N. Clark, Jr. (Principal Executive Officer)
/s/Norton A. Stuart, Jr. President and Director March 31, 1995
------------------------
Norton A. Stuart, Jr.
/s/Gary T. Robinson Senior Vice President, Chief March 31, 1995
------------------------ Financial Officer and Treasurer
Gary T. Robinson (Principal Financial Officer)
/s/Michael D. Kubic Corporate Controller and Assistant March 31, 1995
------------------------ Treasurer (Principal Accounting
Michael D. Kubic Officer)
II-5
<PAGE>
/s/Michael E. Faherty Director March 31, 1995
---------------------
Michael E. Faherty
/s/Paul J. Ferri Director March 31, 1995
---------------------
Paul J. Ferri
/s/Rawles Fulgham Director March 31, 1995
---------------------
Rawles Fulgham
/s/Thomas G. Kamp Director March 31, 1995
---------------------
Thomas G. Kamp
/s/Michael A. Stone Director March 31, 1995
---------------------
Michael A. Stone
/s/Merle J. Volding
--------------------- Director March 31, 1995
Merle J. Volding
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
4.1 BancTec, Inc. 1994 Stock Plan
4.2 Restated Certificate of Incorporation of BancTec, Inc. (filed as
Exhibit 4.2 to the Company's Registration Statement on Form S-8
filed January 10, 1990 (No. 33-32824) and incorporated herein by
reference).
4.3 Certificate of Amendment to Certificate of Incorporation of
BancTec, Inc. dated January 12, 1989 (filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended April 2,
1989 and incorporated herein by reference).
4.4 Bylaws of BancTec, Inc. (filed as Exhibit 4.4 to the Company's
Registration Statement on Form S-8 dated January 10, 1990
(No. 33-32824) and incorporated herein by reference).
4.5 Rights Agreement dated as of June 16, 1988, as amended as of
August 31, 1988, between BancTec, Inc. and NCNB Texas National
Bank (formerly First RepublicBank Dallas, N.A.), as Rights Agent
(filed as Exhibit 1 to the Company's Registration Statement on
Form 8-A dated July 6, 1988 and as Exhibit 2 to the Company's
Amendment to Application on Form 8 dated August 31, 1988 and
incorporated herein by reference).
5.1 Opinion of Tod V. Mongan
23.1 Consent of Tod V. Mongan (included in his opinion filed as
Exhibit 5.1)
23.2 Consent of Independent Public Accountants
23.3 Consent of Independent Accountants
25.1 Power of Attorney (set forth on page II-5 of this Registration
Statement)
II-7
<PAGE>
BANCTEC, INC.
1994 STOCK PLAN
SCOPE AND PURPOSE OF PLAN
This BancTec, Inc. 1994 Stock Plan (the "Plan" provides for the
granting of Nonstatutory Stock Options (hereinafter defined) to certain
employees of BancTec, Inc., a Delaware corporation (the "Corporation") or
of its Affiliates (hereinafter defined).
The purpose of the Plan is to provide an incentive for certain selected
employees of the Corporation or its Affiliates to remain in the service of
the Corporation or its Affiliates, to extend to them the opportunity to
acquire a proprietary interest in the Corporation so that they will apply
their best efforts for the benefit of the Corporation, and to aid the
Corporation in attracting able persons to enter the service of the
Corporation and its Affiliates.
SECTION 1. Definitions.
1.1. "Act" shall mean the Securities Exchange Act of 1934, as amended.
1.2. "Affiliates" shall mean (a) any corporation, other than the
Corporation, in an unbroken chain of corporations ending with the Corporation
if each of the corporations, other than the Corporation, owns stock
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain and (b)
any corporation, other than the Corporation, in an unbroken chain of
corporations beginning with the Corporation if each of the corporations,
other than the last corporation in the unbroken chain, owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
1.3. "Agreement" shall mean the written agreement between the
Corporation and a Holder evidencing the Option granted by the Corporation and
the understanding of the parties with respect thereto.
1.4. "Option" shall mean an award granted in accordance with the
provisions of the Plan in the form of a Nonstatutory Option.
1.5. "Board of Directors" shall mean the board of directors of the
Corporation.
1.6. "Code" shall mean the Internal Revenue Code of 1986, as amended.
1
<PAGE>
1.7. "Committee" shall mean the committee appointed pursuant to
Section 3 hereof by the Board of Directors to administer this Plan.
1.8. "Eligible Individuals" shall mean certain selected employees,
excluding individuals who are subject to liability under section 16(b) of the
Act, of the Corporation or of any of its Affiliates.
1.9. "Fair Market Value" shall mean:
(a) If shares of Stock of the same class are listed or admitted to
unlisted trading privileges on any national or regional securities exchange
at the date of determining the Fair Market Value, the last reported sale
price on such exchange on the last business day prior to the date in
question; or
(b) If shares of Stock of the same class shall not be listed or
admitted to unlisted trading privileges as provided in Subsection 1.9(a) and
sales prices therefor in the over-the-counter market shall be reported by the
National Association of Securities Dealers, Inc. Automated Quotations, Inc.
("NASDAQ") National Market System at the date of determining the Fair
Market Value, the last reported sale price so reported on the last business
day prior to the date in question; or
(c) If shares of Stock of the same class shall not be listed or
admitted to unlisted trading privileges as provided in Subsection 1.9(a) and
sales prices therefor shall not be reported by the NASDAQ National Market
System as provided in Subsection 1.9(b), and bid and asked prices therefor in
the over-the-counter market shall be reported by NASDAQ (or, if not so
reported, by the National Quotation Bureau Incorporated) at the date of
determining the Fair Market Value, the average of the closing bid and asked
prices on the last business day prior to the date in question; or
(d) If shares of Stock of the same class shall not be listed or
admitted to unlisted trading privileges as provided in Subsection 1.9(a) and
sales prices or bid and asked prices therefor shall not be reported by NASDAQ
(or the National Quotation Bureau Incorporated) as provided in Subsection
1.9(b) or Subsection 1.9(c) at the date of determining the Fair Market Value,
the value determined in good faith by the Board of Directors.
1.10. "Holder" shall mean an Eligible Individual to whom an Option
has been granted.
1.11. "Nonstatutory Options" shall mean stock options that do not
satisfy the requirements of section 422 of the Code.
2
<PAGE>
1.12. "Stock" shall mean the Corporation's authorized $.01 par value
common stock, together with any other securities with respect to which
Options granted hereunder may become exercisable.
SECTION 2. STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO THE PLAN.
2.1. DESCRIPTION OF STOCK AND MAXIMUM SHARES ALLOCATED. The Stock,
which Options granted hereunder give a Holder the right to purchase, may be
unissued or reacquired shares of Stock, as the Board of Directors may, in its
sole and absolute discretion, from time to time determine.
Subject to the adjustments in Section 6.5 hereof, the aggregate
number of shares of Stock that may be issued pursuant to the exercise of all
Options granted hereunder shall not exceed 500,000 shares of BancTec, Inc.
Stock.
2.2. RESTORATION OF UNPURCHASED SHARES. If an Option hereunder
expires or terminates for any reason during the term of this Plan and prior
to the exercise of an Option in full or if all of the shares of Stock subject
to an Option have not for any other reason been issued pursuant to the
Option, the shares of Stock subject to but not issued or otherwise used under
such Option shall be "restored" to the Plan by again being available for
Options granted after the shares' restoration.
2.3. ISSUANCE OF STOCK IN NAME OF HOLDER. Upon issuance of Stock to
any Holder pursuant to the terms of this Plan and any Holder's Agreement,
such Stock shall only be issued into the name of the Holder or his legal
representative.
SECTION 3. ADMINISTRATION OF THE PLAN.
3.1 COMMITTEE. The Plan shall be administered by the Committee. The
Committee shall consist of all non-employee members of the Board of Directors.
3.2 DURATION, REMOVAL, ETC. The members of the Committee shall
serve at the pleasure of the Board of Directors, which shall have the power,
at any time and from time to time, to remove members from the Committee or to
add members thereto. Vacancies on the Committee, however caused, shall be
filled by action of the Board of Directors.
3.3 MEETINGS AND ACTIONS OF COMMITTEE. The Committee shall elect one
of its members as its Chairman and shall hold its meetings at such times and
places as it may determine. All decisions and determinations of the
Committee shall be made by the majority vote or decision of all of its
members present at a meeting; provided, however, that any decision or
determination reduced to writing and signed by all of the members of
the Committee shall be as fully effective as if it had been made at
a meeting duly called and held. The Committee may make any rules
and regulations for the conduct of its business
3
<PAGE>
that are not inconsistent with the provisions hereof and with the bylaws of
the Corporation as it may deem advisable.
3.4 COMMITTEE'S POWERS. Subject to the express provisions hereof,
the Committee shall have the authority, in its sole and absolute discretion,
(a) to adopt, amend, and rescind administrative and interpretive rules and
regulations relating to the Plan; (b) to determine the terms and provisions
of the respective Agreements (which need not be identical), including, but
not limited to provisions defining or otherwise relating to (i) the term and
the period or periods and extent of exercisability of the Options, (ii) the
extent to which the transferability of shares of Stock issued upon exercise
of Options is restricted, (iii) the effect of termination of employment upon
the exercisability of the Options, and (iv) the effect of approved leaves of
absence (consistent with any applicable regulations of the Internal Revenue
Service); (c) to accelerate the time of exercisability of any Option that
has been granted; (d) to construe the respective Agreements and the Plan; and
(e) to make all other determinations and perform all other acts necessary or
advisable for administering the Plan, including the delegation of such
ministerial acts and responsibilities as the Committee deems appropriate.
The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Agreement in the manner and to the extent
it shall deem expedient to carry it into effect, and it shall be the sole and
final judge of such expediency. The Committee shall have full discretion to
make all determinations on the matters referred to in this Section, and such
determinations shall be final, binding and conclusive.
SECTION 4. ELIGIBILITY AND PARTICIPATION.
4.1. ELIGIBLE INDIVIDUALS. Options may be granted hereunder only to
persons who are Eligible Individuals at the time of the grant thereof.
4.2. NO RIGHT TO OPTION. The adoption of the Plan shall not be
deemed to give any person a right to be granted an Option.
SECTION 5. GRANT OF OPTIONS AND CERTAIN TERMS OF THE AGREEMENTS.
Subject to the express provisions hereof, the Committee shall determine
which Eligible Individuals shall be granted Options hereunder from time to
time. In making grants, the Committee shall take into consideration the
contribution the potential Holder has made or may make to the success of the
Corporation or its Affiliates and such other considerations as the Board of
Directors may from time to time specify. The Committee shall also determine
the number of shares subject to each such Option and shall authorize and
cause the Corporation to grant Options in accordance with such determinations.
The date on which the Committee completes all action constituting an
offer of an Option to an individual, including the specification of
the number of shares of Stock to be subject to the Option, shall be
the date on which the Option covered by an Agreement
4
<PAGE>
is granted, even though certain terms of the Agreement may not be at such
time determined and even though the Agreement may not be executed until a
later time. For purposes of the preceding sentence, an offer shall not be
deemed made until the Committee has communicated the grant thereof to the
potential Holder. In no event, however, shall an Eligible Individual gain
any rights in addition to those specified by the Committee in its grant,
regardless of the time that may pass between the grant of the Option and the
actual execution of the Agreement by the Corporation and the Holder.
Each Option granted hereunder shall be evidenced by an Agreement, executed
by the Corporation and the Eligible Individual to whom the Option is granted,
incorporating such terms as the Committee shall deem necessary or desirable.
More than one Option may be granted hereunder to the same Eligible Individual
and be outstanding concurrently hereunder. In the event an Eligible
Individual is granted more than one Option, such grants shall each be
evidenced by separate Agreements.
Each Agreement may contain or otherwise provide for conditions giving rise
to the forfeiture of the Stock acquired pursuant to an Option granted
hereunder or otherwise, and such restrictions on the transferability of
shares of the Stock acquired pursuant to an Option granted hereunder or
otherwise as the Committee in its sole and absolute discretion shall deem
proper or advisable. Such conditions giving rise to forfeiture may include,
but need not be limited to, the requirement that the Holder render
substantial services to the Corporation or its Affiliates for a specified
period of time. Such restrictions on transferability may include, but need
not be limited to, options and rights of first refusal in favor of the
Corporation and shareholders of the Corporation other than the Holder of such
shares of Stock who is a party to the particular Agreement or a subsequent
holder of the shares of Stock who is bound by such Agreement.
In addition, the Committee may grant cash awards payable in connection
with the exercise of an Option the terms and conditions of such awards to be
as the Committee in its sole discretion deems appropriate.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
All Options granted hereunder shall comply with, be deemed to include, and
shall be subject to the following terms and conditions:
6.1. NUMBER OF SHARES. Each Agreement shall state the number of
shares of Stock to which it relates.
6.2. OPTION EXERCISE PRICE. Each Nonstatutory Stock Option Agreement
shall state the exercise price per share of Stock. The exercise price per
share of Stock subject to a Nonstatutory Option shall not be less than the
greater of (a) the par value per share of the Stock or (b) 100% of the Fair
Market Value per share of the Stock on the date of the grant of the Option.
5
<PAGE>
6.3. MEDIUM AND TIME OF PAYMENT, METHOD OF EXERCISE, AND WITHHOLDING
TAXES. The exercise price of an Option shall be payable upon the exercise of
the Option (i) in cash (ii) by check payable to the order of the Corporation,
(iii) with the consent of the Committee, with shares of Stock of the
Corporation owned by the Holder, including a multiple series of exchanges of
such Stock, or (iv) by a combination of cash and such shares.
Exercise of an Option shall not be effective until the Corporation has
received written notice of exercise. Such notice must specify the number of
whole shares to be purchased and be accompanied by payment in full of the
aggregate exercise price of the number of shares purchased. The Corporation
shall not in any case be required to sell, issue, or deliver a fractional
share of Stock with respect to any Option.
The Committee may, in its discretion, require a Holder to pay to the
Corporation at the time of exercise of an Option or portion thereof, the
amount that the Corporation deems necessary to satisfy its obligation to
withhold Federal, state or local income or other taxes incurred by reason of
the exercise. Where the exercise of an Option does not give rise to an
obligation to withhold Federal income or other taxes on the date of exercise,
the Corporation may, in its discretion, require a Holder to place
unrestricted shares of Stock, which may be the shares received upon exercise
of the Option, in escrow for the benefit of the Corporation until such time
as Federal income or other tax withholding is no longer required with respect
to such shares or until such withholding is required on amounts included in
the gross income of the Holder as a result of the exercise of an Option or
the disposition of shares of Stock acquired pursuant thereto. At such later
time, the Corporation, in its discretion, may require a Holder to pay to the
Corporation the amount that the Corporation deems necessary to satisfy its
obligation to withhold Federal, state or local income or other taxes incurred
by reason of the exercise of the Option or the disposition of shares of
Stock. Upon receipt of such payment by the Corporation, such shares of Stock
shall be released from escrow to the Holder.
6.4. TERM, TIME OF EXERCISE, AND TRANSFERABILITY OF OPTIONS. In
addition to such other terms and conditions as may be included in a
particular Agreement granting an Option, the rights of a Holder under an
Option shall be exercisable during a Holder's lifetime only by him or by his
guardian or legal representative. Each Option shall also be subject to the
following terms and conditions:
(a) TERMINATION OF EMPLOYMENT. The provisions of this Section shall
apply to the extent a Holder's Agreement does not expressly provide
otherwise. If a Holder ceases to be employed by at least one of the
employers in the group of employers consisting of the Corporation and
its Affiliates because the Holder voluntarily terminates employment
with such group of employers, the Holder shall have the right for
thirty (30) days after such termination or cessation to exercise the
option with respect to that portion thereof that has become
exercisable, and thereafter that portion of the Option shall
terminate and cease to be exercisable.
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If a Holder ceases to be employed by at least one of the employers in
the group of employers consisting of the Corporation and its Affiliates
because any of such entities terminates the Holder's employment for
"misconduct" (as defined below), the portion, if any, of an Option that
remains unexercised, including that portion, if any, that pursuant to
the Agreement is not yet exercisable, at the time of the Holder's
termination of employment, shall terminate and cease to be exercisable
as of such time. "Misconduct" shall be as defined in the Corporation's
Personnel Policy and Procedures Manual.
If a Holder ceases to be employed by at least one of the employers in
the group of employers consisting of the Corporation and its Affiliates
because one or more of such entities terminates the employment of the
Holder, but not for "misconduct" (as defined above), the Holder shall
have the right for ninety (90) days after such termination or cessation
to exercise the Option with respect to that portion thereof that has
become exercisable, and thereafter that portion of the Option shall
terminate and cease to be exercisable.
That portion of an Option which is not exercisable on the date of
termination of employment or cessation of directorship shall terminate
and be forfeited to the Corporation on the date of such termination or
cessation.
(b) DISABILITY. The provisions of this Section shall apply to the
extent a Holder's Agreement does not expressly provide otherwise. If a
Holder ceases to be employed by at least one of the employers in the
group of employers consisting of the Corporation and its Affiliates by
reason of disability (as defined in section 22(e)(3) of the Code), the
Holder shall have the right for twelve (12) months after the date of
termination of employment with such group of employers by reason of
disability, whichever occurs latest, to exercise an Option to the
extent such Option is exercisable, and thereafter the Option shall
terminate and cease to be exercisable.
(c) DEATH. The provisions of this Section shall apply to the extent
a Holder's Agreement does not expressly provide otherwise. If a Holder
dies while in the employ of the Corporation or an Affiliate, an Option
shall be exercisable by the Holder's legal representatives, heirs,
legatees, or distributees for twelve (12) months following the date of
the Holder's death to the extent such Option is exercisable, and
thereafter the Option shall terminate and cease to be exercisable.
The Committee shall have authority to prescribe in any Option Agreement
that the Option evidenced thereby may be exercised in full or in part as
to any number of shares subject thereto at any time or from time to time
during the term of the Option, or in such installments at such times
during said term as the Committee may prescribe. Except as provided
above and unless otherwise provided in any Agreement, an Option may be
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exercised at any time or from time to time during the term of the Option.
Such exercise may be as to any or all whole (but no fractional) shares which
have become purchasable under the Option.
Within a reasonable time or such time as may be permitted by law after the
Corporation receives written notice that the Holder has elected to exercise
all or a portion of an Option, such notice to be accompanied by payment in
full of the aggregate Option exercise price of the number of shares of Stock
purchased, the Corporation shall deliver a certificate representing such
shares and pay any other amounts payable in consequence of such exercise.
The number of the shares of Stock transferrable due to an exercise of an
Option shall not be increased due to the passage of time, except as may be
provided in an Agreement. However, this number of such shares of Stock which
are transferrable may increase due to the occurrence of certain events which
are fully described in Section 6.5.
Nothing herein or in any Option granted hereunder shall require the
Corporation to issue any shares pursuant to such Option if such issuance
would, in the opinion of counsel for the Corporation, constitute a violation
of the Securities Act of 1933, as amended, or any similar or superseding
statute or statutes, or any other applicable statute or regulation, as then
in effect. At the time of receipt of shares pursuant to an Option, the
Corporation may, as a condition precedent, require from the Holder of the
Option (or in the event of his death, his legal representatives, heirs,
legatees, or distributees) such written representations, if any, concerning
his intentions with regard to the retention or disposition of the shares
being acquired pursuant to such Option and such written covenants and
agreements, if any, as to the manner of disposal of such shares as, in the
opinion of counsel to the Corporation, may be necessary to ensure that any
disposition by such Holder (or in the event of his death, his legal
representatives, heirs, legatees, or distributees), will not involve a
violation of the Securities Act of 1933, as amended, or any similar or
superseding statute or statutes, or any other applicable state or Federal
statute or regulation, as then in effect.
6.5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC.
Notwithstanding any other provision hereof, in the event of any change in the
number of outstanding shares of Stock
(a) effected without receipt of consideration therefor by the
Corporation, by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger, or otherwise,
in which the Corporation is the surviving corporation;
(b) by reason of a spin-off to the shareholders of a part of the
Corporation into a separate entity; or
(c) by reason of assumptions and conversions of outstanding grants due
to an acquisition by the Corporation of a separate entity;
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the following shall occur: (1) the aggregate number and class of the
reserved shares, (2) the number and class of shares subject to each
outstanding Option and (3) the exercise price of each outstanding Option
shall be automatically adjusted to accurately and equitably reflect the
effect thereon of such change; provided, however, that any fractional share
resulting from such adjustment may be eliminated. In the event of a dispute
concerning such adjustment, the Committee has full discretion to determine
the resolution of the dispute. Such determination shall be final, binding
and conclusive. The number of reserved shares or the number of shares
subject to any outstanding Option shall be automatically reduced by any
fraction included therein which results from any adjustment made pursuant to
this Section.
The following provisions of this Section shall apply unless a Holder's
Agreement provides otherwise. The occurrence of:
(a) a dissolution or liquidation of the Corporation;
(b) a merger or consolidation (other than a merger effecting a
reincorporation of the Corporation in another state or any other
merger or a consolidation in which the shareholders of the
surviving corporation and their proportionate interests therein
immediately after the merger or consolidation are substantially
similar to the shareholders of the Corporation and their
proportionate interests therein immediately prior to the merger or
consolidation) in which the Corporation is not the surviving
corporation (or survives only as a subsidiary of another
corporation in a transaction in which the shareholders of the
parent of the Corporation and their proportionate interests
therein immediately after the transaction are not substantially
identical to the shareholders of the Corporation and their
proportionate interests therein immediately prior to the
transaction); or
(c) a transaction in which any person becomes the owner of 50% or
more of the total combined voting power of all classes of stock of
the Corporation;
shall cause every Option then outstanding to terminate, but the Holders of
each such then outstanding Options shall, in any event, have the right,
immediately prior to such dissolution, liquidation, merger, consolidation, or
transaction, to exercise such Options, to the extent not theretofore
exercised, without regard to the determination as to the periods and
installments of exercisability made pursuant to a Holder's Agreement if (and
only if) such Options have not at that time expired or been terminated.
6.6. RIGHTS AS A SHAREHOLDER. A Holder shall have no
right as a shareholder with respect to any shares covered
by his Option until a certificate representing
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<PAGE>
such shares is issued and delivered to him. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash or other property) or
distributions or other rights for which the record date is prior to the date
such certificate is issued.
6.7. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the
terms and conditions of and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding Options granted under the Plan, or
accept the surrender of Options outstanding hereunder (to the extent not
theretofore exercised) and authorize the granting of new Options hereunder in
substitution therefor (to the extent not theretofore exercised). Except as
otherwise allowed herein, the Committee may not, without the consent of the
Holder, modify any outstanding Options so as to specify a higher or lower
exercise price as to Options
6.8. FURNISH INFORMATION. Each Holder shall furnish to the
Corporation all information requested by the Corporation to enable it to
comply with any reporting or other requirement imposed upon the Corporation
by or under any applicable statute or regulation.
6.9. OBLIGATION TO EXERCISE. The granting of an Option hereunder
shall impose no obligation upon the Holder to exercise the same or any part
thereof.
6.10. AGREEMENT PROVISIONS. The Agreements authorized under the Plan
shall contain such provisions in addition to those required by the Plan
(including, without limitation, restrictions or the removal of restrictions
upon the exercise of an Option and the retention or transfer of shares
thereby acquired), as the Committee shall deem advisable.
6.11. NON-TRANSFERABILITY OF OPTION. An Option granted under this
Plan shall not be transferable except by will or by the laws of descent and
distribution. The Holder may not make any disposition of an Option or any
interest therein. As used in this Plan, "disposition" means any sale,
transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or
other disposition, whether similar or dissimilar to those previously
enumerated, whether voluntary or involuntary, and whether during the Holder's
lifetime or upon or after his death, including, but not limited to, any
disposition by operation of law, by court order, by judicial process, or by
foreclosure, levy, or attachment, except a transfer by will or by the laws
of descent or distribution. Any attempted disposition in violation of this
Section shall be void and ineffective for all purposes.
SECTION 7. REMEDIES
7.1. REMEDIES. The Corporation shall be entitled to recover from a
Holder reasonable attorneys' fees incurred in connection with the enforcement
of the terms and provisions of the Plan and any Agreement whether by an
action to enforce specific performance or for damages for its breach or
otherwise.
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7.2. SPECIFIC PERFORMANCE. The Corporation shall be entitled to
enforce the terms and provisions of this Section, including the remedy of
specific performance, in Dallas, Dallas County, Texas or in such other places
the Corporation desires.
SECTION 8. AMENDMENT OF PLAN.
The Board of Directors may, insofar as permitted by law, with respect to
any shares at the time that are not subject to Options, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever.
SECTION 9. GENERAL.
9.1. APPLICATION OF FUNDS. The proceeds received by the Corporation
from the sale of shares pursuant to Options shall be used for general
corporate purposes.
9.2. RIGHT OF THE CORPORATION AND AFFILIATES TO TERMINATE EMPLOYMENT.
Nothing contained in the Plan, or in any Agreement, shall confer upon any
Holder the right to continue in the employ of the Corporation or any
Affiliate, or interfere in any way with the rights of the Corporation or any
Affiliate to terminate his employment any time.
9.3. NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the members
of the Board of Directors nor any member of the Committee shall be liable,
even if negligent, for any act, omission, or determination taken or made in
good faith with respect to the Plan or any Option granted under it, and
members of the Board of Directors and the Committee shall be entitled to
indemnification and reimbursement by the Corporation in respect of any claim,
loss, damage, or expense (including attorneys' fees, the costs of settling
any suit, provided such settlement is approved by independent legal counsel
selected by the Corporation, and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith) arising therefrom to the
full extent permitted by law and under any directors and officers liability
or similar insurance coverage that may from time to time be in effect.
9.4. INFORMATION CONFIDENTIAL. As partial consideration for the
granting of each Option hereunder, the Agreement may, in the Committee's sole
and absolute discretion, provide that the Holder shall agree with the
Corporation that he will keep confidential all information and knowledge that
he has relating to the manner and amount of his participation in the Plan;
provided, however, that such information may be disclosed as required by law
and may be given in confidence to the Holder's spouse, tax and financial
advisors, or to a financial institution to the extent that such information
is necessary to secure a loan. In the event any breach of this promise comes
to the attention of the Committee, it shall take into consideration such
breach in determining whether to recommend the grant of any future Option to
such Holder as a factor militating against the advisability of granting any
such future Option to such individual.
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9.5. OTHER BENEFITS. Participation in the Plan shall not preclude
the Holder from eligibility in any other stock option plan of the Corporation
or any Affiliate or any old age benefit, insurance, pension, profit sharing,
retirement, bonus, or other extra compensation plans which the Corporation or
any Affiliate has adopted, or may, at any time, adopt for the benefit of its
employees.
9.6. EXECUTION OF RECEIPTS AND RELEASES. Any payment of cash or any
issuance or transfer of shares of Stock to the Holder, or to his legal
representative, heir, legatee, or distributee, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of
all claims of such persons hereunder. The Committee may require any Holder,
legal representative, heir, legatee, or distributee, as a condition precedent
to such payment, to execute a release and receipt therefor in such form as it
shall determine.
9.7. NO GUARANTEE OF INTERESTS. The Committee, the Board of
Directors and the Corporation, individually and collectively, do not
guarantee the Stock of the Corporation from loss or depreciation.
9.8. PAYMENT OF EXPENSES. All expenses incident to the
administration, termination, or protection of the Plan, including, but not
limited to, legal and accounting fees, shall be paid by the Corporation or
its Affiliates; provided, however, the Corporation or an Affiliate may
recover any and all damages, fees, expenses, and/or costs arising out of any
actions taken by the Corporation to enforce its rights hereunder.
9.9. CORPORATION RECORDS. Records of the Corporation or its
Affiliates regarding the Holder's period of employment, termination of
employment and the reason therefor, leaves of absence, re-employment, and
other matters shall be conclusive for all purposes hereunder, unless
determined by the Committee to be incorrect.
9.10. INFORMATION. The Corporation and its Affiliates shall, upon
request or as may be specifically required hereunder, furnish or cause to be
furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.
9.11. NO LIABILITY OF CORPORATION. The Corporation assumes no
obligation or responsibility to the Holder or his legal representatives,
heirs, legatees, or distributees for any act of, or failure to act on the
part of, the Committee.
9.12. CORPORATION ACTION. Any action required of the Corporation
shall be by resolution of its Board of Directors or by a person authorized
to act by resolution of the Board of Directors.
9.13. SEVERABILITY. If any provision of this Plan is held
to be illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining provisions hereof,
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but such provision shall be fully severable, and the Plan shall be construed
and enforced as if the illegal or invalid provision had never been included
herein.
9.14. NOTICES. Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or sent by
mail or by a nationally recognized courier service. Any notice required or
permitted to be delivered hereunder shall be deemed to be delivered on the
date on which it is personally delivered, or, if mailed, whether actually
received or not, on the third business day after it is deposited in the
United States mail, certified or registered, postage prepaid, addressed to
the person who is to receive it at the address which such person has
previously specified by written notice delivered in accordance herewith or,
if by courier, twenty-four (24) hours after it is sent, addressed as
described in this Section. The Corporation or a Holder may change, at any
time and from time to time, by written notice to the other, the address which
it or he had previously specified for receiving notices. Until changed in
accordance herewith, the Corporation and each Holder shall specify as its and
his address for receiving notices the address set forth in the Agreement
pertaining to the shares to which such notice relates.
9.15. WAIVER OF NOTICE. Any person entitled to notice hereunder may
waive such notice.
9.16. SUCCESSORS. The Plan shall be binding upon the Holder, his
legal representatives, heirs, legatees and distributees upon the Corporation,
its successors, and assigns, and upon the Committee, and its successors.
9.17. HEADINGS. The titles and headings of Sections are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
9.18. GOVERNING LAW. All questions arising with respect to the
provisions of the Plan shall be determined by application of the laws of the
State of Delaware except to the extent Delaware law is preempted by Federal
law. Questions arising with respect to the provisions of an Agreement that
are matters of contract law shall be governed by the laws of the state
specified in the Agreement, except to the extent preempted by Federal law and
except to the extent that Delaware corporate law conflicts with the contract
law of such state, in which event Delaware corporate law shall govern. The
obligation of the Corporation to sell and deliver Stock hereunder is subject
to applicable laws and to the approval of any governmental authority required
in connection with the authorization, issuance, sale, or delivery of such
Stock.
9.19. WORD USAGE. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Plan dictates,
the plural shall be read as the singular and the singular as the plural.
13
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SECTION 10. APPROVAL OF BOARD OF DIRECTORS.
The Plan shall take effect on the date it is approved by the Board of
Directors of the Corporation.
14
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[banctec letterhead]
March 31, 1995
Ladies and Gentlemen:
I am general counsel to BancTec, Inc., a Delaware corporation (the
"Company"), and in such role have caused to be registered under the
Securities Act of 1933, as amended (the "Act"), certain shares (the
"Shares") of Common Stock, $.01 par value per share, pursuant to a
Registration Statement of the Company on Form S-8.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified, of such documents
and records of the Company and such statutes, regulations and other
instruments as I have deemed necessary or advisable for purposes of this
opinion, including (i) the Registration Statement, (ii) the BancTec, Inc.
1994 Stock Plan (the "Plan"), and (iii) the Certificate of Incorporation and
Bylaws of the Company, as each has been amended from time to time.
I have assumed that all signatures on all documents presented to me
are genuine, that all documents submitted to me as originals are accurate
and complete, that all documents submitted to me as copies are true and
correct copies of the originals thereof, that all information submitted to
me was accurate and complete, and that all persons executing and delivering
originals or copies of documents examined by me were competent to execute
and deliver such documents.
Based on the foregoing, I am of the opinion that the shares have been
duly authorized and, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid, and nonassessable.
This opinion is limited in all respects to the General Corporation Law
of the State of Delaware. This opinion is solely for your benefit and may
not be relied upon by any other person or entity or for any other purpose
without my express written consent.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to all references to this opinion in the Registration
Statement. In giving this consent, I do not thereby admit that I come into
the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Tod V. Mongan
-------------------------------
Tod V. Mongan
General Counsel
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May
17, 1994, included in BancTec, Inc.'s Form 10-K for the year ended March 27,
1994, and to all references to our firm included in this registration
statement.
Arthur Andersen LLP
Dallas, Texas
March 30, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated May 28, 1992, on certain financial
statements and schedules of BancTec, Inc. for the year ended March 29, 1992,
included in BancTec, Inc.'s Form 10-K for the year ended March 27, 1994,
filed with the Securities and Exchange Commission.
We also consent to the reference to our firm under the caption "Experts" in
this registration statement.
ERNST & YOUNG LLP
Dallas, Texas
March 30, 1995
