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FILED UNDER RULE 424(B)(3)
REGISTRATION NO. 33-60391
BANCTEC, INC. RECOGNITION INTERNATIONAL INC.
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ADDENDUM AND SUPPLEMENT DATED SEPTEMBER 29, 1995 TO
JOINT PROXY STATEMENT/PROSPECTUS DATED SEPTEMBER 1, 1995
This Addendum and Supplement amends and provides supplemental information to
the Joint Proxy Statement/Prospectus dated September 1, 1995 (the "Joint Proxy
Statement/Prospectus") relating to the proposed merger (the "Merger") of a
wholly-owned subsidiary of BancTec, Inc. ("BancTec") into Recognition
International Inc. ("Recognition") with Recognition becoming a wholly-owned
subsidiary of BancTec.
The following information is hereby added to and deemed to be included in the
Joint Proxy Statement/Prospectus as a supplement to the discussion on page 64
of the "Election of BancTec Directors" and on page 72 of the "Proposal to Amend
BancTec's 1990 Employment Stock Purchase Plan To Increase The Number Of Shares
Of BancTec Common Stock Reserved For Issuance." On September 27, 1995, the
Annual Meeting of Stockholders of BancTec was held during which the following
action was taken:
. the nominees for directors of BancTec were elected;
. the proposed increase in the number of shares of BancTec Common Stock
reserved for issuance under BancTec's 1990 Employee Stock Purchase
Plan was approved; and
. the meeting was adjourned with regard to the consideration and vote
on the issuance of shares of BancTec Common Stock in accordance with
the terms of the Merger Agreement until October 12, 1995, at 10:00
a.m., Dallas time, at the offices of BancTec, 4435 Spring Valley
Road, Dallas, Texas.
At the Special Meeting of Stockholders of Recognition no business was
conducted and the meeting was adjourned until October 12, 1995, at 10:00 a.m.,
Dallas time, at 2200 Ross Avenue, Suite 2200, Dallas, Texas.
BancTec and Recognition have been notified by the Department of Justice that
it has closed its investigation and that both companies are free to proceed
with the Merger upon approval by their stockholders. As a result, the vote upon
the issuance of shares of BancTec Common Stock pursuant to the terms of the
Merger Agreement by BancTec stockholders and the vote upon the Merger by
Recognition stockholders will occur at the respective reconvened meetings on
October 12, 1995.
In addition, the Joint Proxy Statement/Prospectus is hereby amended to
correct footnote (3) at the top of page 34 to change the words "Recognition
Common Stock" to be the words "BancTec Common Stock."
The Joint Proxy Statement/Prospectus is hereby amended to correct the
disclosure contained on page 37 so that the second paragraph of the discussion
concerning Exchange Procedures under "The Merger Agreement" shall read as
follows:
No fractional shares of BancTec Common Stock will be issued and any
holder of shares of Recognition Common Stock entitled under the Merger
Agreement to receive a fractional share will be entitled to receive only a
cash payment in lieu thereof, which payment will be in an amount equal to
the product of such fraction multiplied by the closing sale price of
BancTec Common Stock on the day of the Effective Time.
