<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997
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.)
4851 LBJ FREEWAY, 12TH FLOOR
DALLAS, TEXAS 75244
(Address of principal executive offices, including zip code)
____________________
BANCTEC, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
TOD V. MONGAN
SENIOR VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
BANCTEC, INC.
4851 LBJ FREEWAY, 12TH FLOOR
DALLAS, TEXAS 75244
(972)341-4000
(Name, address and telephone number of agent for service)
copy to:
JIM A. WATSON
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7762
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per share* offering price* registration fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share 500,000 shares $22.50 $11,250,000 $3,409.09
===============================================================================================
</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended, and
based on the average of the high and low prices of the Common Stock reported
on The New York Stock Exchange on April 17, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by BancTec, Inc., a Delaware corporation (the
"Company'), and are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The description of the Company's Common Stock, $.01 par value per
share, contained in the Company's Registration Statement on Form 8-A
filed with the Commission on December 22, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date hereof and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
The financial statements and schedules incorporated by reference in the
registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports to opinion
with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Article Eleventh of the Certificate of Incorporation of the Company
provides that the Company shall indemnify its officers and directors to the
maximum extent allowed by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits
by or in the right of the Company, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Company, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Company also has the power to purchase and maintain insurance for its
directors and officers. Additionally, Article Eleventh of the Certificate of
Incorporation provides that, in the event that an officer or director files suit
against the Company seeking indemnification of liabilities or expenses incurred,
the burden will be on the Company to prove that the indemnification would not be
permitted under the Delaware General Corporation Law.
The preceding discussion of the Company's Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law.
2
<PAGE>
The Company has entered into indemnity agreements with its directors and
officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities at
the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 - BancTec, Inc. 1996 Employee Stock Purchase Plan, effective June
1, 1996, filed as Exhibit 10.5 to BancTec's Annual Report on Form
10-K for the year ended December 31, 1996, incorporated by
reference herein.
4.2 - Re-issued Letter from Tod V. Mongan dated February 6, 1997
4.3 - Employee Stock Purchase Plan Brochure
5.1 - Opinion of Tod V. Mongan
23.1 - Consent of Independent Public Accountants, filed as Exhibit 23.1
to BancTec's Form 10-K, incorporated by reference herein.
24.1 - Power of Attorney (see signature pages hereto)
ITEM 9. UNDERTAKINGS.
------------
The Company 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
Securities 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; and
(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 paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities 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.
3
<PAGE>
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
section 13(a) or section 15(d) of the Exchange 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 the 14th day of April,
1997.
BANCTEC, INC.
By: /s/ Grahame N. Clark, Jr.
-------------------------------------
Grahame N. Clark, Jr.
Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below authorizes Grahame N. Clark, Jr.
and Tod V. Mongan, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Company and to file any amendments to this Registration
Statement necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney may deem appropriate.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/Grahame N. Clark, Jr. Chairman of the Board, President and April 14, 1997
- ---------------------------- Chief Executive Officer and Director
Grahame N. Clark, Jr. (Principal Executive Officer)
/s/Raghavan Rajaji Senior Vice President, Chief Financial April 14, 1997
- ---------------------------- Officer and Treasurer (Principal Financial
Raghavan Rajaji and Accounting Officer)
/s/Michael D. Kubic Vice President and Corporate Controller April 14, 1997
- ---------------------------- (Principal Accounting Officer)
Michael D. Kubic
Director April 14, 1997
- ----------------------------
Michael E. Faherty
/s/Paul J. Ferri Director April 14, 1997
- ----------------------------
Paul J. Ferri
/s/Rawles Fulgham Director April 14, 1997
- ----------------------------
Rawles Fulgham
/s/Thomas G. Kamp Director April 14, 1997
- ----------------------------
Thomas G. Kamp
/s/A.A. Meitz Director April 14, 1997
- ----------------------------
A. A. Meitz
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Director April 14, 1997
- ----------------------------
Michael A. Stone
/s/Norton A. Stuart, Jr. Director April 14, 1997
- ----------------------------
Norton A. Stuart, Jr.
Director April 14, 1997
/s/Merle J. Volding
- ----------------------------
Merle J. Volding
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description of Exhibit Page No.
- ------- ---------------------- ----------
4.2 -- Re-issued Letter from Tod V. Mongan dated February 6, 1997
4.3 -- Employee Stock Purchase Plan Brochure
5.1 -- Opinion of Tod V. Mongan
23.1 -- Consent of Independent Public Accountants
23.2 -- Consent of Independent Accountants
24.1 -- Power of Attorney (see signature pages hereto)
7
<PAGE>
Exhibit 4.2
[LOGO OF BANCTEC APPEARS HERE]
IMPORTANT ANNOUNCEMENT
TO: All BancTec, Inc. Employees
FROM: Tod V. Mongan
Senior Vice President
DATE: February 6, 1997
SUBJECT: Re-Introduction to the Employee Stock Purchase Plan
- --------------------------------------------------------------------------------
For many years, BancTec has had the privilege of offering you the opportunity to
participate in the long-term success of the Company through employee ownership.
In our continuing effort to make this process as easy as possible for the
employees, we have engaged Smith Barney to administer the BancTec, Inc. 1996
Employee Stock Purchase Plan (the "Plan"). Employees who decide to participate
in the Plan must establish an account with Smith Barney.
A few significant changes were made when we adopted the Plan last year. They
are:
. Once you enroll in the Plan, your participation will be continuous
until you request, in writing, to be removed from active participation.
. The payroll deduction period for the Plan will be from January 1
through December 31 of each year.
. The enrollment period will be December 1 through December 15 of each year. The
required enrollment forms must be received by the Stock Plan Administrator
no later than December 15 to effect your participation. A fax will be accepted
if immediately followed by the original.
PLEASE READ THE PLAN, ENROLLMENT BROCHURE, AND THIS LETTER VERY CAREFULLY BEFORE
YOU DECIDE TO PARTICIPATE.
The Plan is not subject to any of the provisions of the Employment Retirement
Income Security Act of 1974 ("ERISA") and is not qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended.
One of the most important items to review when considering your participation in
the Plan is the tax implications to you, the participant. The following is a
brief description of the tax considerations of the Plan. PLEASE REVIEW THEM
CAREFULLY.
<PAGE>
TAX CONSIDERATIONS
Under the Plan, an employee will not recognize gain upon the receipt of a share
of stock if (a) he holds such stock for two years after the date he was first
granted the option to purchase such share and for one year after the transfer of
such share to him and (b) the employee is employed by the Company or a
subsidiary of the Company at all times during the period beginning with the date
he is granted the option and ending on the day three months before the date he
exercises the option.
The employee will, however, recognize gain when he thereafter disposes of the
stock, or dies still owning the stock. If an employee (a) disposes of shares
purchased under the option more than two years after the grant of the option and
one year after the transfer of such shares to him or (b) dies while owning such
shares, he will recognize ordinary income (compensation income) in the year of
disposition or death in an amount equal to the lesser of (1) the excess of the
fair market value of the shares at the time of such disposition or death over
the amount paid for such shares, or (2) the excess of the fair market value of
the shares at the time the option was granted over the option exercise price.
In the event that the option exercise price is not fixed or determinable at the
time the option is granted, then, for purposes of the rule, the option exercise
price shall be determined as if the option was exercised at such time. Any
remaining gain resulting from such disposition will constitute capital gain, and
any loss will constitute capital loss, if the shares are held as capital assets.
The employee's basis in the shares, for purposes of computing capital gain or
loss on the disposition of such shares, will be the exercise price plus any
amount of ordinary income recognized by him on the disposition of the shares.
In general, if the employee dies while owning such shares, his basis in the
shares, for purposes of computing capital gain or loss on the ultimate
disposition of such shares by his beneficiary, will be the fair market value of
such shares on the date of the employee's death (without regard to any amount
includible in the decedent's gross income).
If an employee disposes of shares acquired pursuant to the option within two
years of the date of the grant of the option or within one year after the
transfer of such shares to him, he will recognize ordinary income (taxable as
compensation) in the year of disposition equal to the excess, if any, of the
fair market value of the shares on the date of exercise over the exercise price,
regardless of whether such excess is greater than the gain realized on the
disposition. In addition, if such shares are held as capital assets, the
employee will realize (a) capital gain equal to the excess of the sales price
over the fair market value of the shares on the date the option was exercised or
(b) capital loss equal to the excess of the fair market value of the shares on
the date the option was exercised over the sales price. The basis in the
shares, for purposes of computing such gain, will be the exercise price of the
shares plus the amount of ordinary income recognized by the employee on the
disposition of the shares. Such gain will be long-term if the shares have been
held more than one year at the time of disposition.
The Company is not entitled to any deduction for federal income tax purposes in
connection with the issuance or exercise of an option under the Plan unless the
employee makes a disposition of the shares purchased pursuant to the option
within two years after the date of the grant of the option or within one year
after the transfer of such shares to him. If the employee disposes of the shares
within such period, the Company will be entitled to a deduction equal to the
amount recognized by the employee as ordinary income. Any disposition of the
shares after the end of such period does not entitle the Company to any
deduction for federal income tax purposes.
Under the Code, an employee, upon the exercise of a right to purchase stock
under the Plan, will not be in receipt of an item of "tax preference" as
described in Section 57 of the Code.
The foregoing description of the federal income tax consequences of the Plan is
intended merely as an aid for employees, and the Company assumes no
responsibility in connection with the income tax liability of any employees.
Employees are urged to obtain competent professional advice regarding
applicability of federal, state, and local tax laws.
<PAGE>
EXHIBIT 4.3
(BANCTEC, INC. EMPLOYEE STOCK PURCHASE PLAN BROCHURE)
AN OPPORTUNITY TO PURCHASE
BANCTEC, INC.
COMMON STOCK
THROUGH PAYROLL DEDUCTIONS
- ----------------------------------
The BancTec, Inc. (BancTec) Employee Stock Purchase Plan (ESPP) presents you
with the opportunity to acquire stock ownership in BancTec. The ESPP provides a
way for you to share in the growth and success of your Company not only as an
employee, but also as a shareholder.
The BancTec ESPP enables you to purchase shares of BancTec Common Stock at a 15%
discount through payroll deductions. For as little as 1% of your base pay per
pay period, you can invest for the future and become a shareholder of BancTec.
In addition, you will save on brokerage fees and other costs related to
purchasing shares of BancTec stock.
BancTec has arranged with Smith Barney Inc. (Smith Barney), one of the nation's
leading investment firms, to maintain individual employee accounts for those who
elect to participate. Smith Barney will maintain the accounts and mail a
statement to the participant following each transaction.
This brochure and the ESPP Prospectus will attempt to explain all aspects of the
ESPP. If you have any additional questions, please contact your Option Plan
Administrator or a Smith Barney representative. You can reach Smith Barney
toll-free at 1-800-367-4777 (between 8:30 a.m. and 5:30 p.m. Eastern Standard
Time), or by writing or faxing a letter to:
Smith Barney
EMSIP Department
388 Greenwich Street, 18th Floor
New York, New York 10013
FAX: (212) 816-3226
Participation by eligible employees is entirely voluntary and BancTec will make
no recommendations to its employees regarding participation in the ESPP.
DISCOUNT
Under the ESPP, shares of BancTec Common Stock are purchased at a 15% discount
from the lesser of (a) the Initial Offering Price (IOP), or (b) the Alternate
Offering Price (AOP). The IOP is the Fair Market Value (closing stock price) of
the shares on the 1st business day of the offering period (for the first
offering period the IOP is the closing price on June 1, 1996 and the AOP is the
closing price on December 31, 1996). The AOP is the Fair Market Value (closing
stock price) as of the last business day of the purchase period in December.
ELIGIBILITY
You are eligible if on the December 1 immediately preceding the purchase period
(June 1, 1996 for the first offering period), (a) you have been employed 90 days
or more, (b) you work at least 20 hours per week and five months per year, and
(c) you are not excluded from plan participation by a specific provision of the
ESPP.
<PAGE>
EMPLOYEE'S ACCOUNT WITH SMITH BARNEY INC.
- --------------------------------------------
Smith Barney will open and maintain accounts for participants in the ESPP,
accept contributions annually, and will allocate on behalf of BancTec employees
whole shares of the total subscribed BancTec Common Stock at the discounted
price.
BancTec will pay all fees to Smith Barney on purchases made through payroll
deduction. Smith Barney commissions and charges in connection with sales or
purchases made other than by payroll deduction will be payable by the employee
who initiates the transaction.
OPENING ACCOUNT
An eligible employee who elects to participate in the ESPP must open an account
with Smith Barney by:
1. Completing the attached authorization for payroll deductions; and
2. Executing the attached purchase order, authorizing Smith Barney to establish
the employee account; and
3. Completing the substitute IRS W-9 form at the bottom of the purchase order
form, which is needed to certify that you are not subject to backup
withholding; and
4. Forwarding all completed forms to your Option Plan Administrator.
DEDUCTION AUTHORIZATION
You may designate from 1% to 10% of your base pay deducted per pay period. The
amount of the deduction may not exceed $25,000 of the Fair Market Value of the
stock per calendar year (as required by the I.R.S.). All stock amounts withheld
are "after tax." Base pay means basic gross annual salary (excluding
commissions, overtime, bonuses or approved expenses) as of the December 1 (June
1, 1996 for the first offering period) immediately preceding the purchase
period. BancTec will send to Smith Barney as soon as possible following the end
of each purchase period a list of the amounts deducted for each employee. Upon
receipt of this information, Smith Barney will allocate full shares to each
employee account based on the appropriate subscribed shares and discounted
purchase price. Smith Barney will maintain on its books a Stock Purchase Plan
account for each participating employee and mail a statement of account
following each transaction.
Stock dividends and/or any stock splits with respect to shares held in the
employee's account will be credited to the account without charge. For cash
dividends (when paid), Smith Barney will reinvest the amount in additional
shares of BancTec. At any time, the employee may instruct Smith Barney to sell a
part or all of the full and fractional interest in shares held in the employee's
account. Upon request, Smith Barney will mail to the employee a check for the
proceeds, less the brokerage commission and any transfer taxes, registration fee
or other normal charges which are customarily paid by sellers of shares. The
relationship between Smith Barney and the employee is the normal relationship of
a broker and client. BancTec does not assume any responsibility in this
respect. There will be no charge to the employees for Smith Barney's custody of
stock certificates, or in connection with notices, proxies or other such
material.
<PAGE>
QUESTIONS AND ANSWERS
- ----------------------------------
What is the purpose of the ESPP?
The purpose of the ESPP is to give eligible employees an opportunity to acquire
an ownership interest in BancTec.
The ESPP offers employees an inexpensive and convenient way to purchase BancTec
Common Stock. Participants purchase shares at a 15% discount, receive a
discount on brokerage fees, and BancTec pays all fees relating to the purchase
of stock through the ESPP. The ESPP encourages regular, scheduled investing and
is a means of supplementing your individual investing program.
Is there a guarantee against loss under the ESPP?
No. There is no guasantee against loss due to market fluctuations. The
investor, in seeking the benefits of share ownership, must also accept the
risks.
How is this ESPP different from a 401(k) Plan?
Unlike the 401(k) Plan, your contributions to the ESPP are made with after-tax
dollars. Therefore, your contributions to the ESPP will not reduce your annual
W-2 income. Also, unlike the 401(k), you may sell your stock at any time
without paying an early withdrawal penalty. However, the gain or loss you
realize must be reported on your individual income tax return during the year of
sale. The discount portion of your purchase price may be subject to specific
tax treatment depending on how long you owned the stock. Please refer to the
Prospectus or consuIt a tax professional for details.
Can I change the amount of my payroll deduction?
No. An employee may not change his payroll deduction during the purchase
period. You may stop contributing to the ESPP at any time; however, you will
not be able to re-enroll until the next offering period.
What is the maximum number of shares that can be purchased?
The maximum shares that can be purchased under the ESPP is the lesser of the
employees' aggregate annual payroll deduction divided by the lOP, the IRS
maximum of $25,000 of Fair Market Value of the stock per calendar year or 500
shares.
How are the shares purchased?
Shares are purchased annually and deposited in your Smith Barney account. Smith
Barney will purchase from BancTec as many subscribed whole shares as elected by
the participants based on the appropriate discount price.
How much do I pay for the shares?
Stock prices fluctuate by the minute depending upon the supply and demand of the
stock. The price you pay will be 85% of the lesser of (a) the Initial Offering
Price (lOP), or (b) the Alternate Offering Price (AOP). The lOP is the Fair
Market Value (closing stock price) of the shares on the 1st day of the December
immediately preceding the purchase period (for the first offering period the lOP
is the closing price on June 1, 1996 and the AOP is the closing price on
December 31, 1996). The AOP is the Fair Market Value (closing stock price) as of
the last business day of the purchase period. You do not pay any brokerage fees
(except dividend reinvestment) or other costs for purchases made through the
ESPP.
Are there any transfer restrictions?
Yes. You cannot transfer or pledge your right to receive shares. If you wish
to transfer or pledge your shares, you will need to take delivery of your
shares.
Will I automatically receive share certificates when I purchase shares under the
ESPP?
No. Certificates for shares of common stock purchased under the ESPP will be
held by Smith Barney in "street name" (without charge), but can be delivered to
you upon written request. There is a charge of $15.00 for issuance of the
<PAGE>
certificates. The number of shares credited to your account under the ESPP will
be shown on your statement of account. This feature protects against loss,
theft, or destruction of stock certificates.
Will I have the same rights as any other shareholder of BancTec?
Yes. These rights include the right to vote and the right to receive
information generally sent to shareholders, such as the annual report and proxy
statement.
May I make additional stock purchases directly with Smith Barney?
Yes. You can use Smith Barney to purchase additional BancTec stock outside of
the BancTec ESPP. Simply send your check (minimum $100, no third party checks)
or money order payable to Smith Barney with a Transaction Order Form or a
written request to purchase BancTec stock. Please mail your check and form to:
Smith Barney Inc.
388 Greenwich Street, 18th Floor
New York, New York 10013
ATTN: EMSIP Department
Please write your social security number on your check or money order. You will
receive a discount on brokerage fees for any BancTec stock sold through Smith
Barney. However, note that BancTec stock purchases made other than through ESPP
payroll deductions will not receive the 15% discount.
---
What must I do to sell my stock?
If you wish for your order to be executed immediately, just call 1-800-367-4777
and indicate your order to sell. Please have your Social Security or Tax ID
number and 4 digit PIN available to access your account. You may be asked to
follow-up with a written letter or a transaction order form (available from your
local Human Resources Manager or Option Plan Administrator). If you are not
concerned with immediate execution of your order, mail or fax a transaction
order form or a written request to:
Smith Barney Inc.
388 Greenwich Street, 18th Floor
New York, New York 10013
ATTN: EMSIP Department
FAX: (212) 816-3226
How do I withdraw from the ESPP?
You may withdraw from the ESPP at any time by providing written notice to your
Option Plan Administrator. Partial withdrawals are not permitted. As soon as
possible, after receipt of this notification, you will be mailed a check for
refund of any full balance accumulated in your account that has not been applied
toward the purchase of shares. Once you withdraw, you may not resume
participation until the next offering period.
Can I continue in the ESPP after I leave the Company?
No. Because shares purchased under the ESPP are based on payroll deductions,
your participation in the ESPP must be terminated upon your retirement,
resignation, death, or other termination of employment. However, you may
continue to maintain your account with Smith Barney and make direct purchases if
you wish. You will pay the entire cost of each transaction.
What kind of records do I need to keep for tax purposes?
It is very important to keep all statements that Smith Barney sends to you as
the information on the statements will verify your actual cost of the shares of
stock. When you sell the stock, you will need to know your cost in order to
compute the proper amount of gain or loss on the sale.
Can I name a beneficiary for my ESPP account?
No. The balance of your account would be paid directly to your estate. You do,
however, have the option to open a joint account with right of survivorship with
your spouse or any other person of legal age.
<PAGE>
Will the receipt of purchase rights or the purchase of shares on my behalf under
the ESPP result in taxable income?
The ESPP is intended to be an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code. Under such a plan, no taxable
income is reportable by the participant either upon receipt of the purchase
right at the time of entry into the purchase period or upon the purchase of
shares on the purchase date.
When and how will I be subject to Federal income taxes on the purchased shares?
You will recognize taxable income in the year in which there is a disposition of
the purchased shares. Your federal income tax liability will depend on whether
you make a qualifying or disqualifying disposition of the purchased shares. A
qualifying disposition will occur if the sale or other disposition of the shares
is made after you have held the shares for (i) more than two years after the
start date of the purchase period and (ii) more than one year after the actual
purchase date. A disqualifying disposition is any sale or other disposition
which is made prior to the satisfaction of either of the two minimum holding
period requirements. For further detail on the tax consequences of the ESPP
please refer to the Prospectus and consult with a tax professional.
<PAGE>
TERMS AND CONDITIONS
- ----------------------------------
TO: SMITH BARNEY
I have received a copy of the ESPP Prospectus and I hereby affirm that I have
attained the age of majority in the state in which I reside. I agree that the
following terms and conditions shall govern the handling of my account by Smith
Barney under this purchase order.
1. All provisions of the Constitution, rules and regulations and all customs and
usages of the Exchange or marketplace where transactions are executed, as
from time to time in effect shall apply.
2. Periodic payments for my account from 1% to 10% of my base pay, not to exceed
$25,000 of Fair Market Value of the stock per calendar year will be made
through payroll deductions by my employer, for the purchase of Common Stock
of BancTec. Upon purchase of these shares, full shares will be allocated to
my account on the basis of the maximum subscribed shares and the applicable
discounted purchase price per share.
3. Purchases other than by payroll deductions may be ordered at any time by
direct remittance to Smith Barney. Such purchase orders and sales initiated
and transmitted in writing will be executed at the opening of the market or
as soon as practicable thereafter, on the business day following receipt of
the order. Sell orders transmitted by phone will be entered for execution
immediately.
4. My pro-rata share of stock dividends and stock splits shall be credited to my
account. Cash dividends and proceeds of sales of rights and other
distributions received for my account can be reinvested in additional shares
of BancTec unless I notify you to the contrary in writing. In the absence of
receiving timely instructions from me with respect to tenders or exchanges,
you are authorized to tender or exchange my shares whenever in your opinion
it would be in my best interest to do so.
5. Fees for purchases made through payroll deductions will be paid by my
employer. Commissions on purchases other than by payroll deductions and on
sales will be charged to me at the special plan rates prevailing at Smith
Barney at the time of the transaction.
6. I have the option to revise my payroll deduction within the specified limits
or withdraw from the Plan by notifying my employer in writing. If I
terminate my payroll deduction, Smith Barney shall continue to maintain the
account for a reasonable period of time unless I elect to close it. I may at
any time direct that all or part of the shares be sold or that a certificate
for all or part of the full shares held in my account be registered in my
name and mailed to me subject to the certificate withdrawal fee. Also, I may
deposit in my account any additional shares of BancTec to be held by Smith
Barney in "street name".
7. Copies of annual reports, proxy statements, and any other material issued to
stockholders will be mailed to me, provided the balance in my account is one
share or more.
8. In the event you are advised of my death or legal incapacity, my account will
be terminated as to future purchases and any securities and cash shall be
held, pending receipt of instructions and supporting documents from my legal
representative.
9. BancTec reserves the right to discontinue the ESPP Program at any time it
deems advisable. Smith Barney may also discontinue its services as operating
broker for the ESPP upon written notice to me.
SMITH BARNEY INC.
MEMBER SIPC
388 GREENWICH STREET, 18TH FLOOR
NEW YORK, NEW YORK 10013
<PAGE>
PURCHASE ORDER FORM
- ----------------------------------
TO: SMITH BARNEY
I elect to invest in the Common Stock of BancTec, Inc. through payroll
deductions. I reserve the right to cancel this order at any time, without
penalty or charge, by notifying you in writing and you may cancel this order at
any time by notifying me in writing. Purchases made before a cancellation
notice is received will not be affected by such notice. The terms and
conditions set forth on the back of this folder are a part of this purchase
order.
- --------------------------------------------------------------------------------
Employee Print or Type Full Legal Name (Mrs. Jane A. Doe, not Mrs. John A. Doe)
- --------------------------------------------------------------------------------
If Applicable. Print or Type Name of Joint Owner
- --------------------------------------------------------------------------------
Employee Signature
- --------------------------------------------------------------------------------
Signature of Joint Owner, Sign Legal Name (Mrs. Mary K. Doe, not Mrs. John A.
Doe)
- --------------------------------------------------------------------------------
Home Address
- --------------------------------------------------------------------------------
City and State Zip Code
- --------------------------------------------------------------------------------
Citizenship
SHAREHOLDER INFORMATION
To improve communications between companies and their shareholders, the
Securities and Exchange Commission has adopted Rule 14b-l(c), which allows
companies to communicate directly with non-objecting beneficial owners. Under
this rule, unless you object, Smith Barney will be required to provide your
name, address and share balance to the company whose security you own. The Rule
prohibits companies from using this information for any purpose other than to
communicate directly with you. Please check this box only if you object to the
disclosure of this information. (Box)
-----
CERTIFICATION OF TAX I.D. SUBSTITUTE IRS W-9 FORM
Please indicate your Social Security or Tax I.D. number.
- --------------------------------------------------------------------------------
I certify under the penalties of perjury (1) that the number above is my correct
Social Security or taxpayer identification number and (2) that I am not subject
to backup withholding either because I have not been notified by the IRS that I
am subject to backup withholding as a result of failure to report all interest
or dividends, or the IRS has notified me that I am no longer subject to backup
withholding. The Internal Revenue Service does not require your consent to any
provision of this document other than the certifications required to avoid
backup withholding.
- --------------------------------------------------------------------------------
Signature Date
Certification Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding.
<PAGE>
BANCTEC, INC.
EMPLOYEE STOCK PURCHASE PLAN
- ----------------------------------
To open an account, just fill out this form and return to:
BancTec, Inc.
Option Plan Administrator
4435 Spring Valley Road
Dallas, TX 75244
Joint Account
With Rights of Survivorship
To: SMITH BARNEY INC.
In connection with our Joint Account with rights of survivorship, we confirm
that:
1. In all matters pertaining to the account, you may act upon instructions
from either of us.
2. If both of us reside in a state other than Arizona, California, Idaho,
Louisiana, Nevada, New Mexico, Texas, Washington, or Puerto Rico, upon the
death of either of us, all securities, funds, and property in the joint
account shall be the sole property of the survivor.
3. If either of us resides in the state of Arizona, California, Idaho,
Louisiana, Nevada, New Mexico, Texas, Washington, or Puerto Rico, upon the
death of either of us all securities, funds, and property in the joint
account shall be divided, with one half belonging to the survivor and one
half belonging to the estate of the deceased.
- --------------------------------------------------------------------------------
Employee Signature Date
- --------------------------------------------------------------------------------
Signature of Joint Owner Date
<PAGE>
BANCTEC, INC.
EMPLOYEE STOCK PURCHASE PLAN
- ----------------------------------
PAYROLL DEDUCTION AUTHORIZATION
I hereby authorize the Company to withhold the amount specified here below from
my Eligible Compensation. I further authorize the Company to apply the amounts
withheld toward the purchase of shares of BancTec Common Stock under the BancTec
Employee Stock Purchase Plan. I understand that this deduction authorization
may be increased or decreased within the ESPP guidelines or terminated by me at
any time upon notifying my employer.
________________________________________%
*Deduction Amount Per Pay Period.
* You may authorize a deduction amount of 1% to 10% of your base pay up to the
I.R.S. maximum of $25,000 of Fair Market Value of the stock per calendar year.
Base pay is basic annual salary (excluding commissions, overtime, bonuses, or
approved expenses) as of the December 1 immediately preceding the purchase
period. All ESPP deductions are "after-tax."
- ------------------------------------------------
Employee Name (Print or Type)
- ------------------------------------------------
Social Security Number
- ------------------------------------------------
Location
- ------------------------------------------------
Employee Signature Date
- ------------------------------------------------
FOR PAYROLL USE ONLY:
Date of Employment:
----------------------------
Date of Entry Into Plan:
-----------------------
Entered By: Date:
------------------- -----------
<PAGE>
PLEASE RETURN ALL FORMS TO YOUR
OPTION PLAN ADMINISTRATOR AT:
BANCTEC, INC.
4435 SPRING VALLEY ROAD
DALLAS, TX 75244
- ------------------------------------------------
This document constitutes part of a prospectus covering securities registered
under the Securities Act of 1933, as amended.
<PAGE>
Exhibit 5.1
[LOGO OF BANCTEC APPEARS HERE]
April 14, 1997
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, 1996 Employee Stock Purchase
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>
EXHIBIT 23.1
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 reports dated
February 20, 1997, included in BancTec, Inc.'s Form 10-K for the year ended
December 31, 1996, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
April 14, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use of our report dated December 7, 1994, relating to
the financial statements of Recognition International, Inc. and its
subsidiaries, which report appears on page 44 of the BancTec, Inc. Annual Report
on Form 10-K for the year ended December 31, 1996, which Form 10-K we understand
has in turn been incorporated by reference into BancTec's previously filed
Registration Statement Form S-3 (No. 33-28942); Registration Statement Form S-8
(No. 33-28939); Registration Statement Form S-8 (No. 33-29163); Registration
Statement Form S-8 (No. 33-32824); Registration Statement Form S-3 (No. 33-
35988); Registration Statement Form S-8 (No. 33-37377); Registration Statement
Form S-3 (33-49918); Registration Statement Form S-8 (33-71114); and
Registration Statement Form S-8 (33-58335).
PRICE WATERHOUSE LLP
Dallas, Texas
April 18, 1997
