<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1997
Registration No.
================================================================================
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. 1989 STOCK 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
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 1,000,000 shares $25.38 $25,380,000 $7,690.91
=================================================================================================
</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 June 19, 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 Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(c) 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, to the extent and for periods indicated in their
reports, have been audited by Arthur Andersen LLP and Price Waterhouse
LLP, independent public accountants, 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.
2
<PAGE>
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.
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. 1989 Stock Plan, as amended May 22, 1997,
filed as Exhibit 10.2 to BancTec's Annual Report on Form
10-K for the year ended December 31, 1996, incorporated by
reference herein.
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.
23.2 -- Consent of Independent Accountants, filed as Exhibit 23.2 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.
3
<PAGE>
(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) 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 20th day of June,
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 June 20, 1997
Grahame N. Clark, Jr. Chief Executive Officer and Director
(Principal Executive Officer)
/s/ RAGHAVAN RAJAJI
- ------------------------- Senior Vice President, Chief Financial June 20, 1997
Raghavan Rajaji Officer and Treasurer (Principal Financial
Officer)
/s/ MICHAEL D. KUBIC
- ------------------------- Vice President and Corporate Controller June 20, 1997
Michael D. Kubic (Principal Accounting Officer)
/s/ MICHAEL E. FAHERTY
- ------------------------- Director June 20, 1997
Michael E. Faherty
/s/ PAUL J. FERRI
- ------------------------- Director June 20, 1997
Paul J. Ferri
/s/ RAWLES FULGHAM
- ------------------------- Director June 20, 1997
Rawles Fulgham
/s/ THOMAS G. KAMP
- ------------------------- Director June 20, 1997
Thomas G. Kamp
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ A. A. MEITZ
- ------------------------- Director June 20, 1997
A. A. Meitz
- ------------------------- Director June __, 1997
Michael A. Stone
/s/ NORTON A. STUART, JR.
- ------------------------- Director June 20, 1997
Norton A. Stuart, Jr.
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description of Exhibit Page No.
- ------- ---------------------- ----------
5.1 -- Opinion of Tod V. Mongan
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Price Waterhouse LLP
24.1 -- Power of Attorney (see signature pages hereto)
7
<PAGE>
[BANCTEC LETTERHEAD APPEARS HERE]
EXHIBIT 5.1
June 20, 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, 1989 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>
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,
June 20, 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
June 20, 1997
