<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1998
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. 1994 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)
copy to:
<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 500,000 shares $13.094 $6,547,000 $1,820
=================================================================================================
</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 December 1, 1998.
================================================================================
<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, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(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, for the period ended December
31, 1997, 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
2
<PAGE>
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.
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. 1994 Stock Plan as amended May 21, 1998
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.
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 30th day of November,
1998.
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>
<S> <C> <C>
Signature Capacity Date
--------- -------- ----
/s/Grahame N. Clark, Jr.
- ------------------------------------ Chairman of the Board, President November 30, 1998
Grahame N. Clark, Jr. and Chief Executive Officer and
Director (Principal Executive
Officer)
/s/Raghavan Rajaji
- ------------------------------------ Senior Vice President, Chief November 30, 1998
Raghavan Rajaji Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
/s/Michael E. Faherty
- ------------------------------------ Director November 30, 1998
Michael E. Faherty
/s/Paul J. Ferri
- ------------------------------------ Director November 30, 1998
Paul J. Ferri
/s/Rawles Fulgham
- ------------------------------------ Director November 30, 1998
Rawles Fulgham
/s/A.A. Meitz
- ------------------------------------ Director November 30, 1998
A. A. Meitz
/s/Michael A. Stone
- ------------------------------------ Director November 30, 1998
Michael A. Stone
</TABLE>
5
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
4.1 - BancTec, Inc. 1994 Stock Plan as amended May 21, 1998
5.1 - Opinion of Tod V. Mongan
23.1 - Consent of Independent Public Accountants
24.1 - Power of Attorney (see signature pages hereto)
6
<PAGE>
EXHIBIT 4.1
BANCTEC, INC.
1994 STOCK PLAN
(as amended May 21, 1998)
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.
1.7. "Committee" shall mean the committee appointed pursuant to Section
3 hereof by the Board of Directors to administer this Plan.
<PAGE>
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.
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.
1994 STOCK PLAN
2
<PAGE>
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 1,500,000 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
that are not inconsistent with the provisions hereof and with the bylaws of the
Corporation as it may deem advisable.
1994 STOCK PLAN
3
<PAGE>
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 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.
1994 STOCK PLAN
4
<PAGE>
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.
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.
1994 STOCK PLAN
5
<PAGE>
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.
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
1994 STOCK PLAN
6
<PAGE>
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 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.
1994 STOCK PLAN
7
<PAGE>
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;
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
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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 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.
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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.
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
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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.
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
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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, 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
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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.
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.
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EXHIBIT 5.1
[LETTERHEAD OF BANCTEC APPEARS HERE]
November 30, 1998
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>
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
January 27, 1998, included in BancTec, Inc.'s Form 10-K for the year ended
December 31, 1997, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
November 30, 1998
