<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998, or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-9859
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 Number)
4851 LBJ Freeway 75244
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(972) 341-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
- ------------------------------------------ --------------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 31, 1999, was $195,183,101. The amount was based on the
closing price of the Common Stock on the New York Stock Exchange on March 31,
1999. For purposes of this computation, only executive officers, board members
and beneficial owners of more than 5% of the Company's outstanding stock are
deemed to be affiliates.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Number of Shares Outstanding at
Title of Each Class March 31, 1999
- ------------------------------ -------------------------------
Common Stock, $.01 par value 19,416,652
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
The undersigned registrant hereby amends Part III of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 to read in its entirety as
follows:
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position Expiration of Term
- --------------------------- --- ----------------------- ------------------
<S> <C> <C> <C>
Grahame N. Clark, Jr. 56 Chairman, President and 1999
Chief Executive Officer and Director
Michael E. Faherty 64 Director 2000
Paul J. Ferri 60 Director 2000
Rawles Fulgham 71 Director 2001
A.A. Meitz 61 Director 1999
Michael A. Stone 62 Director 1999
</TABLE>
The term of office for each director shall be until the year set forth
opposite each director's name above or until a successor is elected and
qualified.
Mr. Clark has been a director of the Company since September 1985. Mr.
Clark has been Chairman and Chief Executive Officer of the Company since April
1987 and President since September 1995. Mr. Clark also serves as a director of
The Dyson-Kissner-Moran Corporation (a private investment company).
Mr. Faherty has been a director of the Company since September 1984. Since
1977, Mr. Faherty has been president of MICO, Inc., a family-owned consulting
and contract executive business. As part of the contract executive business,
Mr. Faherty from time to time serves as a corporate officer of companies.
Currently, he is serving as non executive chairman of eccs inc. (a manufacturer
of mass storage subsystems and an integrator of systems utilizing such
subsystems). Mr. Faherty also serves as a director of eccs inc. and Frontier
Corporation (a provider of telecommunication services). Mr. Faherty is also an
active investor in private and public companies, a portion of which activities
are conducted through Faherty Property Company Limited, a family-owned
partnership.
Mr. Ferri has been a director of the Company since September 1978. Mr.
Ferri has been managing general partner in Matrix Partners I, II, III and IV,
L.P. (venture capital investment partnerships) since January 1982, August 1985,
March 1990, and January 1995, respectively. In addition, Mr. Ferri is a
director of Applix, Inc. (real time decision support software), Techforce
Corporation (integrated network support solutions), and VideoServer Inc. (video
teleconferencing).
Mr. Fulgham has been a director of the Company since June 1982. From
September 1989 to December 1998, Mr. Fulgham served as senior advisor to Merrill
Lynch & Co., Inc., having been executive director of Merrill Lynch Private
Capital Inc. from 1982 to September 1989. In addition, Mr. Fulgham presently
serves on the Advisory and Audit Committees of Dorchester Hugoton, Ltd. (engaged
in development, production, and processing of natural gas). Since December 1998,
Mr. Fulgham has served as Chairman of the Board, Chief Executive Officer, and
director of Global Industrial Technologies, Inc. (a provider of products for
industrial production and infrastructure development). Mr. Fulgham also serves
as director of NCH Corporation (a manufacturer of products used in maintenance
applications) and from 1975 to 1998 Mr. Fulgham served as director of Dresser
Industries, Inc. (a supplier to energy-related companies) until its merger with
Halliburton Company.
Mr. Meitz was formerly with the firm of Booz-Allen & Hamilton, Inc. (an
international management and technology consulting firm) for more than 25 years
and was a Senior Vice President until he elected retirement in August 1994. Mr.
Meitz also served as a member of the Booz-Allen Board of Directors and Chairman
of its Audit Committee. The majority of his work has focused on issues of
business strategy, marketing and organization design. In addition, Mr. Meitz
served as a director of Recognition International Inc. until October 1995.
Presently, Mr. Meitz serves as a director of Associated Materials Incorporated
(a building products company), Northern Trust Bank of Texas (a subsidiary of
Northern Trust Bank of Illinois), and Targeted Marketing Systems, Inc. (a
management direct marketing agency).
1
<PAGE>
Mr. Stone has been a director of the Company since January 1979. Since
March 1985, Mr. Stone has been a general partner of Davis Venture Group, L.P.,
the general partner of Davis Venture Partners, L.P. (a venture capital
partnership).
The information regarding executive officers of the Company is contained in
Part I of this Annual Report on Form 10-K.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in such ownership. Officers, directors and greater than
ten percent stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms that they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the Company's fiscal year ended December 31, 1998,
the applicable Section 16(a) filing requirements were complied with for all
transactions.
Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth certain information regarding compensation
earned during 1998, the fiscal year ended December 31, 1997 ("1997"), and the
fiscal year ended December 31, 1996 ("1996"), by the Company's Chief Executive
Officer and each of the Company's four other most highly compensated executive
officers (based upon salary and bonus earned during 1998). All information
relating to shares of Common Stock and options to purchase Common Stock
contained herein has been adjusted to reflect the three-for-two stock split of
Common Stock effected in February 1993.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Restricted
Fiscal Bonus Long Term Stock Options
Name and Principal Position(s) Year Salary ($) ($)(1) Bonus($)(2) Award(s)($) (#)(3)
- ---------------------------------------- ------ ----------- -------- ----------- ------------ -------
Grahame N. Clark, Jr. 1998 281,390 202,300 107,100 54,820(4) 150,000
Chairman, President and Chief 1997 281,390 310,675 164,475 51,000 100,000
Officer 1996 280,919 289,000 153,000 210,902 100,000
Raghavan Rajaji 1998 200,278 93,500 38,500 26,249(5) 121,000
Senior Vice President, Treasurer and 1997 200,278 148,750 43,750 25,500 40,000
Chief Financial Officer 1996 201,653 144,500 42,500 6,817 57,500
John G. Guthrie 1998 176,549 74,375 39,375 19,512(6) 33,000
Senior Vice President 1997 176,307 110,633 58,570 20,995 10,000
1996 176,653 119,000 63,000 13,583 50,000
James E. Uren 1998 175,000 89,250 47,250 20,880(7) 33,000
Senior Vice President 1997 136,307 118,405 62,685 23,630 10,000
1996 136,226 133,875 70,875 57,908 62,500
Kevin L. Roper 1998 158,169 89,250 26,250 396,999(8) 89,000
Vice President 1997 131,307 87,351 25,691 6,012 40,000
1996 117,178 88,400 26,000 2,835 82,000
</TABLE>
____________
(1) Reflects bonus earned during the fiscal year. In some instances, all or a
portion of the bonus was paid during the next fiscal year.
(2) Bonus vests ratably over a period of three years and is not available to
the individual until the later of retirement from the Company or attainment
of the age of 62.
2
<PAGE>
(3) Options to acquire shares of Common Stock.
(4) On December 31, 1998, Mr. Clark held 28,642 shares of restricted Common
Stock granted under the BancTec, Inc. 1989 Stock Plan (the "1989 Plan")
with a value of $359,749 based upon the last sales price of Common Stock
reported on the NYSE on December 31, 1998, the last trading day of 1998.
Of these 28,642 shares of restricted stock, the following grants vest, in
whole or in part, in under three years from the date of grant:
<TABLE>
<CAPTION>
Grant Vest Grant Vest Grant Vest Grant Vest
Date Shares Date Date Shares Date Date Shares Date Date Shares Date
- -------- ------ ------ ------ ------ ------ ------- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/1/96 1,403 1/1/97 1/3/96 571 1/3/97 2/20/97 800 2/20/98 1/27/98 708 1/27/99
1,403 1/1/98 571 1/3/98 800 2/20/99 708 1/27/00
1,403 1/1/99 571 1/3/99 800 2/20/00 708 1/27/01
----- ----- -----
1,403 1/1/00 1,713 2,400 2,124
1,404 1/1/01
-----
7,016
</TABLE>
Dividends, if any, paid in respect of Common Stock will be paid in respect
of Common Stock held as restricted stock.
(5) On December 31, 1998, Mr. Rajaji held 1,951 shares of restricted Common
Stock granted under the 1989 Plan with a value of $24,504 based upon the
last sales price of Common Stock reported on the NYSE on December 31, 1998,
the last trading day of 1998. Of these 1,951 shares of restricted stock,
the following grants vest, in whole or in part, in under three years from
the date of grant:
<TABLE>
<CAPTION>
Grant Grant Grant
Date Shares Vest Date Date Shares Vest Date Date Shares Vest Date
- -------- ------ --------- ------- ------ --------- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1/3/96 133 1/3/97 2/20/97 400 2/20/98 1/27/98 339 1/27/99
134 1/3/98 400 2/20/99 339 1/27/00
134 1/3/99 400 2/20/00 339 1/27/01
--- ----- -----
401 1,200 1,017
</TABLE>
Dividends, if any, paid in respect of Common Stock will be paid in respect
of Common Stock held as restricted stock.
(6) On December 31, 1998, Mr. Guthrie held 1,681 shares of restricted Common
Stock granted under the 1989 Plan with a value of $21,113 based upon the
last sales price of Common Stock reported on the NYSE on December 31, 1998,
the last trading day of 1998. Of these 1,681 shares of restricted stock,
the following grants vest, in whole or in part, in under three years from
the date of grant:
<TABLE>
<CAPTION>
Grant Grant Grant
Date Shares Vest Date Date Shares Vest Date Date Shares Vest Date
- -------- ------ --------- ------- ------ --------- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1/3/96 266 1/3/97 2/20/97 330 2/20/98 1/27/98 252 1/27/99
266 1/3/98 329 2/20/99 252 1/27/00
267 1/3/99 329 2/20/00 252 1/27/01
--- --- ---
799 988 756
</TABLE>
Dividends, if any, paid in respect of Common Stock will be paid in respect
of Common Stock held as restricted stock.
(7) On December 31, 1998, Mr. Uren held 1,763 shares of restricted Common Stock
granted under the 1989 Plan with a value of $22,143 based upon the last
sales price of Common Stock reported on the NYSE on December 31, 1998, the
last trading day of 1998. Of these 1,763 shares of restricted stock, the
following grants vest, in whole or in part, in under three years from the
date of grant:
3
<PAGE>
<TABLE>
<CAPTION>
Grant Vest Grant Vest Grant Vest Grant Vest
Date Shares Date Date Shares Date Date Shares Date Date Shares Date
- -------- ------ ------ ------ ------ ------ ------- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/1/96 1,271 1/1/97 1/3/96 213 1/3/97 2/20/97 371 2/20/98 1/27/98 270 1/27/99
1,272 1/1/98 213 1/3/98 371 2/20/99 270 1/27/00
-----
2,543 213 1/3/99 370 2/20/00 269 1/27/01
--- ----- ---
639 1,112 809
</TABLE>
Dividends, if any, paid in respect of Common Stock will be paid in respect
of Common Stock held as restricted stock.
(8) On December 31, 1998, Mr. Roper held 17,339 shares of restricted Common
Stock granted under the 1989 Plan with a value of $217,777 based upon the
last sales price of Common Stock reported on the NYSE on December 31, 1998,
the last trading day of 1998. Of these 17,339 shares of restricted stock,
the following grants vest, in whole or in part, in under three years from
the date of grant:
<TABLE>
<CAPTION>
Grant Vest Grant Vest Grant Vest Grant Vest
Date Shares Date Date Shares Date Date Shares Date Date Shares Date
- -------- ------ ------ ------- ------ ------- ------ ------ ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/3/96 114 1/3/97 2/20/97 245 2/20/98 1/2/98 859 1/2/99 1/27/98 199 1/27/99
114 1/3/98 245 2/20/99 859 1/2/00 199 1/27/00
115 1/3/99 244 2/20/00 859 1/2/01 199 1/27/01
--- --- ---
343 734 859 1/2/02 597
859 1/2/03
-----
4,295
</TABLE>
Dividends, if any, paid in respect of Common Stock will be paid in respect
of Common Stock held as restricted stock.
Option Grants in 1998
The following table sets forth information related to options granted to
the named executive officers during 1998.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Individual Grants of Stock Price
----------------------------------------------------- Appreciation for
Options Percent of Total to Exercise or Option Term (1)
Granted Employees Base Price Expiration
Name (#)(2) In Fiscal Year[%] ($/Sh)(3) Date 5%($) 10%($)
- --------------------------- ------- -------------------- -------------- -------------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Grahame N. Clark, Jr. 150,000 7.8307 12.75 December 17, 650,433 1,475,610
2004
Raghavan Rajaji 121,000 6.3168 12.75 December 17, 524,682 1,190,326
2004
John G. Guthrie 33,000 1.7228 12.75 December 17, 143,095 324,634
2004
James E. Uren 33,000 1.7228 12.75 December 17, 143,095 324,634
2004
Kevin L. Roper 89,000 4.6462 12.75 December 17, 385,923 875,529
2004
</TABLE>
____________
(1) The potential realizable value portion of the foregoing table illustrates
the value that might be realized upon exercise of the options immediately
prior to the expiration of their term, assuming the specified compound
rates of appreciation of the Common Stock over the term of the options.
These amounts do not take into account provisions of certain options
providing for termination of the options following termination of
employment, nontransferability, or vesting periods of up to five years.
These amounts represent certain assumed rates of appreciation only. Actual
gains on stock option exercises are dependent on the future performance of
the Common Stock and overall stock market conditions. There can be no
assurance that the potential values reflected in this table will be
achieved. All amounts have been rounded to the nearest whole dollar
amount.
(2) Options to acquire shares of Common Stock, which were granted on December
17, 1998, under the 1989 Plan will vest ratably over five years beginning
one year after the date of grant.
4
<PAGE>
(3) The option exercise price may be paid in shares of Common Stock owned by
the executive officer, in cash, or a combination of either of the
foregoing, as approved by the Option Committee in its discretion.
Aggregated Option Exercises in 1998 and Fiscal Year-End Option Values
The following table sets forth information related to the number of options
exercised in 1998 and the value realized by the named executive officers.
Further, the table provides information related to the number and value of
options held by the named executive officer at the end of 1998.
<TABLE>
<CAPTION>
Value of Unexercised
Shares Number of Unexercised Option In-the-Money Options
Acquired Value at Fiscal Year-End at Fiscal Year-End(1)
Name on Exercise(#) Realized($)(2) Exercisable(#) Unexercisable Exercisable($) Unexercisable($)
- ----------------------- -------------- -------------- -------------- ------------- -------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Grahame N. Clark, Jr. 0 0 220,600 330,400 0 0
Raghavan Rajaji 0 0 73,000 215,500 0 0
John G. Guthrie 0 0 43,900 74,600 0 0
James E. Uren 0 0 87,100 101,900 0 0
Kevin L. Roper 3,000 26,380 61,800 182,200 0 0
</TABLE>
____________
(1) The last sales price of Common Stock as reported on the NYSE on December
31, 1998, the last trading day of 1998, was $12.56. Value is calculated on
the basis of the remainder of $12.56 minus the exercise price multiplied by
the number of shares of Common Stock underlying the option.
(2) Value is calculated based on the remainder of the closing market price of
Common Stock on the date of the exercise minus the exercise price
multiplied by the number of shares to which the exercise relates.
Compensation of Directors
Each director who is not an employee of the Company is entitled to receive
compensation in the amount of $20,000 per year plus a fee of $1,000 for each day
on which he attends a meeting of the Board or a meeting of a committee of the
Board, if the committee meeting is not held on the same day as a Board meeting.
Employment Agreements
The Company has entered into employment agreements (the "Agreements") with
Grahame N. Clark, Jr., Donald H. Herbener, Tod V. Mongan, Raghavan Rajaji, Kevin
L. Roper, John A. Torkelson, Scott J. Wilson and James R. Wimberley. Each of
the Agreements provides for the payment of base salary amounts and the
participation in any employee benefit or bonus plan or arrangement made
available by the Company on a basis consistent with the terms, conditions, and
overall administration of such plan or arrangement. The Agreements expire on
October 23, 2003.
Upon the death of an executive during the term of that executive's
Agreement, the Company is obligated to pay the executive's base salary for a
period of months (not to exceed twelve months) determined by multiplying two
times the number of complete twelve-month periods of employment of the executive
with the Company. If the Company terminates the executive's employment for any
reason other than for cause (and at a time when the executive is not eligible to
receive benefits under the Company's long term disability plan) or the executive
terminates his employment upon 30 days' notice for specified types of changes in
duties or compensation or due to the Company's breach of material obligations
without cure, then the Company will pay the executive severance payments over a
period of twelve months equal to the sum of the executive's annualized base
salary and the amount of the executive's targeted bonus for the fiscal year in
which the termination occurs.
Each Agreement further provides that if the executive's employment is
terminated (whether such termination is by the executive or by the Company)
within three years after a Triggering Event (which, generally speaking, is
defined in the Agreement as a change in control of the Company) for any reason
other than (i) termination by the Company for cause (as defined in the
Agreement), (ii) the executive having reached the age of 65, or (iii) the
executive's death, the Company is obligated to make a lump sum cash payment
equal to either 2.99, 2.00, or 1.00 times the average of the executive's
annualized includable compensation (as defined in the Agreement) received from
the Company during the period consisting of the five full taxable years ending
immediately preceding the Triggering Event. The Company is obligated to
transfer to an irrevocable trust upon the occurrence of a Triggering Event, or
as soon thereafter as the
5
<PAGE>
Company knows of the Triggering Event, the amount of cash that the Company would
be obligated to pay under the Agreement if such executive's employment were
terminated on that date.
The Company has also entered into an employment agreement with James E.
Uren under which Mr. Uren receives a bi-weekly salary of $6,730.76 and is
eligible for full participation in any executive bonus plan offered by the
Company. This employment agreement provides that, through December 31, 2000,
Mr. Uren will not, through ownership (other than the ownership of less than 1%
of securities of a publicly held corporation) or otherwise, compete with the
Company by engaging in any act, including specified acts described in the
employment agreement. The term of the employment agreement is through December
31, 2000.
Compensation Committee and Option Committee Interlocks and Insider Participation
During 1998, the Compensation Committee was composed of Michael E. Faherty,
Paul J. Ferri, Rawles Fulgham, A.A. Meitz, and Michael A. Stone, and the Option
Committee was composed of Michael E. Faherty, Paul J. Ferri, Rawles Fulgham,
A.A. Meitz, and Michael A. Stone. No member of the Compensation Committee or
the Option Committee is an officer or employee of the Company. No member of the
Compensation Committee or the Option Committee was formerly an officer of the
Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of March 31, 1999
regarding the ownership of Common Stock of: (i) each person who is known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock; (ii) each director of the Company; (iii) each executive
officer named in the Summary Compensation Table; and (iv) all executive officers
and directors of the Company as a group. Included in the "Number of Shares of
Common Stock" are shares attributable to options that are exercisable as of, or
will be exercisable within 60 days after, March 31, 1999.
<TABLE>
<CAPTION>
Number of Percent of
Shares of Outstanding
Name of Beneficial Owner(1) Common Stock Common Stock
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
FMR Corp.(2) 1,750,100 9.0%
82 Devonshire Street
Boston, Massachusetts 02109
The Prudential Insurance Company of America (3) 1,399,803 7.2%
751 Broad Street
Newark, New Jersey 07102
Grahame N. Clark, Jr.(4) 276,374 1.4%
James E. Uren(5) 126,184 *
Kevin L. Roper(6) 89,606 *
Raghavan Rajaji(7) 82,582 *
Michael E. Faherty(8) 78,292 *
Michael A. Stone(9) 62,837 *
Rawles Fulgham(10) 51,750 *
John G. Guthrie(11) 49,780 *
Paul J. Ferri(12) 44,087 *
A.A. Meitz(13) 11,950 *
All executive officers and directors
as a group (13 persons)(14) 1,019,595 5.1%
</TABLE>
____________
* Less than one percent.
6
<PAGE>
(1) Except as otherwise indicated, each stockholder has sole investment and
sole voting power with respect to the shares of Common Stock shown.
(2) As of March 31, 1999, Fidelity Management & Research Company ("Fidelity"),
a wholly-owned subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, was the
beneficial owner of 1,750,100 shares or 9.0% of the outstanding Common
Stock of the Company as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment Company
Act of 1940.
(3) As of December 31, 1998, The Prudential Insurance Company of America, an
insurance company as defined in Section 3(a)(19) of the Securities Exchange
Act of 1934 and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of 1,399,803
shares or 7.2% of the outstanding Common Stock of the Company as a result
of acting as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.
(4) Includes 165,600 shares that Mr. Clark may acquire pursuant to stock
options and 27,854 shares of unreleased restricted stock.
(5) Includes 87,300 shares that Mr. Uren may acquire pursuant to stock options
and 2,098 shares of unreleased restricted stock.
(6) Includes 64,800 shares that Mr. Roper may acquire pursuant to stock options
and 7,213 shares of unreleased restricted stock.
(7) Includes 73,500 shares that Mr. Rajaji may acquire pursuant to stock
options and 6,892 shares of unreleased restricted stock.
(8) Includes 15,000 shares that Mr. Faherty may acquire pursuant to stock
options.
(9) Includes 15,000 shares that Mr. Stone may acquire pursuant to stock
options.
(10) Includes 15,000 shares that Mr. Fulgham may acquire pursuant to stock
options.
(11) Includes 44,100 shares that Mr. Guthrie may acquire pursuant to stock
options and 1,824 shares of unreleased restricted stock.
(12) Includes 15,000 shares that Mr. Ferri may acquire pursuant to stock
options.
(13) Includes 9,000 shares that Mr. Meitz may acquire pursuant to stock options.
(14) Also includes 608,500 shares subject to stock options and 73,910 shares of
unreleased restricted stock.
Item 13. Certain Relationships and Related Transactions
None.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
BancTec, Inc.
By: /s/ Tod V. Mongan
--------------------
Tod V. Mongan
Senior Vice President
Dated: April 29, 1999
8
