2701 E. Grauwyler Road
Irving, Texas 75061
(972) 821-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

J. Coley Clark
Chairman and Chief Executive Officer
BancTec, Inc.
2701 E. Grauwyler Road
Irving, Texas 75061
(972) 821-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

W. Stuart Ogg, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Telephone: 214-746-7700
Facsimile: 214-746-7777

Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This prospectus relates to up to 46,575,000 shares of the common stock of BancTec, Inc., which may be offered for sale from time to time by the selling stockholders named in this prospectus. The selling stockholders acquired the shares of common stock offered by this prospectus in a private equity placement in reliance on exemptions from registration under the Securities Act of 1933. We are registering the offer and sale of the shares of common stock to satisfy registration rights we have granted.

We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of common stock by the selling stockholders. The shares of common stock to which this prospectus relates may be offered and sold from time to time directly from the selling stockholders or alternatively through underwriters or broker-dealers or agents. The shares of common stock may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale or at negotiated prices. Please read "Plan of Distribution."

There is no public market for our common stock. We intend to apply to have our common stock approved for listing on The NASDAQ Market under the symbol " ".

Investing in our common stock involves a high degree of risk. You should read the section entitled "Risk Factors" beginning on page 11 for a discussion of certain risk factors that you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


WHERE YOU CAN FIND INFORMATION
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
MARKET DATA
SUMMARY
THE OFFERING
SUMMARY CONSOLIDATED FINANCIAL DATA
RISK FACTORS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
MARKET FOR COMMON STOCK
SELECTED CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
COMPENSATION DISCUSSION AND ANALYSIS
SUMMARY COMPENSATION TABLE
GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END(1)
PENSION BENEFITS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF CAPITAL STOCK
SHARES ELIGIBLE FOR FUTURE SALE
U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

We have filed with the SEC, under the Securities Act of 1933, as amended, or the Securities Act, a registration statement on Form S-1 with respect to the common stock offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement, portions of which are omitted as permitted by the rules and regulations of the SEC. Statements made in this prospectus regarding the contents of any contract or other documents are summaries of the material terms of the contract or document. With respect to each contract or document filed as an exhibit to the registration statement, reference is made to the corresponding exhibit. For further information pertaining to us and to the common stock offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules thereto, copies of which may be inspected without charge at the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of all or any portion of the registration statement may be obtained from the SEC at prescribed rates. Information on the public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site that contains reports, proxy and information statements and other information that is filed electronically with the SEC. The web site can be accessed at www.sec.gov.

Following the declaration of effectiveness of the registration statement on Form S-1, of which this prospectus forms a part, we will be required to comply with the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, accordingly, will file current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K, proxy statements and other information with the SEC. Those reports, proxy statements and other information will be available for inspection and copying at the public reference facilities and internet site of the SEC referred to above.

We are including the following discussion to inform you of some of the risks and uncertainties that can affect the Company.

Various statements this prospectus contains, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenue, income and capital spending. Our forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "plan," "goal" or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this prospectus speak only as of the date of this prospectus; we disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including those discussed under "Risk Factors," may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, contingencies and uncertainties include, but are not limited to, the following:

Market data used in this prospectus have been obtained from independent industry sources and publications as well as from research reports prepared for other purposes. We have not independently verified the data obtained from these sources. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus.

This summary highlights information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including, in particular, the "Risk Factors" section beginning on page 11 of this prospectus and the financial statements and related notes included elsewhere in this prospectus. As used in this prospectus, unless the context otherwise requires or indicates, references to "BancTec," "the Company," "we," "our," and "us" refer to BancTec, Inc.

We are a leading provider of payment processing, document and content processing and information technology ("IT") services, helping more than 2,000 clients in 50 countries simplify the management of their information, business processes and technology infrastructure. We provide products and services that automate complex, high-volume, data-intensive business processes for the financial services, utilities, telecom, government, global outsourcing, manufacturing and healthcare industries.

We offer our clients a complete portfolio of payment processing and document and content processing services across an increasing value chain, consisting of hardware and software products, infrastructure services, turnkey on-site business solutions and business process outsourcing ("BPO") services. We also provide infrastructure services to the IT services industry, with focused deployment and ongoing support services for original equipment manufacturers ("OEMs") and IT outsourcing ("ITO") providers. Our offerings are built around core technology products and industry knowledge that we have developed over decades of working closely with our clients.

We have developed a well-known brand name and senior level relationships with our clients by serving as a strategic provider of mission-critical products and services. Our clients include ten of the largest commercial banks in the U.S., five of the largest banks in the U.K., one of the world's largest computer OEMs and two of the largest global ITO providers. We have direct sales coverage in 14 countries across North America and Europe. We also sell in emerging markets through resellers and distributors in 36 other countries throughout Asia, Latin America, the Middle East and Africa.

Our clients, businesses and organizations are facing increasing challenges to improve their operating efficiencies which has led to a growing trend to outsource non-core processes and to consolidate technology and operating platforms. We believe these trends create valuable opportunities for us to provide our products and services.

Payment Processing. The payment processing industry involves the capture, extraction, assessment and archive of financial data from all paper and electronic payments. According to the Gartner Group, global BPO payment processing was a $12.8 billion market in 2006, of which two-thirds was represented by the U.S. market. To assist our clients in centralizing processing and instituting remote check capture, we provide payment processing and outsourcing services, including check processing, remittance processing, and international payments and receivable processing.

Document & Content Processing. The document and content processing industry involves the electronic capture of a variety of documents and forms combined with intelligent integration of the captured data or content into appropriate business applications. According to IDC, a global provider of market intelligence, the worldwide market for document and content processing grew 5.1% to $46.0 billion and the U.S. market grew 5.9% to $21.4 billion in 2006. To enable our clients to comply with changing regulations and increase their ability to use information more effectively, we provide

products and services to simplify capturing, processing and archiving of information across the enterprise.

IT Services. The IT services industry involves the support, maintenance and deployment of all IT assets, including hardware, such as computers, network equipment, servers, printers and other peripherals, that are integral components of IT infrastructures. According to IDC, the worldwide market for IT services grew 5.8% to $467.0 billion with hardware deployment and support representing $54.4 billion in 2006. Our clients outsource their maintenance and IT infrastructure services to us, which enables them to increase efficiency, reduce costs and better serve the needs of their customers.

Expand Our Client Relationships. We intend to continue to provide our clients with a high degree of client service, flexible customization of products and services and a dedicated focus on their business needs. By leveraging our senior level relationships with our clients and instituting account management teams and programs, we believe we can enhance the quality, quantity and responsiveness of our offerings.

Grow Recurring Revenue and Improve Operating Margins. We seek to establish and maintain long-term relationships with our clients utilizing multi-year contracts that include the payment of monthly or transactional fees which will enable us to generate recurring revenue. In addition, by managing our operating expenses and combining all non-sales and delivery business functions through a global shared services model, we believe we can better leverage our global infrastructure and provide better service to our clients.

Broaden Service Offerings to Leverage Existing Infrastructure. We seek to enhance our portfolio of services by focusing on client requirements, emerging trends and new technologies that will create the need for additional BPO services. We will continue to leverage our global infrastructure of systems and people, and plan to expand our sales, marketing and account management presence as we provide a broader array of products and services.

Grow Emerging Markets. We believe that a significant opportunity exists to accelerate our growth by developing our indirect channels in Asia, targeted Eastern European countries and Latin America. Further, we plan to expand our product offerings with both our existing and new channel partners to drive growth.

Pursue Strategic Acquisitions and Alliances. We intend to opportunistically expand our capabilities and geographic footprint through strategic acquisitions and alliances that will complement our existing client offerings and enable us to penetrate our target markets and expand our client base.

We employ a services portfolio approach for our payment processing, document and content processing and IT services solutions to maximize our client satisfaction, market penetration and revenue potential. Our services portfolio consists of:

BPO Services. We have been providing BPO services in Europe since 1999, and launched BPO services in North America in 2005. Our BPO services include retail and wholesale payment processing, check processing, healthcare payments and claims, payment and check image archives, mortgage and loan origination, credit card origination, invoice processing, accounts payable approval automation, mailroom and correspondence handling, forms processing and document imaging and archiving.

Business Solutions. In the payment processing and document and content processing markets, we provide end-to-end, on-client-site business solutions that help drive operational efficiencies through the automation of mission-critical processes for some of the world's largest institutions. Our business solutions include retail payment processing, check processing, payment and check archiving, invoice imaging and data capture, accounts payable processing, digital image classification, mailroom automation, mortgage and account origination and software services.

Infrastructure Services. We provide maintenance, enterprise and support services to the payment processing and document and content processing markets in support of both our and third party products. We also provide IT services to OEMs and global ITO providers. We have expertise in the deployment, logistics and management of IT assets, including hardware such as computers, network equipment, servers, printers and other peripherals that are integral components of the IT infrastructure.

Products. We have extensive experience designing, developing, producing and servicing both hardware and software products that enable our clients to capture, process and archive documents and data. We incorporate our hardware and software products as an integral part of our business solutions, utilize them in delivering our BPO services and sell these products through direct and indirect channels.

Founded as a Delaware corporation in 1972, we released our first product, the CheckMender, in 1973. The CheckMender, the first device of its kind, repaired checks rejected by high-speed readers/sorters by affixing a HeatStrip material for manually re-encoding and processing. In 1980, we successfully completed an initial public offering and we were listed on The NASDAQ Stock Market. In 1995, we merged with Recognition International, Inc., nearly doubling our revenue and workforce. Later that year, our stock was listed on the New York Stock Exchange. In July 1999, Welsh, Carson, Anderson & Stowe VIII, L.P. and its associates ("WCAS"), a private equity investment firm, took BancTec private. In July 2007, we completed a private equity placement of shares of our common stock, which resulted in the sale of 46,575,000 shares and raised $372,600,000 in gross proceeds. We used a portion of the proceeds from such private equity placement to purchase or redeem all of our then outstanding capital stock, including all of the shares held by WCAS, to retire all of our then outstanding long-term debt and to repay borrowings outstanding under our revolving credit facility. In connection with such private equity placement, we agreed to file a shelf registration statement with the SEC registering the resale of shares of our common stock sold in the private equity placement.

Our principal executive offices are located at 2701 East Grauwyler, Irving, Texas, 75061, and our main telephone number is 972.821.4000. Our website is www.banctec.com. Information on our website is not incorporated into this prospectus and should not be relied upon in determining whether to make an investment in our common stock.

BancTec®, eFIRST®, ImageSentry®, IntelliScan® and PayCourier® are registered trademarks in the U.S. and several other countries. Our unregistered trademarks include BancTec DocuScan™, eCAP™, E-Series™, ImageSentry™ and X-Series™. All other trademarks, tradenames and service marks appearing in this prospectus are the property of their respective holders.

The following summary is provided solely for your convenience. This summary is not intended to be complete. Therefore, you should read carefully the full text and more specific details contained elsewhere in this prospectus.

The following table sets forth certain of our summary consolidated financial information for the periods represented. The financial data for the years ended December 31, 2002, 2003, 2004, 2005 and 2006 have been derived from our audited consolidated financial statements and notes thereto. The financial data for three months ended March 31, 2006 and 2007 have been derived from our unaudited condensed consolidated financial statements and notes thereto.

The data presented below should be read in conjunction with, and are qualified in their entirety by reference to: "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

	Three Months Ended						Years Ended
	March 31, 2007			March 31, 2006			December 31, 2006			December 31, 2005			December 31, 2004			December 31, 2003			December 31, 2002
	(in thousands)
Net income (loss) from continuing operations	$	(1,932	)	$	(5,509	)	$	(842	)	$	(7,295	)	$	(17,227	)	$	17,826		$	356
Tax provision (benefit)		1,564			1,317			4,785			1,623			13,621			(11,370	)		344
Interest income		(73	)		(90	)		(236	)		(710	)		(718	)		(690	)		(272	)
Interest expense		5,364			4,821			20,326			19,166			19,098			19,473			33,080
Depreciation and amortization		2,611			4,165			14,130			15,956			15,913			21,096			23,970

EBITDA	$	7,534		$	4,704		$	38,163		$	28,740		$	30,687		$	46,335		$	57,478

You should carefully consider each of the following risk factors and all of the other information set forth in this prospectus before deciding to invest in our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed and we may not be able to achieve our goals. If that occurs, the value of our common stock could decline and you could lose some or all of your investment.

Our top ten clients accounted for approximately 48.6% of our revenue in 2006. If one or more of them were to cease doing business with us, or significantly reduce the volume or profitability of their business with us, our revenue and profitability would likely decline, and our business and reputation would suffer.

Our success depends upon retention of key clients. A significant portion of our revenue is concentrated among our ten largest clients which accounted for 48.6%, 45.0%, and 44.3%, of our revenue for the years ended December 31, 2006, 2005, and 2004, respectively. During 2006, 2005, and 2004, we derived 19.5%, 15.5%, and 17.4%, respectively, of revenue from a single client, Dell, Inc. ("Dell"). The loss of Dell (or any other significant client) or a substantial reduction in the volume or profitability of our business with Dell (or any other significant client) would have a material adverse effect on our business.

Clients may be lost due to merger or acquisition, business failure, contract expiration, conversion to a competitor, conversion to an in-house system or the development of new technology, such as remote management, which reduces demand for our services. We cannot guarantee that we will be able to retain long-term relationships or secure renewals of current contracts in the future. Renewal periods present our clients with the opportunity to consider other providers or to renegotiate their contracts with us. In addition, many of our contracts include termination provisions which allow our customers to terminate such contracts subject to certain restrictions. Significant decreases in the volumes under contracts with these significant clients or the loss of any significant client could leave us with a higher level of fixed costs than is necessary to service remaining clients. As a result of our revenue concentration, the loss of one or more key clients, or a significant decrease in the volumes under contracts, or the profitability of our business with them, could have a material adverse effect on our revenue and profitability. In addition, a disruption or a downturn in the business of one or more key clients could reduce our liquidity if we were unable to collect amounts they owe us.

To remain competitive, we must continue to develop products and services based on new or evolving technology. If our new products and services are not accepted by the market, our business could be materially adversely affected.

The strength of our overall business depends in part on our ability to develop products and services based on new or evolving technology and the market's acceptance of those products and services. There can be no assurance that our development activities will be successful, that new technologies will be available to us, that we will be able to deliver new products and services in a timely manner, that those products and services will meet or exceed generally accepted industry standards or that those products and services will achieve market acceptance. Further risks inherent in the development and introduction of new products and services include the uncertainty of price-performance relative to products and services of competitors, competitors' responses to the introductions and the desire by clients to evaluate new products and services for extended periods of time. Our failure to introduce new or enhanced products on a timely basis, keep pace with rapid industry, technological or market changes or effectively manage the transitions to new products or new technologies could have a material adverse effect on our business, financial condition and results of operations.

If we fail to successfully implement our business strategy, including continued growth of our BPO services in Europe, the Middle East and Africa ("EMEA") and North, Central and South America (the "Americas"), we may be unable to sustain our historical growth rate and our profitability may suffer.

We launched our BPO services in the U.K. in 1999 and in the U.S. in 2005. Our BPO services business grew 55% (or $4.8 million) in EMEA and 100% (or $15.2 million) in the Americas from 2005 to 2006. In order to expand the market for our BPO services business, we must be able to leverage our extensive technology, service and industry-specific solution expertise. There can be no assurances that we will be able to sustain growth rates similar to prior periods. If we are unable to maintain adequate revenue growth and margins in this area, our profitability and financial condition could suffer.

If we fail to expand our sources of recurring revenue, we may be unable to successfully implement our business strategy.

We seek to develop long-term relationships with our clients and enter into more contracts that extend for multiple years. Most of our products and services require the payment of monthly fees and/or daily transactional fees, which allows us to generate recurring revenue. We will continue to focus on growing these recurring revenue products and services. To the extent we fail to persuade new or existing clients to enter into long-term contracts, we will be unable to implement our strategy and as a result our revenue, profitability and results of operations may be impaired.

Advancing technologies may render our products and services obsolete or less competitive, which could harm our revenue, profitability and financial condition.

Our industry is characterized by continuing improvement in technology, which results in frequent introduction of new products and services, short product life cycles and continual improvement in price/performance characteristics. We must incorporate these new technologies into our products and services in order to remain competitive. We may not be able to continue to manage technological transitions. A failure on our part to effectively manage the transition of our products and services to new technologies on a timely basis could have a material adverse effect on our revenue and our business. In addition, our business depends on technology trends in our clients' businesses. Many of our traditional products and services enable efficient handling of paper-based transactions. To the extent that technological changes impact the future volume of paper transactions, our traditional business may be adversely impacted. The market for payment processing solutions is highly competitive, rapidly evolving and subject to significant technological change, and we expect competition to increase. Competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations.

We currently have direct sales coverage in North America and Europe as well as coverage of emerging markets through distributors, value added resellers and system integrators in Asia, the Middle East and Latin America. 40.3% and 48.7% of our revenue in 2006 and the first quarter of 2007, respectively, was derived from international markets and we hope to expand the volume of the products and services that we provide internationally. Worldwide, we presently have personnel in 14 countries and conduct business with clients in 50 countries. Our international operations subject us to additional risks, including:

These risks could restrict our ability to provide services to international clients and could have a material adverse effect on our business, financial condition and results of operations.

The market for our products and services is highly competitive, and our inability to compete with other providers of BPO and IT services could harm our revenue and profitability.

The BPO and IT services industries are highly competitive. Some of our competitors have greater resources, financial and otherwise, and may develop solutions or services which may make our service offerings obsolete. We must also be competitive in terms of functionality, performance, quality, service and price. Our ability to compete on these factors may impact our ability to win new contracts or develop and expand service offerings. Competition places downward pressure on operating margins, particularly for technology outsourcing contract extensions or renewals. As a result, we may not be able to maintain current operating margins for technology outsourcing contracts extended or renewed in the future.

Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products and services to address the needs of our existing and prospective clients. Accordingly, it is possible that new competitors or alliances among competitors may emerge and acquire significant market share. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures faced by us will not materially adversely affect our business, financial condition and results of operations.

We could be adversely affected if our competitors introduce innovative or technologically superior solutions or offer their products at significantly lower prices than we do. No assurances can be given that we will have the resources, marketing and service capability, or technological knowledge to continue to compete successfully.

To be successful, we need to attract and retain qualified personnel, and any inability to do so would adversely affect our business.

Our senior management team has decades of experience in the financial technology industry and IT services industry and has led our transformation into a products and services company. Our future success depends on our ability to attract, retain and motivate our senior management as well as highly skilled personnel in various areas, including hardware and software development, engineering, project management, procurement, project controls, sales and finance. If we do not succeed in retaining and motivating our current employees and attracting additional highly qualified employees, our business could be adversely affected. Accordingly, our ability to increase our productivity and profitability will be limited by our ability to employ, train and retain skilled personnel necessary to meet our requirements. We may spend considerable resources training employees who may then be hired by our competitors, forcing us to spend additional funds to attract personnel to fill those positions. If we are unable to attract, hire and retain qualified personnel in the future, it could have a material adverse effect on our business, financial condition and results of operations.

Operational failures in our outsourcing or transaction processing facilities could harm our business and reputation.

An operational failure in our outsourcing or transaction processing facilities could cause us to lose data and clients. Damage or destruction that interrupts our provision of services could damage our relationship with clients and may cause us to incur substantial additional expense to repair or replace damaged equipment. A prolonged interruption of our services or network that extends for more than several hours could cause us to experience data loss and a reduction in revenue as a result of such interruption. In addition, a significant interruption of service could have a negative impact on our reputation and could cause our present and potential clients to choose service providers other than us.

Material breaches in the security of our systems may adversely affect our business and customer relations.

The confidentiality of our client and consumer information that resides on such systems are critical to the successful operations of our business. Any failures in our security and privacy measures could have a material adverse effect on our business, financial condition and results of operations. An information breach in the system and loss of confidential information could have a longer and more significant impact on our business and operations than a hardware failure.

We electronically transfer large sums of money and store personal information about consumers, including bank account and credit card information, social security numbers, and merchant account numbers. If we are unable to protect, or clients perceive that we are unable to protect, the security and privacy of our electronic transactions, our reputation and business would suffer. A security or privacy breach may:

New trends in criminal acquisition and illegal use of personally identifiable data make maintaining the security and privacy of data more costly and time intensive.

We have security, backup and recovery systems in place, as well as a business continuity plan to ensure our systems remain operable. We also have what we believe to be sufficient security around our systems to prevent unauthorized access. While we believe that we utilize proven applications designed for data security and integrity to process electronic transactions, there can be no assurance that our use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of our clients. The failure to address changing market conditions and the security and privacy concerns of our clients would have a material adverse effect on our business, results of operations and financial condition.

We may experience operational failures of our Enterprise Resource Planning ("ERP") system.

Our ERP system is used to record our financial results as well as provide electronic links to some of our service clients and partners. Any failure in our ERP system would result in our service partners being unable to electronically send us service requests. Manual back-up processes would result in additional costs for us and our partners and a reduction in the end user level of service.

We are in the process of rolling out our ERP system across our international operation which currently uses a different system. If we fail to implement our ERP system in a timely and seamless manner, it could adversely affect our levels of service, which could harm our business and reputation, and could lead to delays in collecting receivables cash and recognizing revenue.

If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock prices.

Currently, we are not subject to the internal control reporting or attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX"). Upon effectiveness of the registration statement of which this prospectus forms a part, we will be required to include in our annual report for the year ending December 31, 2008 our assessment of the effectiveness of our internal control over financial reporting. If we fail to develop reliable financial reports or prevent financial fraud, our ability to obtain subsequent financing, as well as our stock price, could be reduced.

We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. For example, our independent auditors have previously noted in a letter to our audit committee certain significant deficiencies and control deficiencies in our internal controls regarding financial reporting and have offered suggestions regarding our internal controls and operations. A "significant deficiency" is a control deficiency, or combination of control deficiencies, that adversely affects the Company's ability to initiate, authorize, record, process or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a misstatement of the Company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. Our auditors noted significant deficiencies in our financial processes and reporting process, specifically related to process-level close control activities including reconciliation of account balances and their review as well as significant deficiencies around general computer controls and inventory controls.

These deficiencies arose in part because we have lacked appropriate systems, procedures and depth of personnel with sufficient experience. In response to these concerns, we have hired additional accounting personnel and we are implementing a new ERP system. In addition, we have implemented new policies requiring that all balance sheet reconciliations be completed on a monthly basis by a member of the financial team either at the corporate level or within specific business units. The balance sheets are subject to a one-level up review on a no less than quarterly basis. In addition, the corporate accounting group will perform a second level of review on a quarterly basis as part of the process to close our books.

We cannot be certain that our efforts to improve our internal controls will be successful or that we will be able to maintain adequate controls over our financial processes and reporting in the future. Any failure to develop or maintain effective controls could harm our results of operations, cause us to fail to meet our reporting obligations, or cause investors to lose confidence in our reported financial information, which would likely have an adverse effect on our stock price.

Complying with Section 404 of SOX may strain our resources and divert management.

Prior to the effective date of the registration statement of which this prospectus forms a part, no sales of our common stock have been registered under the Securities Act and our common stock does not currently trade on any national securities exchange. As a result, we have not been required to comply with the requirements of Section 404 of SOX, the NYSE or NASDAQ requiring the establishment and maintenance of effective disclosure and financial controls and the implementation of

certain corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

Upon effectiveness of the registration statement, of which this prospectus forms a part, we will be required under Section 404 of SOX to furnish a report by our management on the design and operating effectiveness of our internal controls over financial reporting with our annual report on Form 10-K for our fiscal year ending December 31, 2008. SOX will require us to perform system and process evaluation and testing of our internal controls over financial reporting to enable management and our independent auditors to report on the effectiveness of our internal controls. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. In addition, our compliance with SOX will require that we incur substantial accounting, legal and consulting expenses. If we are not able to comply with the requirements of SOX in a timely manner, or if we or our independent auditors identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC, our listing stock exchange or other regulatory authorities, which would require additional financial and management resources.

We use estimates and assumptions in entering into our services contracts, and changes in our estimates or assumptions could adversely affect our revenue, profitability and results of operations.

The pricing and other terms of our client contracts require us to make estimates and assumptions at the time these contracts are entered into that could differ from actual results. These estimates and assumptions reflect our best judgments regarding the nature of the contract and the expected costs to provide the contracted services. In addition, some contracts require significant investments in the early stages, which are expected to be recovered over the life of the contract through billing for services. Increased or unexpected costs or unanticipated delays in the implementation of our services, or decreases in the actual work volumes generated under these contracts could make these contracts less profitable or unprofitable.

Changes in the way we recognize revenue may affect our earnings and operating income.

We frequently enter into contracts for equipment and software sales and maintenance and other services that may contain multiple elements or deliverables such as hardware, software, peripherals and services. Generally accepted accounting principles and accompanying accounting pronouncements, implementation guidelines, and interpretations regarding recognizing revenue under these contracts are highly complex and involve subjective judgments. These judgments relate to the allocation of the proceeds received from an arrangement to the multiple elements, determination of whether any undelivered elements are essential to the functionality of the delivered elements, and the appropriate timing of revenue recognition. Changes in the accounting rules or their interpretation or changes in our products or services could significantly change our earnings and results of operations and could add significant volatility to those measures, without a comparable underlying change in cash flow from operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" and "Note A—Summary of Significant Accounting Policies" included in our Consolidated Financial Statements.

Some of our contracts for BPO services contain fixed pricing or benchmarking provisions that could adversely affect our results of operations and cash flow.

Many of our contracts for BPO services contain provisions requiring that our services be priced based on a pre-established standard or benchmark regardless of the costs we incur in performing these services. Many of our BPO contracts contain pricing provisions that require the client to pay a set fee for our services regardless of whether our costs to perform these services exceed the amount of the set fee. Some of our contracts may contain re-pricing provisions which can result in reductions of our fees for performing our services. In such situations, we are exposed to the risk that we may be unable to price our services to levels that will permit recovery of our costs, and may adversely affect our results of operations and cash flow.

We may pursue growth through the acquisition of companies or assets, both in the U.S. and internationally, that will enable us to broaden the types of projects we execute and also expand into new markets. We may be unable to implement this growth strategy if we cannot identify suitable companies or assets or reach agreement on potential strategic acquisitions on acceptable terms. The core risks related to acquisitions are in the areas of valuation (negotiating a fair price for the business based on limited diligence) and integration (managing the complex process of integrating the acquired company's people, products, technology and other assets so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition).

Our ability to raise additional capital for future needs will impact our ability to compete in markets we serve.

We may require additional capital to purchase assets, complete strategic acquisitions, repurchase shares on the open market or for general liquidity needs. Declines in our credit rating or limits on our ability to sell additional shares may adversely affect our ability to raise additional capital or materially increase our cost of capital. Our inability to raise additional capital at a reasonable cost may adversely impact our revenue growth and the price of our stock.

Our operations are subject to numerous U.S. and foreign laws, regulations and restrictions affecting our products, services, labor and the markets in which we operate and non-compliance with these laws, regulations and restrictions could have a material adverse effect on our business and financial condition.

Various aspects of the products and services we offer are subject to U.S. federal, state and local regulation, as well as regulation outside the U.S. Failure to comply with regulations may result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of service, and/or the imposition of civil and criminal penalties, including fines which could have a material adverse effect on our business, reputation and financial condition. We are subject to U.S. and international financial services regulations, a myriad of consumer protection laws, escheat regulations and privacy and information security regulations to name only a few. In addition, our international business subjects us to numerous U.S. and foreign laws and regulations, including, without limitation, the Foreign Corrupt Practices Act. Our failure or the failure of our sales representatives or consultants to comply with these laws and regulations could have a materially adverse effect on our business, financial condition and results of operation. In addition, even an inadvertent failure to comply with laws and regulations, as well as rapidly evolving social expectations of corporate fairness, could damage our reputation and brands.

We depend on our suppliers and the loss of any key supplier could materially and adversely affect our business, financial condition and results of operations.

Our hardware products depend on the quality of components that are procured from third party suppliers. Reliance on suppliers, as well as industry supply conditions, generally involves several risks, including the possibility of defective parts (which can adversely affect the reliability and reputation of our products), a shortage of components and reduced control over delivery schedules (which can adversely affect our manufacturing efficiencies) and increases in component costs (which can adversely affect our profitability).

We have several single-sourced supplier relationships, either because alternative sources are not available or the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations. If these sources are unable to provide timely and reliable supply, we could experience manufacturing interruptions, delays or inefficiencies, which could have a material adverse effect on our results of operations. Even where alternative sources of supply are available, qualification of the alternative suppliers and establishment of reliable supplies could result in delays and a possible loss of sales, which could have a material adverse effect on our business, financial condition and results of operations.

We may experience software defects, development delays or installation difficulties, which would harm our business and reputation and expose us to potential liability.

Our services are based on sophisticated software and computing systems, and we may encounter delays when developing new applications and services. Further, the software underlying our services has occasionally contained, and may in the future contain, undetected errors or defects when first introduced or when new versions are released. In addition, we may experience difficulties in installing or integrating our technologies on platforms used by our clients. Defects in our software, errors or delays in the processing of transactions or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of clients, negative publicity or exposure to liability claims. Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and client agreements, we cannot be certain that these measures will successfully limit our liability.

We may not be able to receive or retain the necessary licenses or authorizations required for us to export or re-export our products, technical data or services, which could have a material adverse effect on our business, financial condition and results of operations.

In order for us to export certain products or services, we are required to obtain licenses from the U.S. government, often on a transaction-by-transaction basis. We cannot be sure of our ability to obtain the U.S. government licenses or other approvals required to export our products and services for sales to foreign governments, foreign commercial customers or foreign destinations. Failure to receive required licenses or authorizations could hinder our ability to export our products and services and could harm our business, financial condition and results of operations. Export transactions may also be subject to the import laws of the importing and destination countries. If we fail to comply with these import laws, our ability to sell our products and services may be negatively impacted which would have a material adverse effect on our business and results of operations.

Future consolidation of financial institution clients may adversely affect our revenue, profitability and results of operations.

There has been significant consolidation in the financial industry in recent years. As many of our clients are larger organizations that require highly specialized solutions, we have benefited in the past,

and may benefit in the future, from consolidation in the industry. However, further consolidation in the financial industry also may increase pressure on profit margins as merged entities seek additional discounts due to the increased volume resulting from the consolidation. The increase in bargaining power from consolidated clients presents a risk that new contracts may be subject to increased pricing pressure, which may adversely affect our revenue, profitability and results of operations.

Our quarterly operating results may vary significantly, making it difficult to predict our future operating results or to achieve our earnings forecasts. Moreover, the industries in which we operate are subject to seasonal trends, which may affect our results of operations.

Our results of operations may fluctuate from period to period and will depend on numerous factors, including the following: client demand and market acceptance of our products and services, new product introductions, product obsolescence, varying product mix, foreign-currency exchange rates, competition and other factors. Any unfavorable change in one or more of these factors could have a material adverse effect on our business.

In addition, we have historically experienced more demand for our products and services in the fourth quarter than during the other times of the year, and we expect to experience similar results in the future. Our revenue has historically been affected by the buying patterns of financial services organizations. Buying patterns of financial services organizations, which tend to increase their purchases of products and services at the end of the calendar year, have resulted in higher sales in our fourth quarter. Demand for our products and services is typically lowest in the third quarter, primarily due to the fact that many of our European clients are on holiday. As a result, our results of operations may vary significantly from period to period, affecting our cash flow and liquidity.

We are subject to environmental laws and regulations, and we may be exposed to certain environmental liabilities related to our occupation and leasing of certain property.

We are subject to federal, state, local and foreign environmental and health and safety laws and regulations. We may have potential exposure for certain environmental liabilities related to the ownership, leasing and operation of certain properties, including our facility in Irving, Texas. We cannot assure you that costs related to future clean-up and other environmental liabilities, if any, will not be material. We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Also, in the future, contamination may be found to exist at our current or former facilities and we could be held liable for such contamination. The remediation of such contamination, or the enactment of more stringent laws or regulations or more strict interpretation of existing laws and regulations may require us to make additional expenditures, some of which could be material.

Misappropriation of our intellectual property and proprietary rights could impair our competitive position.

We rely on a combination of patent, copyright, trademark and trade secret laws, as well as licensing agreements, third party non-disclosure agreements and other contractual provisions and technical measures to protect our intellectual property rights. There can be no assurance that these protections will be adequate to prevent our competitors from copying or reverse-engineering our hardware or software products, or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information. In addition, the laws of certain countries in which our products are sold or may be licensed do not protect our products and intellectual property rights to the same extent as the laws of the U.S. The validity of any patents issued,

or that may be used, by us may be challenged by others and we could encounter litigation in enforcing our patent rights against infringement. In addition, there can be no assurance that other technology cannot or will not be developed, or that patents will not be obtained by others, that would render our patents obsolete.

If our products or services are found to infringe the proprietary rights of others, we may be required to change our business practices or pay significant costs and monetary penalties.

If others claim that we have infringed their intellectual property rights, we could be liable for significant damages. We have agreed to indemnify many of our clients against claims that our products and services infringe on the proprietary rights of others. Any such claims, whether with or without merit, could be time-consuming, result in costly litigation and may not be resolved on terms favorable to us.

Our reputation and business can be adversely impacted by adverse developments in our clients' businesses.

Because we provide certain outsourced services to our clients, our reputation and business could be adversely impacted by adverse developments in our clients' businesses. Our largest client, Dell, was recently named in a complaint filed by the Attorney General of the State of New York related to certain financing and servicing programs offered by Dell. We were identified in an affirmation filed with such complaint as a service provider to Dell. While the complaint did not allege any wrongdoing or criticize any activities on our part, our reputation and business could be adversely impacted by an adverse outcome for Dell as a result of such complaint.

The decline in volume of paper transactions may adversely impact our traditional business.

We released our first product, the CheckMender, a device which repairs checks rejected by high-speed readers/sorters in 1973. Following the introduction of the CheckMender, we became a leading provider of check processing services. We have expanded our services portfolio to include BPO services, business solutions, software and hardware products and infrastructure services. We believe that future growth in electronic payment processing, document and content processing and IT services industries provides significant opportunities for our business, however, the continued decline in the volume of paper transactions will adversely affect revenues from certain traditional product offerings.

Our business could be materially adversely affected as a result of war or acts of terrorism.

Terrorist acts or acts of war may cause damage or disruption to our employees, facilities, clients, partners, and suppliers, which could have a material adverse effect on our business, financial condition and results of operations. Such conflicts may also cause damage or disruption to transportation and communication systems and to our ability to manage logistics in such an environment, including receipt of components and distribution of products.

An active market for our common stock may not develop and the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations.

There is no current market for our common stock. An active market for our common stock may not develop or may not be sustained. We intend to apply to have our common stock listed on The NASDAQ Market, but we cannot assure you that our application will be approved. In addition, we cannot assure you as to the liquidity of any such market that may develop or the price that our stockholders may obtain for their shares of our common stock.

Even if an active trading market develops, the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations. Some of the factors that could negatively affect our share price include:

Future sales of our common stock may dilute your ownership interest and/or depress our share price.

We may in the future issue our previously authorized and unissued securities. We are authorized to issue 100,000,000 shares of common stock and 10,000,000 shares of preferred stock with such designations, preferences and rights as determined by our board of directors. As of July 31, 2007, we had a total of 47,041,000 shares of common stock outstanding, which excludes options to purchase 3,285,000 shares granted to management and certain employees at or shortly after our private equity placement pursuant to our Amended and Restated 2007 Equity Inventive Plan (the "2007 Equity Incentive Plan"). We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements and public offerings of our securities for capital raising purposes, or for other business purposes. The potential issuance of such additional shares of common stock will result in the dilution of the ownership interests of our present stockholders and purchasers of common stock offered hereby and may create downward pressure on the trading price of our common stock.

The sales of substantial amounts of our common stock following the effectiveness of the shelf registration statement, or the perception that these sales may occur, could cause the market price of our common stock to decline and impair our ability to raise capital.

The offering price per share of the common stock may not accurately reflect its actual value.

The selling stockholders will act independently of us in making decisions regarding the timing, manner and size of each sale of our common stock offered under this prospectus. These sales may be at fixed or negotiated prices and may not accurately reflect the value of our common stock, and may not be realized upon any subsequent disposition of the shares.

We do not anticipate paying any dividends on our common stock in the foreseeable future.

We do not anticipate that we will pay any dividends to holders of our common stock in the foreseeable future, and our ability to pay dividends is restricted by our revolving credit facility (the "Revolving Credit Facility") with General Electric Capital Corporation, as successor-in-interest to Heller Financial, Inc. ("GE"), which prohibits the payment of dividends without GE's prior approval.

Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

We may not be accepted for listing or inclusion on the NYSE, NASDAQ or another national exchange.

In connection with our filing of a shelf registration statement, we have agreed to use our commercially reasonable efforts to satisfy the criteria for listing and list or include (if we meet the criteria for listing on such exchange or market) our common stock on the NYSE, NASDAQ or another national exchange as soon as practicable (including seeking to cure in our listing and inclusion application any deficiencies cited by such exchange or market), and thereafter maintain the listing on such exchange or market. Each market or exchange has initial listing criteria, including criteria related to minimum bid price, public float, market makers, minimum number of round lot holders and board independence and corporate governance requirements, that we can give no assurance that we will meet. Our inability to list or include our common stock on the NYSE, NASDAQ or another national exchange would adversely affect the ability of our stockholders to sell their shares of common stock subsequent to the declaration of the effectiveness of the shelf registration statement, and consequently adversely affect the value of such shares. In such case, our stockholders would find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock. In addition, we would have more difficulty attracting the attention of market analysts to cover us in their research.

If our common stock is approved for listing or inclusion on the NYSE, NASDAQ or another national exchange, we will have no prior trading history, and thus there is no way to determine the prices or volumes at which our common stock will trade. We can give no assurances as to the development of, or the depth or liquidity of, any trading market for our common stock. Holders of our common stock may not be able to resell their shares at or near their original acquisition price, or at any price.

We intend to apply to have our common stock approved for listing on The NASDAQ Market, although there can be no assurance that such approval will be granted.

Provisions in our organizational documents and under Delaware law could delay or prevent a change in control of our Company, which could adversely affect the price of our common stock.

Provisions in our certificate of incorporation and our bylaws and applicable provisions of the Delaware General Corporation Law may make it more difficult and expensive for a third party to acquire control of us even if a change of control would be beneficial to the interests of our stockholders. These provisions could discourage potential takeover attempts and could adversely affect the market price of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Our certificate of incorporation and bylaws:

We are also subject to the provisions of Section 203 of the Delaware General Corporate Law, which limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our board of directors has not approved. These provisions and other similar provisions make it more difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some stockholders may consider the transaction beneficial to them.

These provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.

We will not receive any proceeds from the sale of the shares of common stock offered in this prospectus.

We have not historically paid dividends on our common stock. Additionally, we do not anticipate that we will pay dividends on our common stock in the foreseeable future as we intend to retain any future earnings to fund the development and growth of our business. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results, and conditions, legal requirements, and other factors that our board of directors deems relevant. Our Revolving Credit Facility restricts the payment of dividends to our stockholders without GE's prior approval.

The following table shows our cash and cash equivalents and capitalization as of March 31, 2007, on a historical basis and as adjusted to give effect to our June 27, 2007 issuance and sale of 46,575,000 shares of our common stock in the private equity placement (plus 466,000 shares of restricted stock granted to management pursuant to our 2007 Equity Incentive Plan), the proceeds from which were used in part to purchase and retire all of our outstanding capital stock from our existing stockholders as of June 27, 2007, to prepay our Senior Subordinated Note due 2009 (the "Sponsor Note"), to redeem our Senior Notes due 2008 (the "Senior Notes") and to repay borrowings outstanding under our Revolving Credit Facility.

You should refer to "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus in evaluating the material presented below.

In connection with our June 2007 private equity placement, we applied to have our common stock designated for inclusion in The PORTAL Market, which is operated by The NASDAQ Stock Market. Other than inclusion of our common stock in The Portal Market, there is currently no established trading market for our common stock. In connection with this offering by the selling stockholders, we intend to apply to have our common stock listed on The NASDAQ Market under the symbol " ."

The following table sets forth certain of our selected consolidated financial information for the periods represented. The financial data for the years ended December 31, 2002, 2003, 2004, 2005 and 2006 have been derived from our audited consolidated financial statements and notes thereto. The financial data for three months ended March 31, 2006 and 2007 have been derived from our unaudited condensed consolidated financial statements and notes thereto.

The data presented below should be read in conjunction with, and are qualified in their entirety by reference to: "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

	Three Months Ended						Year Ended
	March 31, 2007			March 31, 2006			December 31, 2006			December 31, 2005			December 31, 2004			December 31, 2003			December 31, 2002
	(in thousands)
Net income (loss) from continuing operations	$	(1,932	)	$	(5,509	)	$	(842	)	$	(7,295	)	$	(17,227	)	$	17,826		$	356

Tax provision (benefit)		1,564			1,317			4,785			1,623			13,621			(11,370	)		344
Interest income		(73	)		(90	)		(236	)		(710	)		(718	)		(690	)		(272	)
Interest expense		5,364			4,821			20,326			19,166			19,098			19,473			33,080
Depreciation and amortization		2,611			4,165			14,130			15,956			15,913			21,096			23,970

EBITDA	$	7,534		$	4,704		$	38,163		$	28,740		$	30,687		$	46,335		$	57,478

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Selected Consolidated Financial Data" and our audited and unaudited financial statements and related notes appearing elsewhere in this prospectus. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this prospectus under "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors." We assume no obligation to update any of these forward-looking statements.

We are a leading provider of payment processing, document and content processing and IT services, helping more than 2,000 clients in 50 countries simplify the management of their information, business processes and technology infrastructure. We provide products and services that automate complex, high-volume, data-intensive business processes for the financial services, utilities, telecom, government, global outsourcing, manufacturing and healthcare industries.

We offer our clients a complete portfolio of payment processing and document and content processing services across an increasing value chain, consisting of hardware and software products, infrastructure services, turnkey on-site business solutions and BPO services. We also provide infrastructure services to the IT services industry, with focused deployment and ongoing support services for OEMs and ITO providers. Our offerings are built around core technology products and industry knowledge that we have developed over decades of working closely with our clients.

We have direct sales coverage in 14 countries across North America and Europe. We also sell in the emerging markets through resellers and distributors in 36 other countries throughout Asia, Latin America, the Middle East and Africa.

We report our operations as three primary segments: Americas, EMEA, and Information Technology Service Management ("ITSM"). We service our payment processing and document and content processing businesses through our two geographic business units: the Americas and EMEA. The Americas and EMEA business units offer a similar portfolio of products and services, infrastructure services, business solutions and BPO services to similar types of clients. Our ITSM unit operates as a global business and offers infrastructure services to OEMs and ITO providers.

We initiated several growth initiatives in late 2005. We expanded our BPO services in the Americas by leveraging our experience in the EMEA BPO market. We expanded our ITSM business in the EMEA market. We also grew our Americas hardware maintenance business through the addition of significant contracts for the maintenance of third party equipment.

Our business continues to be influenced by several significant factors and trends, including corporate technology spending cycles, competitive pressures and the impact of technological changes on the volume of paper-based transactions, and ongoing planned changes in the revenue mix within our Americas and EMEA operating segments.

Corporate technology spending cycles can impact our revenue from period to period because companies who purchase significant hardware or software systems from us in a given fiscal quarter or year may not make another such significant purchase or upgrade for a period of three to seven years. Such cyclicality may generate a large revenue stream realized in a current period that will not recur for some length of time, even if the customer upgrades or purchases additional products from us in their next spending cycle. This can result in significant variability in our earnings compared to the prior year or quarterly period.

The market for our products and services within the industries we serve remains highly competitive, and technological advances may render our products and services less desirable than some of our competitors if we are not able to incorporate these new technologies into our products and rapidly adapt to the technology trends in our clients' business. Additionally, the impact of these technological changes on the volume of paper-based transactions in our payment processing business is expected to continue to result in declining revenue in that market with our existing customers, and we will be required to increase our market penetration for these products if we are to maintain revenue from these products at or near historical levels. Due to regulatory requirements and other reasons, however, we do not anticipate a corresponding decline of paper-based transactions in our document and content processing businesses, especially as it relates to our expansion into the healthcare and accounts payable processing industries. We intend to continue to grow our BPO business with our clients in the payment processing industry in an effort to offset the decline in paper-based transactions in that market.

As a result of the technological advances and changes affecting the demand for some of our products, we intend to continue to enhance our portfolio of services to adapt to our clients' needs throughout our Americas and EMEA operating segments, including focusing on growing our BPO services offerings and expanding our offerings to other industries and products, including healthcare and accounts payable processing. Accordingly, we expect that our revenue mix within the Americans and EMEA operating segments will continue to change to reflect these business and product sales trends.

We derive revenue from primarily two sources: (1) equipment and software sales and (2) maintenance and other services. Equipment and software sales include BancTec and third party equipment and software designed to address complex data and paper-intensive work processes; ongoing support of BancTec developed software; integration of BancTec and third-party developed software with BancTec and third-party manufactured equipment; and consumable products used by BancTec and third-party manufactured equipment. Maintenance and other services include the provision of BPO services for payment processing, accounts payable processing and mailroom process and other services; equipment deployment and maintenance services; and ongoing support of BancTec and third-party manufactured equipment. For the years ended December 31, 2004, 2005 and 2006, software maintenance contributed 12.7%, 13.3% and 11.5% of our consolidated revenue, respectively, IT services contributed 35.3%, 36.5% and 32.7% of our consolidated revenue, respectively, and hardware maintenance contributed 24.2%, 24.2% and 24.1% of our consolidated revenue, respectively. For the quarters ended March 31, 2007 and 2006, software maintenance contributed 11.6% and 12.0% of our consolidated revenue, respectively. IT services contributed 29.8% and 34.9% of our consolidated revenue, respectively, and hardware maintenance contributed 26.0% and 23.1% of our consolidated revenue, respectively, for the same periods.

Our expenses consist primarily of the following: (1) cost of goods sold, which includes salaries, wages, benefits, equipment and supplies; (2) product development, which includes salaries, wages, benefits and travel; (3) selling, general and administrative expenses, which includes salaries, wages,

benefits, commissions, travel, information technology, legal and other expenses; (4) interest on debt obligations; and (5) taxes, most of which arise in connection with our foreign operations.

The following table provides, for the periods indicated, the percentage relationship of the identified consolidated statement of operations items to total revenue. See Note N of the Notes to Consolidated Financial Statements for segment information regarding our total assets.

Comparison of the Three Months Ended March 31, 2007 and Three Months Ended March 31, 2006

Consolidated Revenue. Consolidated revenue of $92.7 million for the three months ended March 31, 2007 increased by $3.0 million or 3.3% from the same period in the prior year. Equipment and software revenue of $32.0 million for the three months ended March 31, 2007 increased by $1.6 million or 5.3% from the same period in the prior year. Maintenance and other services revenue of $60.7 million for the three months ended March 31, 2007 increased by $1.4 million or 2.3% from the same period in the prior year.

Consolidated Gross Profit. Consolidated gross profit of $23.7 million increased by $4.9 million or 25.7% from the comparable period in the prior year.

Operating Expenses. Operating expenses of $18.9 million increased $0.6 million from the same period in the prior year. Product development expenses were flat at $1.7 million. Selling, general and administrative expenses increased by $0.6 million or 3.6% due to increases in marketing and sales expenses.

Interest Expense. Interest expense for the three months ended March 31, 2007 of $5.4 million increased $0.5 million from the same period in the prior year primarily due to an increase in the amount of borrowings under our Revolving Credit Facility.

Income Tax. An income tax provision of $1.6 million for the three months ended March 31, 2007 compares to a corresponding prior-year period income tax provision of $1.3 million. The income tax provision for both periods related primarily to income from our international subsidiaries. Our effective tax rate was approximately (425.0%) for the three months ended March 31, 2007 compared with (31.4%) for the same period in the prior year. A valuation allowance has been provided to reduce the deferred tax assets to an amount management believes is more likely than not to be realized resulting in a negative effective tax rate.

Consolidated Revenue. Consolidated revenue of $379.5 million for the year ended December 31, 2006 increased by $34.6 million or 10.0% from the prior year.

Consolidated Gross Profit. Consolidated gross profit of $97.2 million increased by $9.7 million or 11.1% from the prior year.

Operating Expenses. Operating expenses of $73.3 million decreased $0.6 million from the prior year. Operating expenses changed primarily as follows: (1) product development expenses decreased $1.5 million compared with the prior year primarily due to the focused realignment of research and development expenditures against future product strategies and marketing plans; and (2) selling, general and administrative expenses increased by $0.9 million or 1.4%, primarily due to increased sales expenses and increased amortization of intangible assets.

Interest Expense. Interest expense for the year ended December 31, 2006 increased $1.1 million to $20.3 million from the prior year primarily as a result of the increased level of borrowings under our Revolving Credit Facility.

Sundry Items. Sundry items resulted in a net gain of $0.1 million during the year ended December 31, 2006 compared with a net loss of $0.8 million in the year ended December 31, 2005. This decrease was primarily due to lower foreign exchange transaction gains incurred in 2006 compared with 2005.

Income Tax. The $4.8 million income tax provision for the year ended December 31, 2006 was $3.2 million more than the $1.6 million income tax provision for the prior year. Our effective income tax rate for 2006 was approximately 121.4% compared with (28.6%) for 2005. We recorded an additional valuation allowance of $5.1 million on deferred income tax assets generated in 2006 to reduce that asset to a carrying amount that is more likely than not to be realizable. As a result, our effective income tax rate increased relative to the prior year. If no additional valuation allowance had been required, our effective income tax rate would have been 20.9% in 2006.

Consolidated Revenue. Consolidated revenue of $344.9 million for the year ended December 31, 2005 decreased by $15.8 million or 4.4% from the prior year.

Consolidated Gross Profit. Consolidated gross profit of $87.5 million increased by $0.1 million or 0.1% from prior year.

Operating Expenses. Operating expenses of $73.9 million increased $2.3 million from the prior year. Operating expenses changed primarily as follows: (1) product development expenses increased $1.0 million compared with the prior year primarily due to the focused realignment of research and development expenditures against future product strategies and marketing plans; and (2) selling, general and administrative expense increased by $1.4 million or 2.2%. Selling, general and administrative expense included a $1.2 million loss from the sale of a vacated facility in Dallas, Texas in October 2005.

Interest Expense. Interest expense for the year ended December 31, 2005 was flat at $19.1 million compared with the prior year period.

Sundry Items. Sundry items resulted in a net loss of $0.8 million for December 31, 2005 compared with a net loss of $1.0 million for the prior year. This decreased loss was primarily due to foreign exchange transaction losses of $0.8 million during 2005. This compared with a $1.3 million loss on the sale of our investment in the stock of Servibanca S.A., a Chilean company, during the prior year period, which was partially offset by foreign exchange transaction gains of $0.3 million.

Income Tax. The $1.6 million income tax provision for the year ended December 31, 2005 was $12.0 million less than the $13.6 million income tax provision for the prior year. Our effective income tax rate was approximately (28.6%) in 2006 compared with (377.7%) for the prior year. During 2004, we recorded an additional valuation allowance of $10.3 million on the deferred income tax asset to reduce that asset to a carrying amount that is more likely than not to be realizable. No similar additional allowance was required in 2005.

Our working capital requirements are generally provided by cash and cash equivalents, funds available under our Revolving Credit Facility, as discussed below, which matures May 30, 2008, and by internally generated funds from operations. Funds availability under the Revolving Credit Facility is determined by a borrowing-base formula equal to a specified percentage of the value of our eligible accounts receivable, inventory, real property, machinery and equipment and pledged cash. General economic conditions, decreased revenue from our maintenance contracts, and the requirement to obtain performance bonds or similar instruments could have a material impact on our future liquidity. We believe that cash from available borrowings under our Revolving Credit Facility, other sources of funding and existing cash balances will be sufficient to fund our operations for at least the next 12 months as well as the foreseeable future; provided, however, that in the event we undertake any material acquisitions, we will require additional sources of funding.

Our cash and cash equivalents, including restricted cash, totaled $14.5 million at March 31, 2007, compared to $12.2 million at December 31, 2006. The working capital deficit decreased $3.5 million to a working capital deficit of $16.0 million at March 31, 2007. The change in working capital was primarily due to increases in accounts receivable of $5.4 million and inventory of $3.7 million. In addition, working capital was impacted by the increase in cash as well as a decrease of $1.2 million in Revolving Credit Facility borrowings and other current obligations. These were somewhat offset by increases in accrued expenses totaling $6.5 million. During the three months ended March 31, 2007, we also experienced continued declines in maintenance contract deposits due to two primary factors. First, the overall amount of extended maintenance contracts has declined as a result of continued declines in prices of personal computers. As businesses and consumers have paid less per unit for personal computers, the purchase of extended maintenance contracts has declined as businesses and individuals choose to replace rather than repair. Second, the price per contract has declined due to competitive pressure from other service providers and also due to declines in the per unit price of personal computers.

During the three months ended March 31, 2007, we relied primarily on cash reserves, borrowings from the Revolving Credit Facility and the purchase of $8.0 million of Series B preferred stock by WCAS to fund operations. At March 31, 2007, we had available $9.3 million of borrowing capacity under the Revolving Credit Facility.

Operating activities utilized $16.9 million of cash in 2006 and $12.8 million of cash in 2005, an increase of $4.1 million. Operating activities provided $2.4 million and used $4.6 million of cash in the three months ended March 31, 2007 and 2006, respectively, an increase of $7.0 million. The net loss decreased $3.6 million from the prior year period. In addition, cash utilized by changes in operating assets and liabilities was $4.2 million less than in the prior year period.

Investing activities used net cash of $6.3 million and $4.4 million in the three months ended March 31, 2007 and 2006, respectively. We used cash for purchases of property, plant and equipment of $5.2 million and $5.2 million during the three months ended March 31, 2007 and 2006, respectively. In addition, we used cash of $0.9 million during the three months ended March 31, 2007 to purchase intangible assets.

Financing activities provided $6.0 million and $2.3 million for the three months ended March 31, 2007 and 2006, respectively. The purchase by WCAS of $8.0 million of Series B preferred stock provided cash during the three months ended March 31, 2007, while borrowings under the Revolving Credit Facility provided cash during the prior year period. Partially offsetting these increases were payments of $1.2 million on the Revolving Credit Facility during the prior year period. Following the consummation of our June 2007 private equity placement, we redeemed all of our Series B preferred stock.

At March 31, 2007, our principal outstanding debt instruments consisted of (i) $30.3 million outstanding under the Revolving Credit Facility maturing May 1, 2008 (which is more fully described below), (ii) $94.0 million of the Senior Notes and (iii) a $110.7 million Sponsor Note.

Following the closing of our private equity placement, we used a portion of the proceeds of such offering to redeem in full the Senior Notes and prepay in full the Sponsor Note. We also used a portion of the proceeds of such offering to repay the principal balance due under our Revolving Credit Facility, and, accordingly, at present have no significant borrowings under our Revolving Credit Facility.

Our Revolving Credit Facility is provided by GE. Effective March 31, 2006, we entered into an amendment to the Revolving Credit Facility with GE which extended the maturity date from May 30, 2006 to May 1, 2008. The committed amount is $40 million, with a letter-of-credit sub-limit of $10 million. On October 6, 2006, we entered into an amendment to the Revolving Credit Facility with GE which provides for a $5.0 million term loan to us and reduces the availability under the Revolving Credit Facility from $40 million to $35 million. In, addition, on March 22, 2007, we entered into an amendment to the Revolving Credit Facility with GE which provides for an additional $10.0 million term loan to us, thus reducing the availability under the Revolving Credit Facility from $35.0 million to $25.0 million. The total potential availability under the loan and security agreement with GE, however, remains at $40 million. On June 27, 2007, we entered into an amendment to the Revolving Credit Facility with GE which allowed for a one-time pay-off of our outstanding term loans while keeping in effect a $15 million term loan commitment to the Company.

The Revolving Credit Facility is secured by substantially all of our assets. Funds availability under the Revolving Credit Facility is determined by a borrowing-base formula equal to a specified percentage of the value of our eligible accounts receivable, inventory, owned real property, machinery and equipment and pledged cash. At March 31, 2007, we had $30.3 million outstanding under the Revolving Credit Facility and $0.4 million outstanding on letters of credit. The availability remaining under the Revolving Credit Facility that we can draw was $9.3 million at March 31, 2007. A commitment fee of 0.375% per annum on the unused portion of the Revolving Credit Facility is payable quarterly. The balance outstanding under the Revolving Credit Facility is classified in current obligations in our Consolidated Balance Sheets.

The interest rate on borrowings under the Revolving Credit Facility is, at our option, either (1) 0.25% over prime or (2) 1.75% over LIBOR. At March 31, 2007, our weighted average rate on the Revolving Credit Facility was 7.79%.

Under the Revolving Credit Facility, substantially all of our domestic cash receipts (including proceeds from accounts receivable and asset sales) must be applied to repay the outstanding loans, which may be re-borrowed subject to availability in accordance with the borrowing base formula. The Revolving Credit Facility contains restrictions on the use of cash for dividend payments or non-scheduled principal payments on certain indebtedness. Restricted cash at March 31, 2007 and December 31, 2006 of $2.8 million and $2.5 million, respectively, represented cash in escrow from a client deposit.

The Revolving Credit Facility contains various representations, warranties and covenants, including financial covenants as to minimum fixed charge coverage ratio and minimum average borrowing availability. Effective March 31, 2006, we entered into an amendment to the loan and security agreement with GE which provided that the covenant to maintain a specific fixed charge coverage ratio would apply only if the average daily availability for the three month period ending on the last day of the most recent calendar quarter is less than $15.0 million. The fixed charge coverage ratio test was triggered for the three months ended March 31, 2007. At March 31, 2007, the minimum fixed charge coverage ratio required under the Revolving Credit Facility was 1.0, compared to the actual fixed charge coverage ratio of 1.74. At March 31, 2007, we were in compliance with all covenants under the Revolving Credit Facility.

Additionally, we are currently in negotiations for the replacement of our existing Revolving Credit Facility with a new revolving credit facility, which we expect to provide financing to us on more favorable terms regarding maturity and borrowing amount available under such facility. There can be no assurance, however, that such a refinancing may be obtained on more favorable terms, if at all.

During 2005, we entered into a financing arrangement for $1.8 million that pertained to computer software. At March 31, 2007, we had financing arrangement balances outstanding of $0.6 million, which was classified as current. This arrangement accrues interest at a fixed 8.0% rate. This arrangement has one remaining annual installment due January 2008.

Our current commitments for capital expenditures relate to new business opportunities and internal software systems upgrades. Our capital expenditures for the current fiscal year are expected to total $17.0 million, of which $9.5 million has been expended as June 30, 2007. We expect to have capital expenditures of a similar amount in future years. We expect to use cash flow from operations and/or borrowings available under our Revolving Credit Facility to fund such capital expenditures.

In the normal course of business, we enter into various contractual and other commercial commitments that impact, or could impact, our liquidity. The following table outlines the commitments as of December 31, 2006:

Purchase Obligations—Purchase obligations are defined as contractual obligations to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Purchase obligations do not include contracts that may be cancelled without penalty. We had no purchase obligations at December 31, 2006.

We are subject to certain market risks arising from transactions in the normal course of its business, and from obligations under our debt instruments. Such risk is principally associated with interest rate and foreign exchange fluctuations.

We utilize long-term fixed rate and short-term variable rate borrowings to finance the working capital and capital requirements of our business. The interest rate on loans under the Revolving Credit Facility is, at our option, either (1) 0.25% over prime or (2) 1.75% over LIBOR. At March 31, 2007 and December 31, 2006, our weighted average rate on the Revolving Credit Facility was 7.79% and 7.58%, respectively. A balance of $30.3 million and $31.5 million was outstanding under the Revolving Credit Facility at March 31, 2007 and December 31, 2006, respectively. At this level, a 100 basis point change in the bank's prime or LIBOR rate would impact net interest expense by $315,000 over a 12-month period.

Our international subsidiaries operate in 14 countries and use the local currencies as the functional currency and the U.S. dollar as the reporting currency. Transactions between us and our international subsidiaries are denominated in U.S. dollars. As a result, we have certain exposures to foreign currency

risk. Approximately $153.6 million or 40.4% of our fiscal year 2006 revenue was denominated in international currencies. For the three months ended March 31, 2007, approximately $46.1 million or 48.4% of our revenue is denominated in international currencies. Transaction gains and losses on U.S. dollar denominated transactions are recorded within Sundry, net in our Consolidated Statements of Operations and were not material in 2006, 2005 or 2004 or the three months ended March 31, 2007.

No foreign currency hedging instruments existed at March 31, 2007. We may, however, in the future use foreign forward currency-exchange rate contracts to minimize the adverse earnings impact from the effect of exchange rate fluctuations.

Our significant accounting policies and methods used in the preparation of our Consolidated Financial Statements are discussed in Note A of the Notes to Consolidated Financial Statements. The following is a listing of our critical accounting policies and a brief discussion of each:

We derive revenue primarily from two sources: (1) equipment and software sales and (2) maintenance and other services, as previously described.

Our revenue recognition policies are in accordance with Statement of Position ("SOP") 97-2, "Software Revenue Recognition," as amended by SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions", "Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," SAB No. 104, "Revenue Recognition," Emerging Issues Task Force ("EITF") No. 00-21, "Revenue Arrangements with Multiple Deliverables," and EITF No. 03-5, "Applicability of AICPA Statement of Position 97-2 to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software."

Software and Software Elements (Including Equipment, Installation and Training). In the case of software arrangements that require significant production, modification, or customization of software, or in the case of license agreements that require us to provide implementation services that are determined to be essential to other elements of the arrangement, we follow the guidance in SOP 81-1, "Accounting for Performance of Construction—Type and Certain Production—Type Contracts," and apply the completed contract method of accounting. In compliance with the completed contract method under SOP 81-1, revenue is recognized when proof of client acceptance has been received. In the case of non-software arrangements, we apply EITF No. 00-21 where revenue related to arrangements with multiple elements are allocated to each element based on the element's relative fair value. Revenue allocated to separate elements is recognized for each element in accordance with the accounting policies described below. EITF No. 03-5 is applied in determining whether non-software elements are included with the software in applying SOP 97-2.

If we cannot account for items included in a multiple-element software or non-software arrangement as separate units of accounting, they are combined and accounted for as a single unit of accounting and generally recognized as the undelivered items or services are provided to the client. We

specifically use the residual method, under which revenue is recognized on the delivered elements only when the remaining undelivered element is post-contract client support.

We recognize hardware and software revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured. At the time of the transaction, we determine whether the fee associated with revenue transactions is fixed or determinable and whether or not collection is reasonably assured. We determine whether the fee is fixed or determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after the normal payment terms, which are generally 30 days from invoice date, we recognize revenue as the fees are due. We assess collectibility based on a number of factors, including past transaction history with the client and the credit-worthiness of the client. We do not request collateral from clients. If we determine that collection of the fee is not reasonably assured, we defer the revenue and recognize revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash. For all sales, we generally use either a binding purchase order or signed sales agreement as evidence of an arrangement.

Non-Software Equipment. We recognize revenue from sales of non-software related equipment and supplies upon delivery and transfer of title or upon client acceptance.

Postcontract Client Support. Maintenance contracts are primarily one year in duration and the revenue generated is generally recognized ratably over the term of the contract.

Maintenance Services Not Classified as Postcontract Client Support. Our services revenue is primarily billed based on contractual rates and terms, and we generally recognize revenue as these services are performed which, in some cases, is ratably over the contract term. Certain clients advance funds prior to the performance of the services. We recognize revenue related to these advances as services are performed over time or on a "per call" basis. Certain estimates are used in recognizing revenue on a "per call" basis related to breakdown rates, contract types, calls related to specific contract types, and contract periods. We use our best judgment to relate calls to contracts. In addition, as actual breakdown experience rates are compared to estimates, such estimates may change over time and will result in adjustments to the amount of "per call" revenue. The current and non-current portions of these advances are shown as Deferred Revenue or Maintenance Contract Deposits on our Consolidated Balance Sheets.

During the quarter ended June 30, 2004, we recorded revenue of $4.3 million reflecting an adjustment arising out of a change in accounting estimate related to service revenue. The information used in computing this estimate was partially provided by a client, and since June 30, 2004, this information has been provided to us on a more timely and accurate basis, resulting in greater accuracy of our estimates. We anticipate that future adjustments, if necessary, related to these estimates will be immaterial to the results of operations. The current and non-current portions of these advances are shown as Deferred Revenue or Maintenance Contract Deposits on our Consolidated Balance Sheets.

Business Process Outsourcing. We provide BPO services under contracts under a unit-price or fixed-price basis, which may extend up to ten or more years. If a contract involves the provision of a single element, revenue is generally recognized when we perform the services or process transactions in accordance with contractual performance standards. Revenue from unit-priced contracts is recognized as transactions are processed and based on objective measures of output. Revenue from fixed-price contracts is recognized on a straight-line basis, unless revenue is earned and obligations are fulfilled in a different pattern. In some of these arrangements, we hire client employees and become responsible for certain client obligations. We continuously review and reassess the estimates of contract profitability. Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other inputs/outputs on which we are paid, failure to deliver

agreed benefits, variances from planned internal/external costs to deliver the services, and other factors affecting revenue and costs.

Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs related to the set-up of processes, personnel and systems, which are deferred during the transition and expensed evenly over the period outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Deferred amounts are recoverable in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. (See discussion of critical accounting policy for goodwill and other intangible assets.)

Our allowance for doubtful accounts relates to trade accounts receivable. The allowance for doubtful accounts is an estimate prepared by management based on identification of the collectibility of specific accounts and the overall condition of the receivable portfolios. We analyze trade receivables, and analyze historical bad debts, client credits, client concentrations, client credit-worthiness, current economic trends and changes in client payment terms, when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Likewise, should we determine that we would be able to realize more of our receivables in the future than previously estimated, an adjustment to the allowance would increase income in the period such determination was made. The allowance for doubtful accounts is reviewed periodically and adjustments are recorded as deemed necessary. During the quarter ended September 30, 2006, we updated the percentages used to calculate the allowance for doubtful accounts to reflect improved recent history of collections and client credits. This change in estimate was applied prospectively during the quarter and resulted in an immaterial impact to our financial statements.

We periodically evaluate the carrying amount of inventory based on the identification of excess and obsolete inventory. Our evaluation involves a multi-element approach incorporating inventory turnover and the stratification of inventory by risk category, among other elements. This approach incorporates both recent historical information and management estimates of trends. Our approach is intended to take into consideration potential excess and obsolescence caused by a decreasing installed base, engineering changes and end of manufacture. If any of the elements of our estimate were to deteriorate, additional reserves may be required. The inventory reserve calculations are reviewed periodically and additional reserves are recorded as deemed necessary.

We account for goodwill in accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". Goodwill is not amortized but rather is tested at least annually for impairment. The impairment test is based on fair value compared to the recorded value at a reporting unit level. Reporting units are defined as an operating segment or one level below. Valuation methods used in determining fair value include an analysis of the cash flows that the reporting units can be expected to generate in the future ("Income Approach") and the fair value of a reporting unit as compared to similar publicly traded companies ("Market Approach"). In preparing these valuations, management utilizes estimates to determine fair value of the reporting units. These estimates include future cash flows, growth rates, capital needs and projected margins, among other factors. Estimates utilized in future calculations could differ from estimates used in the

current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill. We perform the annual test for impairment as of December 31 each year. No impairment of goodwill was deemed necessary for 2006 or 2005.

Components of our goodwill and other intangibles include amounts that are foreign currency denominated. These amounts are subject to translation at each balance sheet date. We record the change to our Accumulated Other Comprehensive Loss on our Consolidated Balance Sheets. Goodwill previously classified as unallocated has been allocated to the reporting units as required by SFAS No. 142. The following is a summary of goodwill balances as of December 31, 2006 by reporting unit:

	U.S. Operations		SDS Applications, Ltd.		BancTec Canada		Total
	(in thousands)
Balance at January 1, 2006	$	41,236	$	497	$	240	$	41,973
Goodwill impairment		—		—		—		—
Additions in fiscal 2006		—		79		—		79
Changes due to foreign currency translation		—		69		—		69

Balance at December 31, 2006	$	41,236	$	645	$	240	$	42,121

Certain costs associated with contract acquisition and related direct and incremental costs are capitalized in accordance with SOP 81-1 and Technical Bulletin 90-1. Contract acquisition costs include direct incremental costs associated with contract negotiation, such as legal fees, and costs incurred to transform client processes and technology in direct support of implementing the contract terms and conditions. These costs are amortized on a pro-rata basis over the term of the contract.

In the event indications exist that an outsourcing contract cost balance related to a particular contract may be impaired, undiscounted estimated cash flows of the contract are projected over its remaining term, and compared to the unamortized outsourcing contract cost balance. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted to equal the contract's fair value in the period such a determination is made. The primary indicator used to determine when impairment testing should be performed is when a contract is materially underperforming, or is expected to materially under-perform in the future, as compared to the bid model that was developed as part of the original proposal process and subsequent annual budgets. No impairment of contract acquisition costs has been recorded for the year ended December 31, 2006. See Note F to our Consolidated Financial Statements for a summary of other intangible assets.

We are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which would be included within our Consolidated Balance Sheets. We must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent that we believe recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance in a period, we must include an expense within the tax provision in the statement of operations. We have recorded a valuation allowance to reduce the carrying amount of recorded deferred tax assets representing future deductions to an amount that is more likely than not to be realizable. In the event we were to determine that we would be able to realize additional deferred tax assets in the future, an adjustment to the deferred tax asset would increase income in the period such determination was made.

Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 123R, ("SFAS 123R") "Share-Based Payment," which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS No. 123R, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant).

Prior to January 1, 2006, we accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and related interpretations. We also followed the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS 148, "Accounting for Stock-Based Compensation—Transition and Disclosure."

We elected to adopt the modified prospective transition method as provided by SFAS No. 123R and, accordingly, financial statement amounts for the prior periods presented in this prospectus have not been restated to reflect the fair value method of expensing share-based compensation. Under this application, we are required to record compensation cost for all share-based payments granted after the date of adoption based on the grant date fair value estimated in accordance with the provisions of SFAS 123R and for the unvested portion of all share-based payments previously granted that remain outstanding which were based on the grant date fair value estimated in accordance with the original provisions of SFAS 123.

Effective July 1, 2000, we adopted the 2000 Stock Plan (the "2000 Plan"), which provided for the grant to employees of incentive options, non-qualified stock options, and restricted stock awards. Following the closing of our private equity placement, we cancelled all outstanding options under the 2000 Plan and paid each holder thereof a price per option share of $2.55, which represents the amount by which the net proceeds per share of common stock received by our former stockholders in the private equity placement transaction exceeded the exercise price applicable to such option share. In connection with the closing of the private equity placement we adopted the 2007 Equity Incentive Plan, which replaces the 2000 Plan.

Following the closing of our June 2007 private equity placement, we granted 3,115,000 incentive options. Under the 2007 Equity Incentive Plan, incentive options are granted at a fixed exercise price not less than 100% of the fair market value of the shares of common stock on the date of grant (or not less than 110% of the fair market value in certain circumstances). All outstanding incentive options vest over a four-year period at 25% per year.

We granted 170,000 non-qualified stock options in connection with our private equity placement. As granted under the 2007 Equity Incentive Plan, non-qualified options are granted at a fixed exercise price equal to not less than par value of the shares of common stock on the date of grant.

The following table illustrates the effect on net loss as if compensation for our stock option plans had been determined in conformance with SFAS No. 123 for the years ended December 31, 2005 and 2004:

		Years Ended December 31,
		2005			2004
		(in thousands)
Net loss applicable to common stock, as reported		$	(7,295	)	$	(21,610	)
Total stock-based employee compensation expense determined under fair-value-based method for all rewards, net of tax			(55	)		(17	)

	Pro forma net loss	$	(7,350	)	$	(21,627	)

The fair value of each stock-option grant under the stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model. During 2005, we obtained an independent valuation of the fair value of each stock option grant on the date of grant using the lattice model and the Black-Scholes option-pricing model, both of which yielded approximately the same result. As a result, we have revised the compensation expense for all years as determined under SFAS No. 123R in the table above using the Black-Scholes option-pricing model.

The following table presents share-based compensation expenses for continuing operations included in our Consolidated Statements of Operations:

The current and revised fair value of each stock-option grant was estimated with the following weighted-average assumptions and results:

		Years Ended December 31,
Weighted Average
	2006		2005		2004
Risk free interest rate			4.67	%		4.70	%		4.10	%
Expected life			10 years			10 years			10 years
Expected volatility			40.0	%		40.0	%		40.0	%
Fair value of options granted		$	0.44		$	0.42		$	0.12

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109." FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We adopted FIN 48 as of January 1, 2007 with no material impact on our Condensed Consolidated Financial Statements for the three months ended March 31, 2007.

In September 2006, the FASB issued SFAS 157, "Fair Value Measurements" ("SFAS 157"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective as of the beginning of fiscal year 2008.

We are currently evaluating the impact of adopting SFAS 157 on our Consolidated Financial Statements.

In September 2006, the FASB issued SFAS 158, "Employers' Accounting for Defined Benefit Pension and Other Post-Retirement Plans—an Amendment of FASB Statements No. 87, 88, 106 and 132(R)" ("SFAS 158"), which requires that we recognize the over-funded or under-funded status of our defined benefit post-retirement plans as an asset or liability in our 2006 year-end balance sheet, with changes in the funded status recognized through comprehensive income in the year in which they occur. The funded status is measured by the difference between plan assets at fair value and the projected benefit obligation in its statement of financial position. The Company uses a December 31, measurement date for this plan. We have adopted SFAS 158 in our Consolidated Financial Statements, with no material impact.

We offer our clients a complete portfolio of payment processing and document and content processing services across an increasing value chain, consisting of hardware and software products, infrastructure services, turnkey on-site business solutions and BPO services. We also provide infrastructure services to the IT services industry, with focused deployment and ongoing support services for OEMs and ITO providers. Our offerings are built around core technology products and industry knowledge that we have developed over decades of working closely with our clients.

Our clients, businesses and organizations are facing increasing challenges to improve their operating efficiencies. The complexity of managing evolving technology environments and legislation impacting such environments, combined with the focus on managing expenditures, has led decision-makers to reevaluate their technology infrastructure and service strategies. There is a growing trend to outsource non-core processes and to consolidate technology and operating platforms. We believe these challenges create valuable opportunities for us to provide our products and services.

The payment processing industry involves the capture, extraction, assessment and archive of financial data from all paper and electronic payments. According to the Gartner Group, global business process outsourcing of payments processing was a $12.8 billion market in 2006, of which two-thirds was represented by the U.S. market. Substantial IT investments are continuing in this industry under the themes of centralizing processing, instituting remote check capture and implementing changes in legislation such as the Check Clearing for the 21st Century Act ("Check 21"), which has facilitated the use of check truncation, the process by which a check is converted to a digital image, which, when reprinted, serves as the official record of the check.

The recent passage of Check 21 along with increased technological development, has created a demand for faster, more efficient electronic handling of bank documents. Financial institutions employ check imaging as part of their efforts to reduce operating costs and provide enhanced banking services to their customers.

To address our clients' needs, we have developed and implemented payment processing business solutions and outsourcing services, including check processing, remittance processing, and international payments and receivable processing, in many countries. The European market is generally more advanced than the U.S. market, with a high proportion of electronic payments, widespread truncation

and a high volume of cross-border transactions. We are using our extensive experience with European businesses and regulations to help U.S. clients implement Check 21 and other check truncation strategies. Our clients utilize our products and services to reduce labor costs, facilitate timely research and handle complex transaction variations.

The document and content processing industry involves the electronic capture of a variety of documents and forms combined with intelligent integration of the captured data or content into appropriate business applications. According to IDC, the worldwide market for document and content processing grew 5.1% to $46.0 billion and the U.S. market grew 5.9% to $21.4 billion in 2006.

The payment processing and document and content processing industries are increasingly overlapping in many markets, especially financial services, where clients desire to leverage the use of their infrastructure investment. Our clients are striving to comply with changing regulations and to find new ways to create and consume content in multiple formats thereby increasing their ability to use information more effectively and generate new sources of revenue and cost-savings. In addition, recent regulation, such as SOX and privacy related initiatives, have increased scrutiny of data, document security and internal controls.

We have become a recognized leader in document and content processing by providing clients with complete end-to-end business solutions and services to simplify capturing, processing and archiving of information across the enterprise. In the last 18 months, we have extended our products and services to target specific sub-sectors within our vertical markets, such as mortgage origination, explanation of health benefits, and account payable management.

The IT services industry involves the support, maintenance and deployment of all IT assets, including hardware (such as computers, network equipment, servers, printers and other peripherals) that are integral components of the IT infrastructure. As businesses use technology to integrate diverse processes and content into common operating platforms, they are increasingly outsourcing maintenance and IT infrastructure services to increase efficiency, reduce costs and better serve the needs of their customers. According to IDC, in 2006 the worldwide market for IT services grew 5.8% to $467 billion with hardware deployment and support representing $54.4 billion.

We believe our international reach, experience and infrastructure enables us to better serve domestic, international and global clients. We also believe that the strengthening of our balance sheet resulting from our 2007 private equity placement will enable us to make strategic acquisitions that present further growth opportunities, as well as enhance our ability to make up-front capital investments in BPO and ITO services which will make us more competitive.

We have senior level relationships with our clients and provide a high level of service. We intend to continue to provide our clients with a high degree of client service, flexible customization of products and services and a dedicated focus on their business needs. We are instituting account management teams and programs in our BPO and IT services to enhance the quality, quantity and responsiveness of our offerings. We currently serve over 2,000 clients globally and believe the top 10% of our clients provide us significant growth opportunities through large, outsourcing contracts.

A key component of our business plan is to expand our recurring revenue business. We seek to establish and maintain long-term relationships with our clients utilizing multi-year contracts. Most of our products and services require the payment of monthly fees or transactional fees, which allows us to generate recurring revenue. We believe that many of our clients will transition towards a BPO delivery model, expanding both our revenue and our relationship longevity. We expect that as our fixed costs are spread over a greater revenue base, our operating margins will improve as will the efficiency and effectiveness of our business model. Further, we believe that by developing and owning our own software and hardware products, we have a competitive advantage. By managing our operating expenses and combining all non-sales and delivery business functions through a global shared services model, we believe we can better leverage our global infrastructure and provide better service to our clients.

We seek to enhance our portfolio of services by focusing on our clients' requirements, emerging trends in the industry and new technologies that will create both the need and opportunity for additional BPO services. We believe we can drive our return on invested capital by leveraging our existing base of skilled professionals and infrastructure to expand into new markets and to provide new services in high value targeted areas. We will continue to leverage our global infrastructure of systems and people, and plan to expand our sales, marketing and account management presence as we provide a broader array of products and services to local country markets and the global marketplace.

We believe that a significant opportunity exists to accelerate our growth in Asia, targeted Eastern European countries and Latin America. We seek to expand our sales force focused on developing our indirect channels in both Asia and Latin America. We plan to launch an indirect channel sales force in EMEA in 2007 to leverage the experience of our Americas indirect channel sales force. We plan to expand our product offerings with our existing channel partners to drive growth. Further, we plan to expand with new partners in targeted geographies.

While we have primarily grown our business organically, we have made three small targeted acquisitions during the past three years and developed partnerships and alliances to augment our growth and provide critical technologies and capabilities. We intend to opportunistically expand our capabilities and geographic footprint through strategic acquisitions and alliances to accelerate our growth. We will continue to explore acquisitions of businesses and products that will complement our existing client offerings to better penetrate our target markets and to expand our client base. To enhance our product offerings, we intend to further develop both existing and new partnerships.

Our suite of payment processing business solutions and BPO services, including check processing, remittance processing, international payments and receivables processing takes advantage of recent technologies, such as automatic image recognition and web accessibility, to reduce labor costs, facilitate timely research and handle complex transaction variations. The payment processing business is undergoing significant changes, including the shift away from paper to electronic payments, the desire of clients to utilize electronic payment processing and the demand for delivery of payment information to diverse technology platforms. Although we continue to deliver hardware and software products, our

primary focus is on expanding our turnkey on-site business solutions and BPO services through our 12 outsourcing centers in the Americas and EMEA. Additionally, we are leveraging our extensive experience with the payments processing environment in EMEA to provide advanced services to the Americas and other markets. Our clients can utilize part, all or a combination of our products and services portfolio to address their payment processing requirements.

Our payment processing technology suite includes eCap, a data capture software application that automates check and list processing and the extraction of data from invoices or payment advices. We also offer PayCourier Retail, a comprehensive remittance software solution for processing payment transactions, such as return documents, customer correspondences, customer envelopes and checks and PayCourier Archive, a transaction archive solution that provides long-term data and image storage for remittance processing.

We provide a complete line of hardware to address high-volume check environments. The E-Series is a high-speed transport that can read and sort up to one million check-size documents per day. The X-Series is a mid-range transport for check and remittance processing which enables check and item-based transactions to be digitally captured, processed and retained. To help our clients achieve optimal performance in day-to-day check imaging operations, we offer our advanced image quality software, Image Sentry.

We offer a broad range of innovative products and services that simplify the capturing, processing and archiving of information across the enterprise. In late 2005, we began to extend our packaged products and services to target specific sub-sectors such as mortgage origination, health benefits, and accounts payable management. Our document and content processing services have been deployed throughout Europe and we believe we are the fastest growing provider of mortgage origination services in the U.K. We recently introduced these mortgage origination services into the Americas.

Our document and content processing software technology is designed for high-volume, complex and distributed environments. eFIRST is a business process management suite that enables business process automation through analysis, modeling, development and deployment. eFIRST Capture provides a software solution to capture structured or unstructured documents from paper scanners, fax machines and e-mail and then extracts key information needed to categorize, index and distribute the data to the appropriate person or department. eFIRST Process provides intelligent workflow and routing of documents and cases in complex environments based on business rules. eFIRST Archive can store large volumes of highly complex documents and provide multiple indices for improved search and retrieval. These technologies are available as stand-alone offerings, integrated with our or third party hardware, or as the foundation for a comprehensive BPO solution.

We also offer document and content processing hardware technology. The BancTec DocuScan 9000, introduced in 2004, is a high-speed mixed document scanner designed to provide the highest hourly throughput in difficult paper handling applications. We introduced the BancTec DocuScan 6000 in 2005 offering an entry-level high-speed scanner with a compact physical size that can digitize and process up to 260 pages per minute. In 2007, the IntelliScan XDS was introduced as the industry's fastest high-volume, multi-application document scanner providing processing speeds of up to 550 pages per minute.

We provide infrastructure services to the IT industry, with focused deployment and ongoing support services for OEMs and ITO providers. We provide warranty services, fulfillment services and related maintenance support to manufacturers of desktop and enterprise IT products in the Americas

and EMEA. We believe that these services result in significant cost savings, improved client satisfaction and increased revenue for our clients.

Our infrastructure services include maintenance and support of desktops, laptops, servers, printers and computer network equipment. In addition, we provide deployment, logistics, and support services. We are certified to provide support for Dell, IBM, Lexmark, Microsoft, Novell, HP, Compaq, Cisco, Sun and Solaris products.

In 2006, we responded to approximately 1.2 million requests for service, supported more than 25,000 enterprise server systems, maintained more than 30,000 LANs, and provided full-service hardware, software and network support for more than two million end users.

We provide service covering all of the U.S., Canada, U.K., France, Germany, Benelux, Sweden, Italy, the Netherlands, and Czech Republic, including 95% of the zip codes in the U.S. through our own employees. We were recently honored as Dell's global 2007 General Procurement Partner of the Year.

As our clients' needs have changed, we have evolved over three decades from a domestic hardware manufacturer focused on the banking and financial services industry to a full service global provider of business process outsourcing services and technology to large multinational enterprises in various industries. Moreover, as we have grown with our clients, we have developed strong relationships with senior management and expanded our business, expertise and geographical footprint. We believe our long-standing relationships with major companies not only provide a significant opportunity for us to expand our existing business with these clients, but also to establish our credibility to expand our offerings into other industries.

BPO requires an understanding of the client's industry, market and business processes intimately enough to apply tools, methods, products and services so that our clients can delegate a part of their business for us to manage and deliver through measurable performance metrics. Because we have extensive technology experience and service and solution expertise we are well positioned to compete. We have been providing BPO services in Europe since 1999, and launched BPO services in North America in 2005. Our BPO contracts are typically long term, recurring revenue contracts. With 12 outsourcing centers throughout the U.S. and Europe, we offer BPO services for both payment processing as well as document and content processing. Our BPO services include retail and wholesale payment processing, check processing, healthcare payments and claims, payment and check image archives, mortgage and loan origination, credit card origination, invoice processing, accounts payable approval automation, mailroom and correspondence handling, forms processing and document imaging and archiving.

In the payment processing and document and content processing industries we provide end-to-end business solutions that help drive operational efficiencies through the automation of mission critical processes for some of the world's largest institutions. These turnkey, on-client-site solutions are based on our developed software and hardware technologies, third party technology, and our project implementation processes gained through decades of vertical experience. We can customize our solutions without incurring high development costs and lengthy implementation timescales. Our business solutions include retail payment processing, check processing, payment and check archiving, invoice image and data capture, accounts payable processing, digital image classification, mailroom automation, mortgage and account origination and software services.

We provide maintenance and support services to the payment processing and document and content processing industries in support of both our and third party products. We also provide IT services to OEMs and global ITO providers.

We have expertise in the installation, repair and maintenance of large, mission-critical, computer-driven electromechanical devices, such as reader/sorters and scanners, which involve imaging and paper handling. Our hardware maintenance contracts usually include both parts and labor, and the contracts are typically long term, recurring revenue contracts. In addition, we market a full range of consumable supplies that complement our payment processing and document processing systems.

We have expertise in the deployment, logistics and management of IT assets, including hardware such as computers, network equipment, servers, printers and other peripherals that are integral components of the IT infrastructure. Our contracts usually include both parts and labor, and are typically long term, recurring revenue contracts with minimum commitments.

We have extensive experience designing, developing, producing and servicing both hardware and software products. Our products enable our clients to capture, process and archive documents and data. We incorporate our hardware and software products as an integral part of our business solutions, utilize them in delivering our BPO services and sell these products through both direct and indirect channels.

We offer our products and services directly to our clients and through indirect channels, including value added resellers, distributors and system integrators, to achieve the widest possible geographic footprint. Our direct sales force offers BPO services, infrastructure services, business solutions and products directly to our clients, while we also use indirect channels to market our products.

Other than in the emerging markets, we primarily rely on our direct sales force, using the indirect channels to compliment our direct sales distribution. As of June 30, 2007, we employed 30 salespeople focused on the Americas and the emerging markets, 24 of which are responsible for selling directly to our clients and six of which are responsible for selling to value added resellers, distributors and system integrators. As of that date, we employed 30 salespeople focused on EMEA, all of which are responsible for selling directly to our clients. In addition, we employed six salespeople focused on ITSM, all of which are responsible for selling directly to our clients. We continue to seek partnership opportunities with indirect channels to further our penetration in our existing and potential markets.

Our clients tend to be larger organizations requiring specialized services that enable them to differentiate their own offerings. Representative clients in our payments processing business include Symcor, Bank of America and EDS; in our document and content processing business, representative clients include Broadridge Financial Solutions, Inc. (formerly ADP), Deutsche Telekom and Danish Post; and in our IT services business, our clients are predominantly OEMs or ITOs, such as Dell, CSC and Lexmark. Our ten largest clients accounted for 48.6%, 45.0% and 44.3% of our revenue for the years ended December 31, 2006, 2005, and 2004, respectively. For the years ended December 31, 2006, 2005 and 2004, Dell accounted for 19.5%, 15.5% and 17.4%, respectively, of our total revenue. Sales from our U.S. operations for the years ended December 31, 2006, 2005 and 2004 accounted for 59.6%, 62.6% and 65.4%, respectively, of our total revenue, while sales from our foreign operations for the same years accounted for 40.4%, 37.4% and 34.6%, respectively, of our total revenue.

Our business has historically experienced seasonal fluctuations in our equipment and software sales and we expect to experience similar fluctuations in the future. Our equipment and software sales have historically been affected by buying patterns of financial services clients, which tend to increase their purchasing of software and equipment at the end of the calendar year, which results in higher sales completed and revenue recognized in our fourth quarter. Nevertheless, due to the cyclical and unpredictable nature of large corporate purchasing decisions, the completion of one or more large equipment and software systems sales in any one fiscal quarter may result in unpredictable fluctuations of our quarterly sales results throughout the fiscal year.

The market for companies that provide technology products and services is intensely competitive and highly fragmented, and we expect increased competition from both existing competitors and companies that enter our existing or future markets. Numerous companies supply competing products and services, and many of these companies specialize in one or more of the services that we offer or intend to offer to our clients. We compete with various public and private companies including Wausau, Regulus and Unisys in our payment processing business; EMC, Readsoft and IBML in our document and content processing business; and Unisys, IBM and QualxServ in our IT services business.

We believe that the principal competitive factors determining success in the industries we serve include:

In marketing our products and services, we encounter competition from a wide variety of companies, some of which have substantially greater resources than we do. We believe that our geographic footprint, market position, scalable infrastructure, process know-how, industry knowledge, domain knowledge, client relationships and functionality, performance, quality, service and price provide us a competitive edge in the industries in which we operate.

We own our corporate headquarters facility located at 2701 East Grauwyler Road, Irving, Texas. Consisting of approximately 310,500 square feet of building area, this facility is also the primary location for our assembly and manufacturing activities. We also lease a regional headquarters facility in London, UK. Globally, we maintain field offices in 14 countries and operate 12 outsourcing centers. Our outsourcing centers are augmented by an India-based data entry partner and include:

European BPO Centers		U.S. BPO Centers
Harlow (North London), UK Heathrow, UK Gateshead, UK Colnbrook, UK Dublin, Ireland Cologne, Germany Utrecht, Netherlands Tallin, Estonia		Chicago, IL Charlotte, NC Totowa, NJ Irving, TX

We believe that these facilities are adequate to meet our ongoing needs. The loss of any of our principal facilities could have an adverse impact on operations in the short term; however, we have the option to renew our facility leases or believe we can replace them with alternate facilities at comparable cost.

We are engaged in ongoing software and hardware product development activities for both new and existing products, employing approximately 98 people for such activities as of June 30, 2007 and investing approximately $7.8 million, $8.8 million and $7.3 million in the years ended December 31, 2004, 2005 and 2006, respectively. In addition to our efforts to develop and improve our own products and services, we offer client-funded development activities.

There can be no assurance that our development efforts will result in successful commercial products.

We operate in the following geographic areas: the United States, the UK, and other international areas consisting primarily of Canada, France, Sweden, Germany, and the Netherlands. Inter-area sales to affiliates are accounted for at established transfer prices.

Sales to unaffiliated customers and affiliates for the years ended December 31, 2006, 2005 and 2004, and long-lived assets, other than deferred taxes, at the end of each of those periods, classified by geographic area, are as follows:

We own numerous U.S. and foreign patents and hold licenses under numerous patents owned by others. We have 30 patents, and 4 pending patent applications, which all generally pertain to hardware and software technology in the areas of document processing, document sorting, data compression, character recognition, document detection, image capture, image analyses, document encoding and check strip attachment and removal. We also own a number of registered and common-law trademarks in the U.S. and other countries relating to our trade names and product names including BancTec®, eFIRST®, ImageSentry®, IntelliScan® and PayCourier®. Our unregistered trademarks include: BancTec DocuScan™, eCAP™, E-Series™, ImageSentry™ and X-Series™.

The validity of any issued and potential patents, may be challenged and we could encounter legal costs and expenses in enforcing our patent rights against infringement. In addition, there can be no assurance that other technology cannot or will not be developed, or that patents will not be obtained by others, that would render our patents obsolete.

As of June 30, 2007, we had a total of 2,683 employees, 1,814 of which were located in the U.S. Our U.S. employees are not represented by any labor unions. We have never experienced a work stoppage and we consider our relations with our employees to be good.

We are a party to various legal proceedings from time to time. None of such proceedings are currently expected to have an outcome that is material to our financial condition.

Set forth below are the names, ages and positions of our directors and executive officers as of the date of this prospectus.

The following are biographical summaries, including experience, of those individuals who serve as our executive officers:

J. Coley Clark has been Chairman of our board of directors since June 2007 and President and Chief Executive Officer since September 2004, when he joined BancTec after 32 years with Electronic Data Systems Corporation ("EDS"). Mr. Clark has been a director of the Company since March 2004. Mr. Clark retired from EDS in 2004 as a Senior Vice President and President, Global Financial Industry. He was also a member of the Global Operations Council, EDS senior executive team.

Jeffrey D. Cushman has been Senior Vice President and Chief Financial Officer since February 2005. Mr. Cushman joined BancTec in November 2004 as Vice President of Finance. From November 2001 to May 2003, Mr. Cushman did strategic development work for Metromedia Fiber Network, Inc., and before joining Metromedia, from January 2000 to October 2001, Mr. Cushman was the Chief Financial Officer, Senior Vice President, Secretary and Treasurer for GroceryWorks, Inc., an internet grocery-fulfillment company. From November 1997 to December 1999, Mr. Cushman was employed by Evercom, Inc., a telecommunications services provider. Prior to this time, Mr. Cushman was Director of Business Development at EDS, after holding a number of financial positions, including Group Financial Officer, Controller, and Financial Manager & Supervisor.

Mark D. Fairchild has been Senior Vice President and Chief Technology Officer since November 2005. Mr. Fairchild joined BancTec in 1985 and has progressed through various management roles including European Software Director, Vice President of Engineering, Vice President of European Operations and Senior Vice President of International Operations.

Michael D. Fallin has been Senior Vice President, Corporate Marketing and President, Americas and Emerging Markets since April 2005, when he joined BancTec after 29 years with EDS. From 2004 to 2005, Mr. Fallin was a Vice President in the Industrial Manufacturing Division at EDS and prior to that held various positions at EDS including Division Manager, Financial Industry Group and Vice

President in the U.S. Southwest Region responsible for clients in energy, telecommunications, manufacturing and financial industries.

Lin M. Held has been Senior Vice President and Chief Administrative Officer since January 2005, when she joined BancTec after 27 years with EDS. Ms. Held is accountable for the Human Resources, Legal, Administration and Facilities and Security operations for BancTec globally. While at EDS, Ms. Held served in several key executive positions including Industry Operations Director for the U.S. Transportation Industry Group, Strategy and Planning Director and Managing Director for the Global Finance and Transportation Industry Groups, as well as other key management roles.

Brendan P. Keegan has been Senior Vice President, Strategy and Business Development, and President of ITSM since March 2006. Mr. Keegan joined BancTec in June 2005 as Senior Vice President, Strategy & Business Development where he was responsible for heading up the development of BancTec's business strategy and market re-positioning. Prior to joining BancTec, from October 2004 to March 2005, Mr. Keegan served as Senior Vice President & President, Emerging Markets for Seven Worldwide, Inc., a provider of marketing execution services, from June 2003 to October 2004, President and Chief Executive Officer of Revenue Edge Ventures, Inc., a professional services company, from May 2001 to January 2003, President and Chief Executive Officer of Bravanta, Inc., a turn-around business process outsourcing consulting company, and prior to joining Bravanta, Vice President, Global Sales at EDS.

Michael D. Peplow has been Senior Vice President and President of EMEA since 2005. Mr. Peplow joined BancTec in June 1997 as Business Development Manager. Mr. Peplow has also served as Managing Director of BancTec Ltd. in the U.K. and Ireland. Prior to joining BancTec, Mr. Peplow served in a number of strategic marketing, sales and consultancy roles with organizations such as ICL/Fujitsu and Hatten Blue.

The following are biographical summaries, including experience, of those individuals (other than J. Coley Clark, whose biographical summary is shown above), who serve as our directors:

Felipe F. Atela has been Executive Chairman and President of Deutsche Telekom Espana, S.L., a telecommunications operator and information technology business services provider, since December 2002. Mr. Atela's responsibilities include overseeing operations of Ya.com, a telecommunications and internet service provider and T-Systems Spain, a technology services company. Mr. Atela serves on the Boards of Directors of Ya.com, T-Systems Spain and Buongiorno S.p.A, an Italian based independent mobile media and technology company.

R. Randolph Devening has over forty years of management experience primarily in the food and retail service channels. Mr. Devening served as the Chairman, President and Chief Executive Officer of Foodbrands America, Inc., a food services and retail marketing company, until 2001. Prior to his service with Foodbrands America, Mr. Devening was the Vice Chairman and Chief Financial Officer of Fleming Companies, Inc., a consumer goods distributor. Mr. Devening currently serves on the Boards of Directors of Penford Corporation, a developer, manufacturer and marketer of specialty natural-based ingredient systems, Safety-Kleen Hold Co., a holding company of a cleaning and environmental solutions company, and Fred Jones Enterprises, a supplier of engines and transmissions.

Gary J. Fernandes has been a director of the Company since March 2003. Mr. Fernandes retired as Vice Chairman of EDS in 1998, after serving on the board of directors of EDS since 1981. After retiring from EDS, Mr. Fernandes founded Convergent Partners, a venture-capital fund focusing on buyouts of technology-related companies. He also served as Chairman and CEO of GroceryWorks, Inc. until 2001. He currently serves on the Boards of Directors of eTelecare Global Solutions, Inc., a provider of business process outsourcing services, Computer Associates, one of the world's largest IT management software providers and Blockbuster Inc., the largest chain of video game and DVD rental shops in the world. Mr. Fernandes is currently the Chairman and President of FLF Investments, and

serves as an advisory director of MHT Partners, a Dallas based investment banking firm serving mid-market companies.

John R. Harris has been Chief Executive Officer of eTelecare Global Solutions, Inc. since 2006. Mr. Harris was also Chief Executive Officer of Seven Worldwide, Inc. from 2003 to 2005 and from 2002 to 2003, was Chief Executive Officer of Delinea Corporation, a business strategy and technology services company.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our chief executive officer, chief financial officer and controller. The Code of Business Conduct and Ethics is designed to affirm our high standards of business conduct and to emphasize the importance of integrity and honesty in the conduct of our business. We believe that the ethical foundations outlined in our corporate governance principles and the code are critical to our ongoing success.

Each of Messrs. Atela, Devening, Fernandes and Harris qualifies as an independent director pursuant to the listing requirements of The NASDAQ Stock Market. Additionally, all of the directors serving on the audit, compensation and nominating and corporate governance committees of our board of directors are independent. With limited exception, the listing requirements of The NASDAQ Stock Market require that the majority of our board of directors consist of persons qualified as "independent" under such listing requirements.

Our board of directors has established an audit committee, compensation committee and nominating and corporate governance committee.

The audit committee of our board of directors is responsible for overseeing management and our independent auditor, financial reporting practices, internal controls, risk management and legal and ethical compliance. As of the date of this prospectus, the audit committee consisted of R. Randolph Devening, Felipe F. Atela and Gary J. Fernandes. Mr. Devening is the chair of our audit committee. The principal duties of the audit committee are:

No member of the audit committee is, or ever was, an officer or employee of the Company. All of the audit committee members are independent directors.

The compensation committee supports our board of directors by overseeing management and director compensation policies and practices. As of the date of this prospectus, our compensation committee consisted of Gary J. Fernandes, John R. Harris and Felipe F. Atela. Gary J. Fernandes is the chairman of the compensation committee. The principal duties of the compensation committee are:

No member of the compensation committee is, or ever was, an officer or employee of the Company. All of the compensation committee members are independent directors.

The nominating and corporate governance committee assists our board of directors in determining individuals qualified to serve as directors and overseeing, implementing and reviewing the overall corporate governance of the Company. As of the date of this prospectus, our nominating and corporate governance committee consisted of: John R. Harris and R. Randolph Devening. Mr. Harris is the chairman of the nominating and corporate governance committee. The principal duties of the nominating and corporate governance committee are:

No member of the nominating and corporate governance committees is, or ever was, an officer or employee of the Company. All of the nominating and corporate governance committee members are independent directors.

None of our executive officers has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our board of directors.

We maintain directors' and officers' liability insurance. Our certificate of incorporation and bylaws include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. See "Description of Capital Stock—Liability and Indemnification of Officers and Directors" for further information.

The following compensation discussion and analysis contains statements regarding future individual and Company performance measures, targets and other goals. These goals are disclosed in the limited context of our executive compensation program and should not be understood to be statements of management's expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

The compensation committee of our board of directors is responsible for establishing, implementing, and monitoring adherence to our compensation philosophy. The compensation committee seeks to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. Management has primary responsibility for our financial statements and reporting process, including disclosure of executive compensation. Throughout this discussion, the individuals listed in the Summary Compensation Table on page 65 are referred to as the "named executive officers."

The executive compensation program is designed to attract, motivate, reward and retain the executive officers needed to achieve our business objectives, to increase profitability and to provide value to the stockholders. The program has been structured and implemented to provide competitive compensation opportunities and various incentive awards based on Company and individual performance. Future monetary growth is dependent upon the Company's performance as well as the individual executive's performance against pre-established objectives and the achievement of goals. The executive compensation program is composed of three principal components:

Each of our named executive officers is party to an employment agreement that sets each such executive's annual salary and annual target incentive bonus level, in either case, subject to annual review and discretionary increase by our compensation committee to reflect changes in job responsibility or to reward individual performance. The table below presents the 2007 base salary level

and target annual incentive bonus level (expressed as a percentage of base salary) for each of our named executive officers:

Executive Officer	2007 Base Salary		2007 Target Bonus Percentage
J. Coley Clark President, Chief Executive Officer and Chairman of the Board of Directors	$	475,000	100	%
Jeffrey D. Cushman Senior Vice President and Chief Financial Officer	$	328,846	100	%
Michael D. Fallin Senior Vice President, Corporate Marketing and President, Americas and Emerging Markets	$	325,000	100	%
Brendan P. Keegan Senior Vice President, Strategy and Business Development and President, ITSM	$	325,000	100	%
Michael D. Peplow Senior Vice President and President, EMEA	$	283,947	100	%

In setting executive compensation, the compensation committee considers the aggregate amount of compensation payable to an executive officer and the form of the compensation. The compensation committee seeks to achieve an appropriate balance between immediate cash rewards for the achievement of Company and personal objectives and equity awards and other long-term incentives designed to align the interests of executive officers with those of stockholders. The level of incentive compensation typically corresponds to an executive officer's responsibilities within the Company, with the level of incentive compensation for more senior executive officers being a greater percentage of total compensation than for less senior executive officers.

The base salary for each executive officer is determined at levels considered appropriate for comparable positions at similar companies.

To reinforce the attainment of our goals, the compensation committee believes that a substantial portion of the annual compensation of each executive officer should be in the form of variable incentive pay. We maintain annual profit share plans under which the executive officers may earn an award based on a target percentage of their base compensation, if we meet the minimum threshold EBITDA profit objective (earnings before interest, taxes, depreciation and amortization) and the minimum threshold revenue growth objectives set by the compensation committee at the beginning of the fiscal year. The achievement of the objective will determine the payout under the plan, after the threshold is met. The payout to each executive is calculated by multiplying a targeted payout for that executive, which is expressed as a percentage of the executive officer's base salary, by the level of achievement of a combination of the EBITDA and revenue growth objectives of the Company. The target payout for each named executive officer is 100% of base salary.

For purposes of determining the profit sharing target percentage under our annual profit share plan, the compensation committee selects internal EBITDA and revenue growth target levels that it believes are achievable while also indicative of strong Company-wide or, as the case may be,

segment-specific performance. While we believe our target levels are reasonably attainable, they are necessarily based on certain assumptions as to variables beyond the Company's control.

The compensation committee and board of directors review performance against the objectives set forth in the plan annually and approve awards consistent with the plan. Based on 2006 actual financial results compared to the pre-established objectives, the plan targets of combined EBITDA and revenue growth were met, and therefore, bonus awards were made to the CEO and other executives under the 2006 Profit Share Plan.

In connection with our private equity placement, we adopted the BancTec, Inc. 2007 Equity Incentive Plan which governs the terms of equity awards granted by us. The 2007 Equity Incentive Plan is intended to increase stockholder value through alignment of executive pay with our corporate strategic goals and to support alignment between executive actions and our long-term strategic plan. Under the 2007 Equity Incentive Plan, equity awards will be granted based on an individual's level of responsibility within his or her area, such individual's executive development potential and competitive market norms. Additionally, the Plan will provide us a means of directly aligning our executives' financial reward opportunities to our stockholders' return on investment.

Administration. The 2007 Equity Incentive Plan is administered by our compensation committee. Among the committee's powers are to determine the form, amount and other terms and conditions of awards, establish such rules as it deems necessary or desirable for the proper administration of the 2007 Equity Incentive Plan and to take such action in connection with the 2007 Equity Incentive Plan and any awards granted thereunder as it deems necessary.

Shares Available. The 2007 Equity Incentive Plan makes available an aggregate of 3,756,000 shares of our common stock, subject to adjustments. In the event that any outstanding award expires, is forfeited, cancelled or otherwise terminated without consideration, the shares of our common stock allocable to such award, including the unexercised portion of such award, shall again be available for the purposes of the 2007 Equity Incentive Plan. If any award is exercised by tendering shares of our common stock to us, either as full or partial payment, in connection with the exercise of such award under this 2007 Equity Incentive Plan or to satisfy our withholding obligation with respect to an award, only the number of shares of our common stock issued net of the shares of our common stock tendered will be deemed delivered for purposes of determining the maximum number of shares of our common stock then available for delivery under the 2007 Equity Incentive Plan.

Eligibility for Participation. Employees and directors of, and consultants to, us or any of our subsidiaries are eligible to participate in the 2007 Equity Incentive Plan. The selection of participants is within the sole discretion of the compensation committee.

Types of Awards. The 2007 Equity Incentive Plan provides for the grant of stock options, including incentive stock options and non-qualified stock options, stock appreciation rights, shares of restricted stock and other stock-based awards. The committee determines, with regard to each type of award, the terms and conditions of the award, including the number of shares subject to the award, the vesting terms of the award, and the purchase price for each award. Awards may be made in assumption of or in substitution for outstanding awards previously granted by us or our affiliates, or a company acquired by us or with which we combine.

Award Agreement. Awards granted under the 2007 Equity Incentive Plan are evidenced by award agreements (which need not be identical) that provide additional terms, conditions restrictions and/or limitations covering the grant of the award as determined by the compensation committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of the 2007

Equity Incentive Plan and any such agreement, the provisions of the 2007 Equity Incentive Plan shall prevail.

Options. An option granted under the 2007 Equity Incentive Plan enables the holder to purchase a number of shares of our common stock on set terms. Options shall be designated as either incentive stock options or nonqualified stock options, provided that options granted to directors and consultants shall be nonqualified stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. Each option will be subject to such terms and conditions, including exercise price, vesting and conditions and timing of exercise, consistent with the 2007 Equity Incentive Plan and as the compensation committee may impose from time to time.

Stock Appreciation Rights. The 2007 Equity Incentive Plan provides for the grant of stock appreciation rights to participants, including a grant of stock appreciation rights in tandem with any option at the same time such option is granted. Stock appreciation rights shall be evidenced by award agreements that shall conform to the requirements of the 2007 Equity Incentive Plan and may contain such other provisions, as the compensation committee shall deem advisable. Subject to the terms of the 2007 Equity Incentive Plan and any applicable award agreement, a stock appreciation right granted under the 2007 Equity Incentive Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (a) the fair market value of a specified number of shares on the date of exercise over (b) the grant price of the right as specified by the compensation committee on the date of the grant. Such payment may be in the form of cash, shares, other property or any combination thereof, as the compensation committee shall determine in its sole discretion.

Restricted Stock. The compensation committee may grant awards of restricted stock. Restricted stock awards may be subject to such terms and conditions, including vesting and forfeiture, as the compensation committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of such shares of our common stock and our right to reacquire such shares for no consideration upon termination of the participant's service with us within specified periods of time.

Other Stock-Based Awards. The compensation committee may also grant awards of shares of our common stock and awards that are valued, in whole or in part, by reference to, or are otherwise based on the fair market value of, shares of our common stock. These other stock-based awards will be in a form and subject to conditions determined by the compensation committee. The compensation committee determines to whom and when other stock-based awards are made, the number of shares of our common stock awarded under (or otherwise related to) such other stock-based awards, whether such other stock-based awards are settled in cash, shares of our common stock or a combination of cash and such shares, and all other terms and conditions of such awards.

Performance-Based Awards. Certain other stock-based awards granted may be granted in a manner which is intended to be deductible by us under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). A participant's performance-based award is determined based on the attainment of written performance goals approved by the compensation committee for an established performance period. The performance goals, which must be objective, may be based upon various business performance criteria. The criteria may relate to the company, an individual, any of our subsidiaries or one or more of our divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof. The amount of the performance-based award actually paid to a given participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the compensation committee, but such award may not be adjusted upward.

Rights as a Stockholder. Except as otherwise provided in the 2007 Equity Incentive Plan or in the applicable award agreement, a participant shall have none of the rights of a stockholder with respect to shares covered by any award until the participant becomes the record holder of such shares.

Transferability. Unless otherwise determined by the compensation committee, awards are not transferable other than by beneficiary designation, will or the laws of descent and distribution.

Adjustment of Awards. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, dividend in kind, or other like change in capital structure (other than normal cash dividends) or similar corporate event or transaction, the compensation committee will determine whether and to what extent it should substitute or adjust, as applicable, the number and kind of shares of stock that may be issued under the 2007 Equity Incentive Plan or under particular form and conditions of such awards.

In the event we are a party to a merger or consolidation or similar transaction (including a change of control), the compensation committee is authorized (but not obligated) to make adjustments in the terms and conditions of outstanding awards, including, without limitation (i) continuation or assumption of such outstanding awards under the 2007 Equity Incentive Plan by the surviving company or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms for such outstanding awards; (iii) accelerated exercisability, vesting and/or lapse of restrictions under all then outstanding awards immediately prior to the occurrence of such event; (iv) upon written notice, provide that any outstanding awards must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the compensation committee, and at the end of such period, such awards shall terminate to the extent not so exercised within the relevant period; and (v) cancellation of all or any portion of outstanding awards for fair value (as determined in the sole discretion of the compensation committee and which may be zero).

Amendment and Termination. The compensation committee has the right to amend, alter, suspend, discontinue or terminate the 2007 Equity Incentive Plan, or any portion thereof, or any award, at any time, provided that no such amendment may adversely affect in any material respect any participant's rights under any award grant previously made or granted under the 2007 Equity Incentive Plan without the participant's consent. Also, no such amendment of the 2007 Equity Incentive Plan may be made without approval of our stockholders if the approval is necessary to comply with any tax or regulatory requirement applicable to the 2007 Equity Incentive Plan.

Compliance with Code Section 409A. In the event that the compensation committee determines that the 2007 Equity Incentive Plan and/or awards are subject to Code Section 409A, the compensation committee may, in its sole discretion and without a participant's prior consent, amend the 2007 Equity Incentive Plan and /or awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (a) exempt the 2007 Equity Incentive Plan and /or any award from the application of Code Section 409A, (b) preserve the intended tax treatment of any such award, and (c) comply with the requirements of Code Section 409A, including any regulations or other interpretive guidance that may be issued after the grant of any award. However, neither the Company nor the compensation committee is obligated to ensure that awards comply with Code Section 409A or to take any actions to ensure such compliance.

In order to attract and retain employees and provide support in the event of illness or injury, we offer all employees, including the executives, medical and dental coverage, disability insurance, and life insurance. All executives are entitled to participate in these plans.

We do not have a defined benefit plan for executives or employees in the U.S., but instead encourage saving for retirement through the 401(k) Retirement Saving Plan, to which we make matching contributions. Employees may contribute up to 25% of their annual salary, including bonuses, into the plan (subject to IRS limits), and we will match 10% of the first 5% of the employee's qualifying total pre-tax contributions. All employee contributions and any matching Company contributions are fully vested upon contribution.

We have entered into employment agreements, which supersede any prior employment arrangements, with each of our named executive officers providing for severance benefits upon a termination of the officer's employment without cause or for good reason. See the "Employment Agreements" section below for a description of these employment agreements.

When J. Coley Clark became our Chief Executive Officer in September 2004, the compensation committee designed a compensation plan which was consistent with that provided to our other executive officers. Although a significant portion of Mr. Clark's potential future compensation consists of bonus plan payments based on Company performance, the compensation committee did not rely entirely on predetermined formulas or a limited set of criteria when it determined the compensation of our Chief Executive Officer. The compensation committee designed a compensation package for Mr. Clark that provided a competitive salary with the potential of significant bonus plan compensation in the event we performed well under his leadership.

The table below summarizes the compensation paid to the persons serving as our Chief Executive Officer, Chief Financial Officer and each of the other three most highly compensated individuals serving as executive officers at the end of our last fiscal year.

Name and Principal Position	Year	Salary ($)			Option Awards ($)(1)		Non-equity Incentive Compensation Plan ($)(2)			All Other Compensation ($)(4)	Total ($)
J. Coley Clark President and Chief Executive Officer	2006 2005 2004	$	450,000 450,000 128,077	$	0 0 0		$	0 0 315,000	$	545,000 107,000 0	$	0 0 0	$	0 0 0	$	995,000 557,000 443,077
Jeffrey D. Cushman Senior Vice President and Chief Financial Officer	2006 2005 2004	$	303,846 272,116 26,154	$	0 0 20,000		$	37,400 31,000 0	$	353,846 156,173 0	$	0 0 0	$	1,500 0 0	$	696,592 459,289 46,154
Michael D. Fallin Senior Vice President, Corporate Marketing and President, Americas and Emerging Markets	2006 2005 2004	$	299,039 185,096 0	$	50,000 25,000 0	(5)	$	0 64,000 0	$	324,039 80,980 0	$	0 0 0	$	1,500 0 0	$	674,578 355,076 0
Brendan P. Keegan Senior Vice President, Strategy and Business Development and President, ITSM	2006 2005 2004	$	300,000 154,231 0	$	0 25,000 0		$	11,000 48,000 0	$	350,000 100,211 0	$	0 0 0	$	59,757 23,199 0	$	720,757 350,641 0
Michael D. Peplow(6) Senior Vice President, EMEA	2006 2005 2004	$	258,947 246,212 208,148	$	0 0 0		$	33,000 6,400 10,500	$	281,368 201,126 110,620	$	19,965 73,829 32,473	$	25,445 23,564 18,366	$	618,725 551,131 380,107

Name	Savings Plan		Automobile		Commuting Cost		Total
J. Coley Clark	$	—	$	—	$	—	$	—
Jeffrey D. Cushman		1,500		—		—		1,500
Michael D. Fallin		1,500		—		—		1,500
Brendan P. Keegan		—		—		59,757		59,757
Michael D. Peplow		—		25,445		—		25,445

The following table shows awards that were granted during the fiscal year ended December 31, 2006 under non-equity and equity plans, including the 2006 Profit Share Plan and the 2000 Stock Plan, to the executives named in the Summary Compensation Table.

We have entered into employment agreements with each of the following named executive officers: J. Coley Clark, Jeffrey D. Cushman, Michael D. Peplow, Michael D. Fallin and Brendan P. Keegan. For each of these key employees, the employment agreement has an initial term commencing on June 27, 2007 and lasting for 12 months (24 months in the case of Mr. Clark) thereafter, after which time it will be automatically extended for successive one year terms unless we or the officer give at least 60-days prior written notice of intent to cancel the employment agreement. Each employment agreement provides for a base salary, participation in our incentive bonus plan, participation in our benefit plans and programs, discretionary bonuses in connection with our 2007 private equity placement and reimbursement of all reasonable and necessary business out-of-pocket expenses incurred in connection with the officer's performance of his duties under the employment agreement. These employment agreements supersede any prior arrangement between the Company and the executives listed above regarding the terms of such executives' employment with the Company.

The base salaries for 2007 for each of our named executive officers will be as follows: J. Coley Clark—$475,000; Jeffrey D. Cushman—$328,846; Michael D. Peplow—$283,947; Michael D. Fallin—$325,000; and Brendan P. Keegan—$325,000. Each officer is also entitled to various "gross-up"

payments for certain excise taxes he or she may incur in connection with his or her compensation or any severance payments.

Under the employment agreements, the officers are entitled to severance benefits in the event of a resignation for good reason (defined below) or a termination without cause (defined below), including by reason of death or permanent disability, which include (if such resignation or termination is not in connection with a change of control) the continuation of the officer's base salary for a period of 12 months (24 months in the case of Mr. Clark), the officer's annual target incentive bonus for the year in which his or her employment was terminated (two times the annual target incentive bonus in the case of Mr. Clark), immediate vesting of all unvested equity incentive awards (except in the case of death or permanent disability) and welfare benefits for the sooner of a period of 18 months from the date of the officer's termination or such time as the officer is employed by a company offering such benefits (whether or not the officer elects to receive them). In the case of Mr. Clark, he will also receive a pro rata portion of the annual target incentive bonus he would have received if he had remained an employee through the end of the applicable calendar year, to be paid in a lump sum no later than 2¹/2 months following the end of the calendar year to which such bonus relates.

The term "cause" means: (a) a material breach of, or the willful failure or refusal by the officer to perform and discharge duties or obligations the officer has agreed to perform or assume under the employment agreement (other than by reason of permanent disability or death); (b) the officer's failure to follow a lawful directive of the chief executive officer or the board of directors that is within the scope of the officer's duties for a period of ten (10) business days after notice specifying the performance required; (c) any material violation by the officer of a policy contained in the Code of Conduct of the Company or similar publication; (d) drug or alcohol abuse by the officer that materially affects the officer's performance of the officer's duties under the employment agreement; or (e) conviction of, or the entry of a plea of guilty or nolo contendere by the officer for, any felony or other crime involving moral turpitude. In addition, any failure by the Company to renew the term of an officer's employment agreement will constitute a termination by the Company without cause.

The term "good reason" means: without the officer's express written consent, (a) a reduction in the officer's base salary or annual target incentive bonus percentage to less than 100% of base salary; (b) any change in the position, duties, responsibilities (including reporting responsibilities) or status of the officer that is adverse to the officer in any material respect with the officer's position, duties, responsibilities or status as of the effective date of the employment agreement; (c) a requirement by the Company that the officer be based in an office that is located more than 50 miles from the officer's principal place of employment as of the effective date of the employment agreement; or (d) any material failure on the part of the Company to comply with and satisfy the terms of the employment agreement.

The employment agreements provide for certain change of control benefits. For a description of the events that trigger these change of control benefits, see "Compensation Disclosure and Analysis—Employment Agreements, Severance Benefits and Change in Control Provisions". The officers are entitled to severance benefits which include, in lieu of their regular severance benefits, in the event of a resignation for good reason or a termination without cause at the request of any third party participating in or causing a change of control or at any time within twelve months after a change of control (i) continuation of the officer's base salary for a period of 12 months (24 months in the case of Mr. Clark), (ii) a pro rata portion of the annual target incentive bonus the officer would have received if he or she had remained an employee of the Company through the end of the applicable calendar year, to be paid in a lump sum no later than 2¹/2 months following the end of the calendar year to which such bonus relates, (iii) one times (two times in the case of Mr. Clark) the officer's annual target incentive bonus for the year in which his or her employment was terminated, (iv) immediate vesting of outstanding unvested equity incentive awards (except in the case of death or permanent disability) and (v) welfare benefits for the sooner of a period of 18 months from the date of the officer's termination

or such time as the officer is employed by a company offering such benefits (whether or not the officer elects to receive them).

Each employment agreement contains a provision prohibiting the solicitation of our customers and employees which remains in effect for a period of one year following the termination of the officer's employment agreement. Additionally, the employment agreements include standard confidentiality and intellectual property ownership provisions.

The following table provides information regarding options or warrants authorized for issuance under our 2000 Stock Plan as of December 31, 2006. The following table excludes options to purchase 3,285,000 option shares and 466,000 shares of restricted stock granted to management and certain employees pursuant to our 2007 Equity Incentive Plan:

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option exercise price ($)		Option expiration date
J. Coley Clark	700,000	350,000	$	2.25		9-14-2014
Jeffrey D. Cushman	25,000 — —	75,000 60,000 25,000	$ $ $	2.25 2.25 2.25		1-1-2015 1-1-2016 11-16-2016
Michael D. Fallin	50,000	150,000	$	2.25		4-30-2015
Brendan P. Keegan	37,500 —	112,500 25,000	$ $	2.25 2.25		6-6-2015 11-16-2016
Michael D. Peplow	15,000 17,500 5,000 — —	10,000 17,500 15,000 50,000 25,000	$ $ $ $ $	2.25 2.25 2.25 2.25 2.25		3-31-2010 3-31-2014 4-30-2015 1-1-2016 11-16-2016

Name	Plan Name	Number of years credited service (#)	Present value of accumulated benefit ($)(1)
J. Coley Clark	N/A	—	$	—	$	—
Jeffrey D. Cushman	N/A	—		—		—
Michael D. Fallin	N/A	—		—		—
Brendan P. Keegan	N/A	—		—		—
Michael D. Peplow	BancTec Limited Pension Scheme	9	$	236,629		—

We have entered into employment agreements with each of our named executive officers which entitle them to certain severance benefits in the event of a resignation for good reason or a termination without cause at the request of any third party participating in or causing a change of control or at any time within 12 months after a change of control. The officers are entitled to severance benefits which include, (i) continuation of the officer's base salary for a period of 12 months (24 months in the case of Mr. Clark), (ii) a pro rata portion of the annual target incentive bonus the officer would have received if he had remained an employee of the Company through the end of the applicable calendar year, to be paid in a lump sum no later than 2¹/2 months following the end of the calendar year to which such bonus relates, (iii) one times (two times in the case of Mr. Clark) the officer's annual target incentive bonus for the year in which his or her employment was terminated and (iv) welfare benefits for the sooner of a period of 18 months from the date of the officer's termination or such time as the officer is employed by a company offering such benefits (whether or not the officer elects to receive them).

For purposes of the employment agreements, "change in control" means the occurrence of any of the following events:

We believe our severance benefits due to these termination events provides the named executive officers a reasonable package based on the value the officers have created that is ultimately realized by our stockholders. We believe that termination and change in control protection allows management to focus their attention on our business without worrying about a change in control.

The table below shows the amounts that would have been payable under the employment agreements entered into with our named executive officers if (i) these employment agreements had been in effect on March 31, 2007 and (ii) certain events of termination and/or a change in control in the Company had occurred on March 31, 2007:

Name	Benefit	Termination Due to Death or Disability(1)			Change of Control Severance(3)
J. Coley Clark President, Chief Executive Officer and Chairman of the Board of Directors	Salary Bonus Health/Medical(4) Equity Award Vesting Tax Gross-Up	$ $	950,000 1,223,500 — — —	$ $ $ $	950,000 1,223,500 — 1,088,000 76,054	$ $	950,000 1,223,500 — — —
Jeffrey D. Cushman Senior Vice President and Chief Financial Officer	Salary Bonus Health/Medical Equity Award Vesting Tax Gross-Up	$ $ $ $	328,846 328,846 22,318 — 8,026	$ $ $ $ $	328,846 328,846 22,318 480,000 104,026	$ $ $ $	328,846 411,058 22,318 — 8,026
Michael D. Fallin Senior Vice President, Corporate Marketing and President, Americas and Emerging Markets	Salary Bonus Health/Medical Equity Award Vesting Tax Gross-Up	$ $ $ $	325,000 325,000 6,708 — 2,412	$ $ $ $ $	325,000 325,000 6,708 480,000 98,412	$ $ $ $	325,000 406,250 6,708 — 2,412
Brendan P. Keegan Senior Vice President, Strategy and Business Development and President, ITSM	Salary Bonus Health/Medical Equity Award Vesting Tax Gross-Up	$ $ $ $	325,000 325,000 20,880 — 7,509	$ $ $ $ $	325,000 325,000 20,880 480,000 103,509	$ $ $ $	325,000 406,250 20,880 — 7,509
Michael D. Peplow Senior Vice President and President, EMEA	Salary Bonus Health/Medical Equity Award Vesting Tax Gross-Up	$ $ $	283,947 283,947 2,052 — —	$ $ $ $	283,947 283,947 2,052 480,000 —	$ $ $	283,947 354,934 2,052 — —

No directors' fees were paid during our fiscal year ended December 31, 2006. We plan to adopt a director compensation arrangement to compensate each of our non-employee directors for their service on our board, which is currently expected to consist of both a cash retainer and an equity award, together with additional cash payments to be made for committee service and meeting attendance.

The following table sets forth certain information as of July 31, 2007 regarding the ownership of common stock of: (1) 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 (based solely on the purchaser's letters of subscription agreements completed by the purchasers of common stock in our June 2007 private equity placement); (2) each director of the Company; (3) each executive officer named in the Summary Compensation Table; and (4) all executive officers and directors of the Company as a group. Percentage of ownership is based on 47,041,000 shares of common stock. Included in the Number of Shares Beneficially Owned are shares attributable to stock options, stock warrants, and conversion rights that are exercisable as of, or will be exercisable within 60 days after, July 31, 2007. The percentage ownership levels may be expected to change over time as the result of the issuance of additional shares. As of July 31, 2007, there were 47,041,000 shares of our common stock outstanding, which includes 46,575,000 shares of common stock and 466,000 shares of restricted stock granted to management pursuant to our 2007 Equity Incentive Plan. No shares of preferred stock were outstanding as of July 31, 2007. Unless otherwise indicated, the address of each executive officer and director is c/o BancTec, Inc., 2701 East Grauwyler Road, Irving, Texas, 75061.

WCAS, our former majority stockholder, is the majority stockholder of Headstrong Corp., who in turn owns 100% of Metamor, Inc., a company that provides ERP consulting services. We paid Metamor approximately $8.5 million in fiscal year 2006 as consulting fees for ERP software implementation. This agreement is similar to consulting agreements we enter into from time to time with other providers of consulting services. We believe the terms are no less favorable to us than what are offered by Metamor to other large customers. The board of directors has approved this arrangement.

Following the closing of our private equity placement of common stock in June 2007, we used approximately $113.5 million of the proceeds from such placement to prepay our Sponsor Note held by WCAS, plus accrued interest through June 30, 2007 and used approximately $90.8 million to redeem all of our outstanding capital stock held by WCAS. We paid $10.4 million in interest on the Sponsor Note in 2006.

In connection with this offering by the selling stockholders, we plan to adopt a written Related Person Transaction Policy in order to address the reporting, review and approval or ratification of transactions with related persons. Our Related Person Transaction Policy will provide that our audit committee will primarily review each related party transaction.

The types of transactions to be covered by our Related Person Transaction Policy are those in which both the Company and a related person participate, with such related person having a material, direct interest in the transaction at issue. Examples generally include sales, purchase or other transfers or real or personal property, use of property and equipment by lease or otherwise, services received or furnished and the borrowing and lending of funds.

Our directors, nominees for election as a director and executive officers who intend to enter into a related person transaction will be required under our Related Person Transaction Policy to disclose all material facts with respect to the transaction to our audit committee. If one of our officers or employees intend to enter into any related person transaction, that person will be required to disclose all material facts with respect to the transaction to his or her supervisor, who will report such information to our audit committee.

Our audit committee has authority (i) to determine categories of transactions that are immaterial and not required to be reported to, reviewed by or approved or ratified and (ii) to approve in advance categories of transactions that need not be reported or approved individually but instead will be reported and reviewed collectively on a periodic basis.

If we have a related person transaction that requires audit committee approval in accordance with the policies to be set forth set forth in our Related Person Transaction Policy, we will seek that approval before we enter into the transaction. If we, in error, enter into a related party transaction that requires pre-approval by our audit committee, the transaction will be presented to our audit committee for its review upon discovery of such error and our audit committee will then make a recommendation to our board of directors whether rescission or any modification of the transaction is appropriate.

In determining whether to approve or ratify a related person transaction, our audit committee will consider whether the transaction is in the Company's best interests, by considering the following items, among others:

Our amended and restated certificate of incorporation, which we refer to as our certificate of incorporation, provides for the authority to issue an aggregate of 110,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, par value $0.01 per share and 10,000,000 shares of preferred stock, par value $0.01 per share.

Selected provisions of our organizational documents are summarized below. Copies of our organizational documents will be provided upon request. In addition, you should be aware that the summary below does not give full effect to the terms of the provisions of statutory or common law which may affect your rights as a stockholder.

As of the date of this prospectus, we have a total of 47,041,000 shares of common stock outstanding held by 8 stockholders. The number of shares of common stock outstanding does not include options to purchase 3,285,000 shares granted to management and certain employees pursuant to our 2007 Equity Incentive Plan. Except as set forth in our certificate of incorporation, all holders of shares of common stock shall be entitled to the same rights and privileges.

Each holder of common stock shall be entitled to one vote per share. The holders of common stock and any other class of capital stock which has a right to vote shall elect our directors.

Any dividends declared by our board of directors on our common stock will be payable ratably out of assets legally available therefor after payment of dividends required to be paid on shares of preferred stock, if any.

Upon any liquidation, dissolution or winding up of our business, whether voluntary or involuntary, the holders of common stock, according to the number of shares of common stock then outstanding, shall be entitled to share ratably in all assets available for distribution to stockholders.

Holders of our common stock have no redemption or conversion rights and no preemptive or other rights to subscribe for our securities.

Our board of directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rates, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of that series, which may be superior to those of the common stock, without further vote or action by the stockholders. There are currently no shares of preferred stock outstanding.

The issuance of shares of the preferred stock by our board of directors as described above may adversely affect the rights of the holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights, and may be convertible into shares of common stock.

Our certificate of incorporation contains certain provisions permitted under the Delaware General Corporation Law relating to the liability of directors. These provisions eliminate a director's personal liability for monetary damages resulting from a breach of fiduciary duty, except that a director will be personally liable under the Delaware General Corporation Law:

These provisions do not limit or eliminate our rights or those of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director's fiduciary duty. These provisions will not alter a director's liability under federal securities laws.

Our certificate of incorporation and bylaws also provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law and also provide that we must advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to very limited exceptions. We may also indemnify employees and others and advance expenses to them in connection with legal proceedings.

We have obtained directors' and officers' liability insurance to provide our directors and officers with insurance coverage for losses arising from claims based on any breaches of duty, negligence, or other wrongful acts, including violations of securities laws, unless such a violation is based on any deliberate fraudulent act or omission or any willful violation of any statute or regulation.

We have entered into separate indemnification agreements with our directors and officers that provide them with indemnification rights. These indemnification agreements require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers of the Company if they acted in good faith and in a manner they reasonably believed in the best interest of the Company. Exceptions to our duty to indemnify the officers and directors include, among others, liability arising from acts or omissions (i) in the event of claims initiated or voluntarily brought by the officer or director, not by way of defense; (ii) regarding enforcement of the indemnification agreement, if not taken in good faith; (iii) resulting in claims which have been paid or are required to be paid by an insurance carrier under an insurance policy which we maintain; (iv) related to the purchase and sale by the officer or director of securities in violation of Section 16(b) of the Exchange Act; or (v) from which an officer or director may not be relieved of liability under Section 107(b)(7) of the Delaware General Corporation Law. Additionally, we have agreed to indemnify the officers and directors against court determined expenses even if an officer or director is adjudged to be liable to us, if such indemnification is not prohibited by applicable law. Furthermore, our officers or directors are entitled to receive advance amounts for expenses they incur in connection with claims or actions against them unless, except in certain situations, the expenses incurred are in connection with a criminal proceeding alleging a scheme to commit fraud; provided,

however, that any amounts advanced must be repaid if it is determined that the officers or directors are not entitled to indemnification against expenses.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or officers pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

These provisions may have the practical effect in certain cases of eliminating the ability of our stockholders to collect monetary damages from our directors and officers. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

Anti-Takeover Effects of Provisions of Delaware Law, Our Certificate of Incorporation and Bylaws

Our certificate of incorporation, bylaws and the Delaware General Corporation Law contain certain provisions that could discourage potential takeover attempts and make it more difficult for our stockholders to change management or receive a premium for their shares.

We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, this section prevents certain Delaware companies under certain circumstances from engaging in a "business combination" with (a) a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an "interested stockholder"), (b) an affiliate of an interested stockholder, or (c) associate of an interested stockholder, for three years following the date that the stockholder became an "interested stockholder." A "business combination" includes a merger or sale of 10% or more of our assets.

Authorized but unissued shares. The authorized but unissued shares of our common stock and preferred stock are available for future issues without stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings or private placements to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy context, tender offer, merger or otherwise. Undesignated preferred stock may also be used in connection with a stockholder rights plan, although we have no present intention to adopt such a plan.

Staggered Board; Removal of Directors. Our certificate of incorporation and our bylaws divide our board of directors into three classes with staggered three-year terms. In addition, a director may be removed only for cause and only by the affirmative vote of at least a majority of the whole board or the holders of at least 66²/3% of the voting power of our outstanding common stock. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. The classification of our board of directors and the limitations on the removal of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of the Company.

No cumulative voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors or any other matter brought to a vote of our stockholders unless our certificate of incorporation provides otherwise. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure

the election of one or more directors. Our certificate of incorporation does not provide for cumulative voting.

Advance Notice Requirements for Stockholder Proposals. Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities.

Stockholder Action by Written Consent; Special Meetings. Our certificate of incorporation provides that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.

Amendment of Certificate of Incorporation and Bylaws. The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless a corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our certificate of incorporation and bylaws require super-majority (66²/3%) voting to effect amendments to the board classification, board size and prohibition on cumulative voting provisions contained in our certificate of incorporation or bylaws.

Our transfer agent and registrar for our common stock is American Stock Transfer and Trust Company.

Prior to the date of this prospectus, there has been no public market for our common stock. The sale of a substantial amount of our common stock in the public market or the perception that such sales may occur could adversely affect the prevailing market price of our common stock. Furthermore, because substantially all of our shares of common stock are registered for resale by our selling stockholders under this prospectus, the sale of a substantial amount of common stock in the public market in the future by these selling stockholders could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

We have 47,041,000 shares of common stock outstanding, as of July 31, 2007. Of those shares, all 46,575,000 shares of our common stock sold under this prospectus will be freely tradable without restriction or further registration under the Securities Act, unless the shares are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act. Any shares purchased by an affiliate may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement. The shares of common stock held by our employees are "restricted securities" as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the public market by our employees only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 144(k) under the Securities Act. These rules are summarized below.

In general, under Rule 144 as currently in effect, if we have been a public reporting company under Section 12 of the Exchange Act for at least 90 days, a person (or persons whose shares are aggregated), including an affiliate, who has beneficially owned shares of our common stock for at least one year, including the holding period of any prior owner other than an affiliate, and who files a Form 144 with respect to such sale, will be entitled to sell within any three-month period a number of shares of common stock that does not exceed the greater of:

Sales under Rule 144 are also subject to restrictions relating to the manner of sale, notice requirements and the availability of current public information about us.

A person (or persons whose shares are aggregated) who is not deemed to have been our affiliate at any time during the 90 days immediately preceding a sale and who has beneficially owned his or her shares for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell these shares of our common stock pursuant to Rule 144(k) without regard to the volume limitations, manner of sale provisions, public information or notice requirements of Rule 144. Affiliates must always sell pursuant to Rule 144, even after the applicable holding periods have been satisfied.

We intend to file registration statements on Form S-8 under the Securities Act to register approximately 3,756,000 shares of common stock issuable under our 2007 Equity Incentive Plan. As of July 15, 2007, we have issued 3,285,000 options to purchase our common stock and 466,000 shares of

our restricted stock to our employees and named executive officers. This registration statement is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Shares issued upon the exercise of stock options or restricted stock after the effective date of the Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates. Under Rule 701 under the Securities Act, as currently in effect, each of our employees, officers, directors, and consultants who purchased or received shares pursuant to a written compensatory plan or contract is eligible to resell these shares 90 days after the effective date of this prospectus in reliance upon Rule 144, but without compliance with specific restrictions. Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation, or notice provisions of Rule 144.

In connection with our private equity placement, effective June 27, 2007 (the "Private Placement Effective Date"), we have agreed that for a period beginning on the date of this prospectus and ending on the date that is 60 days after the date our resale registration statement is declared effective, except as otherwise provided below, we will not, without the prior written consent of Friedman, Billings, Ramsey & Co., Inc., or FBR:

The prior sentence will not apply to: (a) the registration and sale of shares of our common stock under the registration rights agreement; (b) any shares of our common stock issued by us upon the exercise of an option outstanding on the date of this prospectus and referred to in this prospectus; (c) such issuances of options under our stock option and incentive plans described in this prospectus; or (d) the issuance of shares of our common stock in connection with acquisitions or other business combinations, provided that the recipients of any such shares issued in accordance with this clause are bound by the foregoing restrictions.

For a period beginning on the Private Placement Effective Date and ending on the date that is 180 days after the date the resale registration statement is declared effective, except as otherwise provided below, our executive officers and certain of our directors have agreed, without the prior written consent of FBR, not to:

Notwithstanding the prior sentence, subject to applicable securities laws and the restrictions contained in our charter, such executive officers and directors may transfer our securities: (a) pursuant to the exercise and issuance of options; (b) as a bona fide gift or gifts, provided that the donees agree to be bound by the same restrictions; (c) to any trust for the direct or indirect benefit of the stockholder or the immediate family of the stockholder, provided that the trustee agrees to be bound by the same restrictions; (d) as a distribution to its beneficial owners, provided that such beneficial owners agree to be bound by the same restrictions; (e) as collateral for any bona fide loan, provided that the lender agrees to be bound by the same restrictions; (f) with respect to sales of securities acquired in the open market.

In addition, upon an initial public offering by us, the holders of our common stock that are beneficiaries of the registration rights agreement described below and who elect to include their shares of our common stock in the initial public offering will not be able to sell any remaining shares not included in the initial public offering during such periods as reasonably requested by the underwriters (but in no event for a period longer than 30 days prior to and 180 days following the effective date of the registration statement filed in connection with the initial public offering). The holders of our common stock that are beneficiaries of the registration rights agreement but who elect not to include their shares of our common stock in the initial public offering will not be able to sell their shares for a period of up to 60 days following the effective date of the registration statement filed in connection with the initial public offering.

In connection with our June 2007 private equity placement, we entered into a registration rights agreement with FBR, the initial purchaser and sole placement agent.

Pursuant to the registration rights agreement, we agreed, at our expense, to use our reasonable best efforts to file with the SEC no later than August 13, 2007, a shelf registration statement registering for resale the shares of our common stock sold in the private equity placement, plus any additional shares of common stock issued in respect thereof whether by stock dividend, stock split or otherwise.

Under the registration rights agreement, to the extent we chose to file a registration statement for an initial public offering of our common stock, all holders of our common stock sold in the private equity placement and each of their respective direct and indirect transferees may elect to participate in the registration in order to resell their shares, subject to compliance with the registration rights agreement, cutback rights on the part of the underwriters and other conditions and limitations which may be imposed by the underwriters.

Under the registration rights agreement, the holders of our common stock that are beneficiaries of the registration rights agreement and who elect to include their shares of our common stock for resale in this offering will not be able to sell any shares of our common stock not included in this offering during such periods as reasonably requested by the underwriters (but in no event for a period longer than 30 days prior to and 180 days following the effective date of the registration statement (of which this prospectus is a part)). Except as to shares included for resale in this offering, the holders of our common stock that are beneficiaries under the registration rights agreement may not directly or indirectly sell, offer to sell, grant any option or otherwise dispose of any shares of our common stock (or securities convertible into such shares) for a period of up to 60 days following the effective date of the registration statement (of which this prospectus is a part).

The preceding summary of certain provisions of the registration rights agreement is not intended to be complete, and is subject to, and qualified in its entirety by reference to all of the provisions of such registration rights agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF TAX ISSUES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER U.S. FEDERAL, STATE OR LOCAL TAX LAWS; (B) SUCH DISCUSSION IS INCLUDED HEREIN IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The following is a summary of certain material U.S. federal income and estate tax considerations relating to the purchase, ownership and disposition of our common stock by persons that are non-U.S. holders (as defined below), but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the Code and regulations, rulings, and decisions thereunder now in effect, all of which are subject to change or differing interpretations, possibly on a retroactive basis. This summary deals only with non-U.S. holders that will hold our common stock as "capital assets" (generally, property held for investment) and does not address tax considerations applicable to investors that may be subject to special tax rules. If a partnership holds the common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holding our common stock, you should consult your tax advisor. Moreover, this summary does not discuss alternative minimum tax consequences, if any, or any state, local or foreign tax consequences to holders of the common stock. INVESTORS CONSIDERING THE PURCHASE OF COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME AND ESTATE TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

As used in this discussion, a "non-U.S. holder" is a beneficial owner of common stock that for U.S. federal income tax purposes is a:

A "non-U.S. holder" does not include an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and is not otherwise a resident of the U.S. for U.S. federal income tax purposes. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the ownership, sale, exchange or other disposition of common stock.

We do not expect to declare or pay any dividends on our common stock in the foreseeable future. However, if we do pay a dividend, any dividend paid to a non-U.S. holder of common stock ordinarily will be subject to withholding of U.S. federal income tax at a rate of 30% or such lower rate as may be specified under an applicable income tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide us with an Internal Revenue Service ("IRS") Form W-8BEN or other appropriate version of Form W-8 certifying eligibility for the reduced rate.

Dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the U.S. (and, where a tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.) generally will be exempt from the withholding tax described above and instead will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. person as described under the Code. In order to obtain this exemption from withholding tax, a non-U.S. holder must provide us with an IRS Form W-8ECI properly certifying eligibility for such exemption. Dividends received by a corporate non-U.S. holder that are effectively connected with a trade or business conducted by such corporate non-U.S. holder in the U.S. may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on a disposition of our common stock, unless (a) the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S. (and, in the case of an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.), in which case the non-U.S. holder will be subject to U.S. federal income tax on any gain realized upon the disposition on a net income basis, in the same manner as if the non-U.S. holder were a U.S. person as described under the Code (furthermore, the branch profits tax discussed above also may apply if the non-U.S. holder is a corporation) or (b) we are or have been a U.S. real property holding corporation for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition and the non-U.S. holder's holding period discussed below.

We do not believe that we are or have been a U.S. real property holding corporation and we do not anticipate becoming a U.S. real property holding corporation. If we have been in the past or were to become a U.S. real property holding corporation at any time during the relevant period, then, provided that our common stock is considered to be "regularly traded on an established securities market," within the meaning of Section 897 of the Code and the applicable Treasury Regulations, at any time during the calendar year in which the sale or other disposition occurs, and the non-U.S. holder does not actually or constructively own, at any time during the five-year period ending on the date of the sale or other disposition, more than 5% of our common stock, gains realized upon a disposition of shares of our common stock generally would not be subject to U.S. federal income tax pursuant to clause (b) above. Our common stock will be treated as regularly traded on an established securities market during any period in which it is listed on a registered national securities exchange or any over-the-counter market and certain minimum trading volume requirements are met. If we are, or have been during the relevant period, a U.S. real property holding corporation, and our common stock is not considered to be "regularly traded on an established securities market," a non-U.S. holder will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. person as described under the Code and will be subject to withholding on the amount realized from a sale or disposition of our common stock at a 10% rate. Non-U.S. holders should consult their own tax advisors with respect to the application of the foregoing rules to their ownership and disposition of common stock.

Common stock owned or treated as being owned by an individual who is not a citizen or resident (as defined for U.S. federal estate tax purposes) of the U.S. at the time of death will be included in such holder's gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

Information returns will be filed with the Internal Revenue Service in connection with payments of dividends and the proceeds from a sale or other disposition of common stock. You may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid information reporting and backup withholding tax requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid the backup withholding tax as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the Internal Revenue Service.

This prospectus covers shares sold in our private placement of common stock on June 27, 2007. Some of the shares sold in the private equity placement were sold directly to "accredited investors" as defined by Rule 501(a) under the Securities Act pursuant to an exemption from registration provided in Regulation D, Rule 506 under Section 4(2) of the Securities Act. In addition, we sold shares to FBR, who acted as initial purchaser and sole placement agent in the offering. FBR sold the shares it purchased from us in transactions exempt from the registration requirements of the Securities Act to persons that it reasonably believed were "qualified institutional buyers," as defined by Rule 144A under the Securities Act or to non-U.S. persons pursuant to Regulation S under the Securities Act.

Except as noted below, to our knowledge, none of the selling stockholders has, or has had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than their ownership of shares described below.

The following table sets forth information about the number of shares owned by each selling stockholder that may be offered from time to time under this prospectus. Certain selling stockholders may be deemed to be "underwriters" as defined in the Securities Act. Any profits realized by the selling stockholder may be deemed to be underwriting commissions.

The table below has been prepared based upon the information furnished to us by the selling stockholders as of , 2007. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will supplement this prospectus accordingly.

We do not know when or in what amounts the selling stockholders will offer shares for sale. The selling stockholders may choose not to sell any or all of the shares offered by this prospectus. We cannot estimate the number of shares that will be sold in the offering or held by the selling stockholders after completion of the offering. For purposes of this table, however, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholders.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, the stockholder named in the table has sole voting and investment power with respect to its shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the stockholder named below. The percent beneficially owned prior to and after the offering is based on the 47,041,000 shares outstanding as of July 31, 2007.

We intend to apply to have our common stock approved for listing on The NASDAQ Market under the symbol " ". The selling stockholders may, from time to time, sell any or all of their respective shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders will act independently of us in making decisions regarding the timing, manner and size of each sale. The selling stockholders may use any one or more of the following methods when selling shares:

The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as a principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholders. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment or supplement to this prospectus under Rule 424(b), if required, or under other applicable provisions of the Securities Act and the rules and regulations promulgated thereunder, amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, donees, or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this

prospectus after we have filed an amendment or supplement to this prospectus under Rule 424(b), if required, or under other applicable provisions of the Securities Act and the rules and regulations promulgated thereunder, amending the list of selling stockholders to include the transferee, donee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders, and any broker-dealers or agents that are involved in selling the shares of common stock, may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration and distribution of the shares of common stock, other than underwriting discounts and commissions. We estimate these fees and expenses will be approximately $ .

The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by the selling stockholders. If we are notified by the selling stockholders that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, we will, if required, file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders.

Weil, Gotshal & Manges LLP will pass upon the validity of the shares of our common stock offered under this prospectus.

The consolidated financial statements as of December 31, 2006 and 2005, and for each of the two years then ended, included in this prospectus and the related financial statement schedule included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, and included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements and financial statement schedule of the Company for the year ended 2004, included in this prospectus have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report appearing herein.

We have audited the accompanying consolidated balance sheets of BancTec, Inc. and subsidiaries (the "Company") as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders' deficit, comprehensive income (loss), and cash flows for the years then ended. Our audit also included the financial statement schedule with respect to 2006 and 2005. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of BancTec, Inc. and subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule with respect to 2006 and 2005, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have audited the accompanying consolidated statements of operations, stockholders' deficit and comprehensive income, and cash flow of BancTec, Inc. and subsidiaries for the year ended December 31, 2004. In connection with our audit of the consolidated financial statements, we have also audited the accompanying Schedule II, Valuation and Qualifying Accounts ("Financial Statement Schedule") as of and for the year ended December 31, 2004. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and the cash flow of BancTec, Inc. and subsidiaries for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule as of and for the year ended December 31, 2004, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

BANCTEC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

BANCTEC, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share data)

BANCTEC, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

BancTec, Inc. ("BancTec" or the "Company"), a Delaware corporation, is a worldwide provider of comprehensive enterprise content management, image capture devices, infrastructure support services and payment processing solutions. The Company helps clients create business efficiencies through innovative technology and services by combining advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment. These solutions are subsequently maintained and supported by the Company's service operations. The Company is also a leading provider of personal computer maintenance services for major computer companies, government and corporate clients. See Note N for further discussion of the Company's business structure.

The consolidated financial statements include the accounts of BancTec, Inc. and its wholly-owned subsidiaries. The Company accounts for investments in which it does not exercise control (generally ownership of 50% or less) under the equity method of accounting. During 2004, the Company sold 100% of its investments accounted for under the equity method. Inter-company accounts and transactions have been eliminated in consolidation.

The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with original maturities of three months or less. Restricted cash at December 31, 2006 and 2005 of $2.5 million and $3.2 million, respectively, represents cash in escrow from a client deposit.

The allowance for doubtful accounts is an estimate prepared by management based on evaluation of the collectibility of specific accounts and the overall condition of the receivable portfolios. The Company analyzes client credits, client concentrations, client credit-worthiness, current economic trends and changes in client payment terms, when evaluating the adequacy of the allowance for doubtful accounts. The allowance for doubtful accounts is reviewed periodically and adjustments are recorded as deemed necessary. During the quarter ended September 30, 2006, the Company updated the percentages used to calculate the allowance for doubtful accounts to reflect improved recent history of collections and client credits. This change in estimate was applied prospectively during the quarter and resulted in an immaterial impact to the Company's financial statements.

Inventories are valued at the lower of cost or market and include the cost of raw materials, labor, factory overhead, and purchased subassemblies. Cost is determined using the first-in, first-out and weighted average methods.

From July 1, 2006 forward, parts purchased to support the repair operations of the ITSM business segment have been classified as inventory rather than field support spare parts ("spare parts"), which are categorized as fixed assets in the accompanying Consolidated Balance Sheets. The Company made the decision to reduce the number of items that were repaired by the Company. Instead these parts are being handled through the parts vendors using an advanced exchange program whereby the part is ordered and used for the repair with the old part sent back to the parts vendor. The Company then receives a credit from the vendor for a percentage of the part cost when the old part is received by them. As a result fewer parts fit the definition of a field support spare part. Parts on hand at June 30, 2006, will continue to be classified as field support spare parts until utilized, at which point they will be retired.

At least quarterly, the Company evaluates the carrying amount of inventory based on the identification of excess and obsolete inventory. The Company's evaluation involves a multi-factor approach incorporating the stratification of inventory by time held and the stratification of inventory by risk category, among other factors. The approach incorporates both recent historical information and management estimates of trends. The Company's approach is intended to take into consideration potential excess and obsolescence caused by a decreasing installed base, engineering changes and end of manufacture. If any of the factors of the Company's estimate were to deteriorate, additional reserves may be required. The inventory reserve calculations are reviewed periodically and additional reserves are recorded as deemed necessary. Inventory reserves as of December 31, 2006 and 2005 were $14.7 million and $12.6 million, respectively.

Property, plant, and equipment are recorded at cost and are depreciated or amortized principally on a straight-line basis over the estimated useful lives of the related assets, as follows:

Depreciation expense is reflected in both cost of sales and selling, general and administrative expense. Depreciation expense for the years ended December 31, 2006, 2005, and 2004 was $12.7 million, $15.7 million, and $15.9 million, respectively.

Property, plant and equipment still under construction are classified on the accompanying Consolidated Balance Sheets as Construction in Process. The increase in Construction in Process during the year ended December 31, 2006 of $12.2 million is primarily a result of the capitalization of costs related to the implementation of new ERP software to be used by the Company. This new software is expected to be placed in service for internal use in the second quarter of 2007.

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net operating cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company's investments in non-marketable equity securities are monitored for impairment and are written down to fair value with a change to earnings if a decline in fair value is judged to be other than temporary.

During the second quarter of 2004, the Company recorded a write down of approximately $1.5 million to reflect the estimated fair value of $2.7 million in its investment in the stock of Servibanca S.A. (43.4% interest), which was accounted for as an equity investment. The sale of this stock, at a net sales price of $2.7 million was completed in August 2004. The impairment charge of $1.5 million is reflected in Sundry, net in the accompanying Consolidated Statements of Operations for the year ended December 31, 2004.

The Company accounts for goodwill in accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". Goodwill is not amortized but rather is tested at least annually for impairment. The impairment test is based on fair value compared to the recorded value at a reporting unit level. Reporting units are defined as an operating segment or one level below. Valuation methods used in determining fair value include an analysis of the cash flows that the reporting units can be expected to generate in the future ("Income Approach") and the fair value of a reporting unit as compared to similar publicly traded companies ("Market Approach"). In preparing these valuations, management utilizes estimates to determine fair value of the reporting units. These estimates include future cash flows, growth rates, capital needs and projected margins, among other factors. Estimates utilized in future calculations could differ from estimates used in the current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill. The Company performs the annual test for impairment as of December 31, each year. No impairment of goodwill has been deemed necessary for 2006 and 2005. Components of the Company's goodwill and other intangibles include amounts that are foreign currency denominated. These amounts are subject to translation at each balance sheet date. The Company records the change to its Accumulated Other Comprehensive Loss on the accompanying consolidated balance sheet.

On November 15, 2005, the Company completed the acquisition of 100% of the common stock of SDS Applications Limited which included goodwill of $0.5 million and other intangibles of $3.0, both of which are foreign currency denominated (See Note D—Acquisitions).

Goodwill previously classified as unallocated has been allocated to the reporting units as required by SFAS No. 142. The following is a summary of goodwill balances as of December 31, 2006 by reporting unit.

		U.S. Operations		SDS Applications, Ltd.		BancTec Canada		Total
				(in thousands)
Balance at January 1, 2006		$	41,236	$	497	$	240	$	41,973
Goodwill impairment			—		—		—		—
Additions in Fiscal 2006			—		79		—		79
Changes due to foreign currency translation			—		69		—		69

	Balance at December 31, 2006	$	41,236	$	645	$	240	$	42,121

Basic earnings per share ("EPS") is based only on the weighted average number of common shares outstanding, excluding any dilutive effect of options or other dilutive securities. Diluted earnings per share is based on the weighted average number of common shares and potentially dilutive common shares (dilutive stock options, warrants, convertible preferred stock and other dilutive securities outstanding during the year).

For the years ended December 31, 2006, 2005 and 2004, basic and diluted EPS are the same amount as the Company was in a loss position and, accordingly, all potentially dilutive securities would be anti-dilutive. Such potentially dilutive securities include the Company's Series B Convertible Preferred Stock, subscription stock warrants and outstanding common stock options.

While the Company has two classes of Common Stock, a single presentation of EPS has been made in the accompanying Consolidated Statements of Operations, reflective of the parity of rights among the two classes.

The Company derives revenue primarily from two sources: (1) equipment and software sales—systems integration solutions which address complex data and paper-intensive work processes, including advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment, and (2) maintenance and other services—consisting primarily of application design, development and maintenance, all aspects of desktop outsourcing, including field engineering, as well as help desk and LAN/WAN network outsourcing.

The Company's revenue recognition policies are in accordance with Statement of Position ("SOP") 97-2, "Software Revenue Recognition," as amended by SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions", "Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," SAB No. 104, "Revenue Recognition," Emerging Issues Task Force ("EITF") No. 00-21, "Revenue Arrangements with Multiple Deliverables," and EITF No. 03-5, "Applicability of AICPA Statement of Position 97-2 to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software."

Software and software elements (including equipment, installation and training)

In the case of software arrangements that require significant production, modification, or customization of software, or the license agreements require the Company to provide implementation services that are determined to be essential to other elements of the arrangement, the Company follows the guidance in SOP 81-1, "Accounting for Performance of Construction—Type and Certain Production—Type Contracts," and applies the completed contract method of accounting. In compliance with the completed contract method under SOP 81-1, revenue is recognized when proof of client acceptance has been received. In the case of non-software arrangements, the Company applies EITF No. 00-21 where revenues related to arrangements with multiple elements are allocated to each element based on the element's relative fair value. Revenue allocated to separate elements is recognized for each element in accordance with the accounting policies described below. EITF No. 03-5 is applied in determining whether non-software elements are included with the software in applying SOP 97-2.

If the Company cannot account for items included in a multiple-element software or non-software arrangement as separate units of accounting, they are combined and accounted for as a single unit of accounting and generally recognized as the undelivered items or services are provided to the client. The Company specifically uses the residual method, under which revenue is recognized on the delivered elements only when the remaining undelivered element is postcontract customer support.

The Company recognizes hardware and software revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured. At the time of the transaction, the Company determines whether the fee associated with revenue transactions is fixed or determinable and whether or not collection is reasonably assured. The Company determines whether the fee is fixed or determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after the normal payment terms, which are generally 30 days from invoice date, the Company recognizes revenue as the fees are due. The Company assesses collectibility based on a number of factors, including past transaction history with the client and the credit-worthiness of the client. The Company does not request collateral from clients. If the Company determines that collection of the fee is not reasonably assured, the Company defers the revenue and recognizes revenue at the time collection becomes reasonably assured, which is

generally upon receipt of cash. For all sales, the Company generally uses either a binding purchase order or signed sales agreement as evidence of an arrangement.

The Company recognizes revenue from sales of non-software related equipment and supplies upon delivery and transfer of title or upon client acceptance.

Maintenance contracts are primarily one year in duration and the revenue generated is generally recognized ratably over the term of the contract.

The Company's services revenue is primarily billed based on contractual rates and terms, and the Company generally recognizes revenue as these services are performed which, in some cases, is ratably over the contract term. Certain clients advance funds prior to the performance of the services. The Company recognizes revenue related to these advances as services are performed over time or on a "per call" basis. Certain estimates are used in recognizing revenue on a "per call" basis related to breakdown rates, contract types, calls related to specific contract types, and contract periods. The Company uses its best judgment to relate calls to contracts. In addition, as actual breakdown experience rates are compared to estimates, such estimates may change over time and will result in adjustments to the amount of "per call" revenue.

During the quarter ended June 30, 2004, the Company recorded revenue of $4.3 million reflecting an adjustment arising out of a change in accounting estimate related to service revenue. The information used in computing these estimates is partially provided by a client, and since June 30, 2004, this information has been provided to the Company on a more timely and accurate basis, resulting in greater accuracy of these estimates. The Company anticipates that future adjustments, if necessary, related to these estimates will be immaterial to the results of operations. The current and non-current portions of these advances are shown as Deferred Revenue or Maintenance Contract Deposits in the accompanying Consolidated Balance Sheets.

The Company provides business process outsourcing services under contracts under a unit-price or fixed-price basis, which may extend up to 10 or more years. If a contract involves the provision of a single element, revenue is generally recognized when the Company performs the services or processes transactions in accordance with contractual performance standards. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output. Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different pattern. In some of these arrangements, the Company hires client employees and becomes responsible for certain client obligations. The Company continuously reviews and reassesses the estimates of contract profitability. Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other inputs/outputs on which the Company is paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver the services, and other factors affecting revenues and costs.

Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs related to the set-up of processes, personnel and systems, which are deferred during the Transition and expensed evenly over the period outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Deferred amounts are recoverable in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. (See discussion of critical accounting policy for goodwill and other intangible assets.)

Research and development costs are expensed as incurred. Research and development costs for the year ended December 31, 2006, 2005 and 2004 were $7.3 million, $8.8 million and $7.8 million, respectively.

The Company and its domestic subsidiaries file a consolidated U.S. Federal income tax return. The Company's foreign subsidiaries file separate income tax returns in the countries in which their operations are based.

Income taxes are accounted for under the asset and liability method of SFAS No. 109, "Accounting for Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. The Company records valuation allowances related to its deferred income tax assets when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Foreign assets and liabilities are translated using the exchange rate in effect at the balance sheet date, and results of operations are translated using an average rate for the period. Translation adjustments are accumulated and reported as a component of stockholders' deficit and comprehensive income (loss). Transaction gains and losses are included in results of operations in "Sundry, net". Foreign currency transaction (losses) gains for the years ended December 31, 2006, 2005, and 2004 were $(0.2) million, $(0.8) million, and $0.3 million, respectively. The Company does not currently hedge any of its net foreign currency exposure

Prior to June 30, 2006, vacation was earned and accrued as the employee worked. A maximum of one week of unused vacation could be carried over to the subsequent year and any earned but unused vacation would be paid to the employee upon termination. Beginning June 30, 2006, the vacation policy was changed for U.S. employees to specify that vacation is provided as a company benefit, and is not earned and does not accrue. As a result, unused vacation is not payable upon termination, unless

specifically provided for by state law. In addition, no unused vacation is eligible to be carried over to subsequent calendar years. As a result of this change in policy, the Company adjusted its vacation accrual to be equal to the unused vacation for employees in those states which require vacation be paid upon termination. Accrued vacation was $2.1 million and $3.2 million at December 31, 2006 and 2005, respectively. This change was applied prospectively during the quarter and resulted in an immaterial impact to the Company's financial statements.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade receivables. Concentrations of credit risk for these instruments are limited due to the large number of clients comprising the Company's client base, and their dispersion across different geographic areas.

The Company sells its products to clients under specified credit terms in the normal course of business. These clients' businesses can generally be classified as banking, personal computer manufacturers, financial services, insurance, healthcare, government agencies, utilities and telecommunications. During 2006, 2005, and 2004, the Company derived 19.5%, 15.5%, and 17.4%, respectively, of revenues from a single client, Dell. The loss of this revenue could have a material adverse effect on the Company. The revenue from this single source is entirely in the Information Technology and Service Management ("ITSM") business segment.

The Company currently receives funds in advance for a significant portion of the Company's services prior to the performance of the services they relate to and management believes this mitigates the related credit risk. Due to the diversity of the Company's clients, management does not consider there to be a concentration of risk within any single business segment. However, general economic conditions that cause clients in such industries to reduce or delay their investments in products and solutions such as those offered by the Company could have a material adverse effect on the Company.

The Company's hardware and systems solutions are assembled using various purchased components such as PC monitors, minicomputers, encoders, communications equipment and other electronic devices. Certain products are purchased from sole- source suppliers. The Company generally has contracts with these suppliers that are renewed periodically. The Company has not experienced, nor does it foresee any significant difficulty in obtaining necessary components or subassemblies; however, if the supply of certain components or subassemblies was interrupted without sufficient notice, the result could be an interruption of product deliveries.

The following estimated fair values of financial instruments have been determined by the Company using available market information and valuation methodologies:

Cash and cash equivalents: Carrying amount approximates fair value due to the short-term nature of the instruments.

Short term borrowings: Carrying amount approximates fair value due to the short-term nature of the instruments.

Senior Notes: The Company estimated fair value for 2006 based on an average value of recently completed market trades, resulting in a yield-to-maturity of approximately 13.08%. The number of actual trades is limited; therefore the result may vary if a widely-traded market environment existed.

Sponsor Note: The Company estimated fair value at December 31, 2006, using a yield-to-maturity of approximately 18.08%, based on a premium to the Senior notes discussed above.

The estimated fair values of the Company's financial instruments at December 31 are as follows:

	2006				2005
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Cash and cash equivalents	$	9,615	$	9,615	$	18,540	$	18,540
Restricted cash		2,542		2,542		3,205		3,205
Senior Notes due 2008		93,975		87,162		93,975		66,924
Senior Subordinated Sponsor Note due 2009		107,223		89,102		103,848		61,170

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, ("SFAS 123R") "Share-Based Payment," which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS No. 123R, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant).

Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and related interpretations. The Company also followed the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation", as amended by SFAS 148, "Accounting for Stock-Based Compensation—Transition and Disclosure".

The Company elected to adopt the modified prospective transition method as provided by SFAS No. 123R and, accordingly, financial statement amounts for the prior periods presented in this prospectus have not been restated to reflect the fair value method of expensing share-based compensation. Under this application, the Company is required to record compensation cost for all share-based payments granted after the date of adoption based on the grant date fair value estimated in accordance with the provisions of SFAS 123R and for the unvested portion of all share-based payments previously granted that remain outstanding which were based on the grant date fair value estimated in accordance with the original provisions of SFAS 123.

Effective July 1, 2000, the Company adopted the 2000 Stock Plan (the Plan), which provides for the grant to employees of incentive options, non-qualified stock options, and restricted stock awards.

Incentive Options. During the years ended December 31, 2006 and 2005, the Company granted 462,500 and 640,000 incentive options, respectively. Under the Plan, incentive options are granted at a fixed exercise price not less than 100% of the fair market value of the shares of stock on the date of grant (or not less than 110% of the fair market value in certain circumstances). Options granted in 2004, 2005 and 2006 vest over a four-year period at 25% per year.

Non-qualified stock options. No non-qualified stock options were granted during the years ended December 31, 2006 and 2005. When granted under the Plan, non-qualified options are granted at a fixed exercise price equal to, more than, or less than 100% of the fair market value of the shares of stock on the date of grant.

At December 30, 2005, with board of directors' approval, all stock options were repriced from a previous strike price of $9.25 to a strike price of $2.25. No other provisions of the stock options were modified.

	Incentive Shares		Non-qualified Shares	Weighted Average Exercise Price
Options outstanding—December 31, 2004	1,775,240		31,760	2.25
Granted	640,000		—	2.25
Forfeited	(71,500	)	—	2.25
Exercised	—		—	—

Options outstanding—December 31, 2005	2,343,740		31,760	2.25
Granted	462,500		—	2.25
Forfeited	(127,000	)	—	2.25
Exercised	—		—	—

Options outstanding—December 31, 2006	2,679,240		31,760	2.25

Options and awards expire and terminate the earlier of 10 years from the date of grant or three months after the date the employee ceases to be employed by the Company. The weighted average remaining contractual life of the outstanding options is 7.64 years and 8.25 years at December 31, 2006 and 2005, respectively.

At December 31, 2006, options to purchase 2,711,000 shares were outstanding, of which 1,027,150 were vested. All options outstanding have an exercise price of $2.25. No options have been exercised in 2006 or 2005.

The following table presents the vested status of all options outstanding at December 31, 2006 and 2005:

	December 31, 2006		December 31, 2005
	(dollar amounts in thousands)
Total options outstanding		2,711,000		2,375,500
Vested options		1,027,150		560,975

Non-vested options		1,683,850		1,814,525

Compensation related to non-vested options	$	571	$	637

Weighted average period over which remaining compensation is to be recognized		1.98 years		2.60 years

The number of options which vested in 2006 was 491,750 options, and these options have an average grant date fair value of between $0.42 and $0.44 per share.

The Company had previously adopted the provisions of Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123"), as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" through disclosure only. Under the intrinsic-value method, compensation expense is recorded only to the extent that the strike price is less than fair value on the measurement date. All options granted in 2004 and 2005 were issued at or above fair value, and therefore no stock-based compensation was recorded. In addition, at December 30, 2005, when the options were repriced, creating variable plan accounting, no stock-based compensation was recorded in accordance with APB 25, as the repriced options had no intrinsic value on the date of the change.

The following table illustrates the effect on net loss as if compensation for the Company's stock option plans had been determined in conformance with SFAS No. 123 for the years ended December 31, 2005 and 2004:

		Years Ended December 31,
		2005			2004
		(in thousands)
Net loss applicable to common stock, as reported		$	(7,295	)	$	(21,610	)
Total stock-based employee compensation expense determined under fair-value-based method for all rewards, net of tax			(55	)		(17	)

	Pro forma net loss	$	(7,350	)	$	(21,627	)

The fair value of each stock-option grant under the stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model. During 2005, the Company obtained an independent valuation of the fair value of each stock option grant on the date of grant using the lattice model and the Black-Scholes option-pricing model, both of which yielded approximately the same result. As a result, the Company has revised the compensation expense for all years as determined under SFAS No. 123 in the table above using the Black-Scholes option-pricing model.

The following table presents share-based compensation expense for continuing operations included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2006 (in thousands):

The current and revised fair value of each stock-option grant was estimated with the following weighted-average assumptions and results:

		Years Ended December 31,
Weighted Average
	2006		2005		2004
Risk free interest rate			4.67	%		4.7	%		4.1	%
Expected life			10 years			10 years			10 years
Expected volatility			40.0	%		40.0	%		40.0	%
Fair value of options granted		$	0.44		$	0.42		$	0.12

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109". FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of adopting FIN 48 on the consolidated financial statements, but believes there will be no material impact when adopted.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements ("SFAS 157"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective as of the beginning of fiscal year 2008. The Company is currently evaluating the impact of adopting SFAS 157 on the consolidated financial statements.

In September 2006, the FASB issued SFAS 158, Employers' Accounting for Defined Benefit Pension and Other Post-Retirement Plans—an Amendment of FASB Statements No. 87, 88, 106 and 132(R) ("SFAS 158"), which requires that the Company recognize the over-funded or under-funded status of the Company's defined benefit post-retirement plans as an asset or liability in the Company's 2006 year-end balance sheet, with changes in the funded status recognized through comprehensive income in the year in which they occur. The funded status is measured by the difference between plan assets at fair value and the projected benefit obligation in its statement of financial position. The Company uses a December 31 measurement date for this plan. The Company adopted SFAS 158 in the Consolidated Financial Statements, with no material impact when adopted.

Certain amounts have been reclassified from the prior years to conform to the current year presentation. The accompanying Consolidated Statements of Operations reflect reclassifications in 2004 to conform to the 2005 and 2006 presentation related to the allocation by the Company of overhead costs between selling, general and administrative expense and cost of sales.

NOTE B—SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS

The accompanying Consolidated Statements of Cash Flows include the following non-cash investing and financing transactions:

	Years Ended December 31,
	2006		2005		2004
	(in thousands)
Capital lease obligation incurred for lease of computer hardware	$	1,301	$	1,179	$	287
Inventory put in service as fixed assets		458		1,532		105
Financing obligation incurred for purchase of computer software		—		1,860		—
Purchases of fixed assets included in accounts payable at year end		1,614		—		—

Restructuring. As a part of the Company's focus on cost efficiency, management makes ongoing staff reductions as needed. Severance charges are included in the cost of sales, selling, general and administrative and product development expense line items in the accompanying consolidated Statements of operations. Consistent with the provision of SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", severance liabilities are accrued when the amount of liability is determined and has been communicated to the employee.

Changes to the Company's accrued severance liability, included in Other Accrued Expenses and Liabilities in the accompanying Consolidated Balance Sheets, during the years ended December 31, 2004, 2005 and 2006 are summarized as follows:

	U.S. Solutions			ITSM			International			Corp/Elims			Total
	(in thousands)
Balance at January 1, 2004	$	466		$	—		$	56		$	—		$	522
Severance expense		1,310			949			393			829			3,481
Severance paid		(1,130	)		(949	)		(444	)		(177	)		(2,700	)

Balance at December 31, 2004	$	646		$	—		$	5		$	652		$	1,303
Severance expense		329			399			183			301			1,212
Severance paid		(759	)		(399	)		(121	)		(813	)		(2,092	)

Balance at December 31, 2005	$	216		$	—		$	67		$	140		$	423
Severance expense		557			890			127			111			1,685
Severance paid		(590	)		(890	)		(183	)		(251	)		(1,914	)

Balance at December 31, 2006	$	183		$	—		$	11		$	—		$	194

On November 15, 2005, the Company completed the acquisition of 100% of the common stock of SDS Applications Limited for a net purchase price of $3.9 million plus a contingent payment of up to $0.4 million. This contingent payment has not been and is not currently recorded at December 31, 2006, as the liability is not yet probable, SDS Application Limited provides mortgage and trading software to the commercial market.

	Value Assigned		Life in Years
Net working capital	$	297	N/A
Property and equipment		115	1 to 5 years
Trade name and trademarks		485	Indefinite
Software		1,640	10 years
Maintenance agreements		408	15 years
Non-compete agreements		232	3 years
Client relationships		230	8 years
Goodwill		500	Indefinite

	$	3,907

These intangibles assets are foreign currency denominated. The amounts are subject to translation at each balance sheet date. The Company records the change to its Accumulated Other Comprehensive Loss on the accompanying Consolidated Balance Sheets.

Intangible assets were allocated to the EMEA segment. Definite life intangible assets are being amortized to cost of product revenue over its estimated useful life. The consolidated financial statements include the operating results of SDS Applications Limited from the date of purchase. Pro forma results of operations have not been presented because the effect of this acquisition was not material.

On July 29, 2005, the Company completed the acquisition of certain assets of a product manufacturing enterprise for a net purchase price of $2.4 million, consisting of $0.5 million in non-compete agreements and $1.9 million in property and equipment and other intangibles, primarily client lists.

A summary of amortizable intangible assets as of December 31, 2006 and 2005 is as follows:

	December 31, 2006
	Gross Carrying Value		Accumulated Amortization		Net
	(in thousands)
Outsourcing contract costs	$	4,489	$	526	$	3,963
Client and other intangible assets		5,871		1,160		4,711

Total amortizable intangible assets	$	10,360	$	1,686	$	8,674

	December 31, 2005
	Gross Carrying Value		Gross Carrying Value		Gross Carrying Value
	(in thousands)
Outsourcing contract costs	$	—	$	—	$	—
Client and other intangible assets		5,315		297		5,018

Total amortizable intangible assets	$	5,315	$	297	$	5,018

Outsourcing contract costs consist of certain costs associated with contract acquisition and related direct and incremental costs and are capitalized in accordance with SOP 81-1 and Technical Bulletin 90-1. Contract acquisition costs include direct incremental costs associated with contract negotiation, such as legal fees, and costs incurred to transform client processes and technology in direct support of implementing the contract terms and conditions, such as labor and travel costs. These costs are amortized on a pro-rata basis over the term of the contract. See Note A under Goodwill and Other Intangible Assets for additional discussion of the accounting policies for outsourcing contract costs.

Amortization related to intangible assets was $1.7 million and $0.3 million for the years ended December 31, 2006 and 2005, respectively.

	December 31,
	2006		2005
	(in thousands)
Senior Notes, due 2008	$	93,975	$	93,975
Revolving credit facility		31,533		1
Senior Subordinated Sponsor Note due 2009 (unsecured)		107,223		103,848
Financing Arrangement		1,286		1,860

		234,017		199,684
Less: Current portion		32,176		621

	$	201,841	$	199,063

Revolving Credit Facility. The Company has a revolving credit facility (the "Revolver") provided by General Electric Capital Corporation, as successor-in-interest to Heller Financial, Inc. ("G.E."). Effective March 31, 2006, the Company and Heller entered into an amendment to the Revolver which extended the maturity date from May 30, 2006 to May 01, 2008. The committed amount is $40 million, with a letter-of-credit sub-limit of $10 million. On October 6, 2006, the Company and GE entered into an amendment to the Revolver which provides for a $5.0 million Term Loan to the Company and reduces the availability under the Revolver from $40 million to $35 million. In, addition, on March 22, 2007, the Company and Heller entered into an amendment to the Revolver which provides for an additional $10.0 million Term Loan to the Company, thus reducing the availability under the Revolver from $35.0 million to $25.0 million. The total potential availability under the Loan and Security agreement, however, remains at $40 million. On June 27, 2007, the Company entered into an

amendment to the Revolving Credit Facility with GE which provided for a one-time pay-off of its outstanding term loans while keeping in effect a $15 million term loan commitment to the Company.

The Revolver is secured by substantially all the assets of the Company, subject to the limitations on liens contained in the Company's existing Senior Notes. Funds availability under the Revolver is determined by a borrowing-base formula equal to a specified percentage of the value of the Company's eligible accounts receivable, inventory, owned real property, machinery and equipment and pledged cash. At December 31, 2006, the Company had $31.5 million outstanding under the Revolver and $0.4 million outstanding on letters-of-credit. The availability remaining under the Revolver that the Company can draw was $4.3 million at December 31, 2006. A commitment fee of 0.375% per annum on the unused portion of the Revolver is payable quarterly. The balance outstanding under the Revolver is classified in current obligations in the accompanying Consolidated Balance Sheets.

The interest rate on borrowings under the Revolver is, at the Company's option, either (1) 0.25% over prime or (2) 1.75% over LIBOR. At December 31, 2006, the Company's weighted average rate on the Revolver was 7.58%.

Under the Revolver, substantially all of the Company's domestic cash receipts (including proceeds from accounts receivable and asset sales) must be applied to repay the outstanding loans, which may be re-borrowed subject to availability in accordance with the borrowing base formula. The Revolver contains restrictions on the use of cash for dividend payments or non-scheduled principal payments on certain indebtedness. Restricted cash at December 31, 2006 and 2005 of $2.5 million and $3.2 million represents cash in escrow from a client deposit.

The Revolver contains various representations, warranties and covenants, including financial covenants as to minimum fixed charge coverage ratio and minimum average borrowing availability. Effective March 31, 2006, the Company and GE amended the loan and security agreement to state that a covenant to maintain a specific fixed charge coverage ratio would apply only if the average daily availability for the three month period ending on the last day of the most recent calendar quarter is less than $15.0 million. The fixed charge coverage ratio test was triggered for the three months ended December 31, 2006. At December 31, 2006, the minimum fixed charge coverage ratio required under the Revolver was 0.9, compared to the actual fixed charge coverage ratio of 1.64. At December 31, 2006, the Company was in compliance with all covenants under the Revolver.

Senior Notes. The Company's Senior Notes (the "Senior Notes") accrue interest at a fixed 7.5% rate which is due and payable in semi-annual installments. The Senior Notes contain covenants placing limitations on the Company's ability to permit subsidiaries to incur certain debts, incur certain loans and liens, and engage in certain sale and leaseback transactions. At December 31, 2006 and 2005, the Company had $94.0 million outstanding on the Senior Notes.

Senior Subordinated Unsecured Sponsor Note. The Company's $160.0 million Sponsor Note bears interest at 10.0%, due and payable quarterly. The Sponsor Note is subordinate only upon bankruptcy or insolvency of the Company, or if upon maturity of the Senior Notes, the Senior Notes remain unpaid. The interest payments began September 30, 1999. The Sponsor Note matures on July 22, 2009.

As provided under the agreement, the Sponsor Note holder, WCAS, elected to defer the quarterly payment for the quarter ended December 31, 2006 of $2.6 million plus the deferred financing fee of $0.8 million, which increased the principal amount of the Sponsor Note by $3.4 million. WCAS had

previously elected to defer quarterly interest payments of $4.0 million for each of the June 2000 through September 2001 quarterly periods resulting in an increase in the principal amount of the Sponsor Note totaling $33.8 million. Such elections required the Company to incur a deferred financing fee of 30.0% of the amount of each interest payment deferred. The Company accounts for the additional financing fees as a change in the effective interest rate of the debt. WCAS may, at its election, defer each future quarterly payment under similar terms. At December 31, 2006 and 2005, the Company had $107.2 million and $103.8 outstanding on the Sponsor Note, respectively.

Financing Arrangements. During 2005, the Company entered into a financing arrangement for $1.8 million that pertained to computer software. At December 31, 2006, the Company had financing arrangement balances outstanding of $1.2 million, of which $0.6 million was classified as current and $0.6 million was classified as long-term. The balance outstanding under financing arrangements at December 31, 2005 was $1.8 million. This arrangement accrues interest at a fixed 8.0% rate. This arrangement is due in three annual installments which began January 2006.

Capital Leases. During 2004, the Company entered into a capital lease for $0.2 million that pertained to computer hardware. During 2005, the Company entered into an additional capital lease for $0.2 million that pertained to computer hardware. Amounts due under capital leases are recorded as liabilities. During 2006, the Company entered into a capital lease for $1.3 million that pertained to imaging equipment to be used in the Company's BPO operations. The Company's interest in assets acquired under capital leases is recorded as property and equipment on the Consolidated Balance Sheets. Assets under capital lease were $2.8 million and $1.6 million as of December 31, 2006 and 2005, respectively. Amortization of assets recorded under capital leases is included in depreciation expense. The current obligations under capital leases are classified in the Current Liabilities section of the accompanying Consolidated Balance Sheets and the non-current portion of capital leases are included in Other Liabilities.

At December 31, 2006, the Company had capital lease balances outstanding of $1.8 million, of which $0.7 million was classified as current and $1.1 million was classified as long-term. At December 31, 2005, the Company had capital lease balances outstanding of $1.3 million.

The Company paid cash totaling $18.9 million, $19.2 million, and $17.8 million, for interest during the twelve months ended December 31, 2006, 2005, and 2004, respectively. During the years ended December 31, 2006, 2005 and 2004, the Company capitalized no interest costs.

In September 2000, the Company issued 100,000 shares of $0.01 par value Series A Preferred Stock to WCAS, its primary owners in exchange for $15.0 million in cash. The aggregate liquidation preference/redemption value is $15.0 million, plus accumulated and unpaid dividends of $5.161 million at December 31, 2006. The Company has the right to redeem the Series A Preferred Stock at any time by paying for each share the "stated value" per share as of the redemption date. In addition, upon the occurrence of certain events, as defined, and upon the approval of a majority of the holders of the Series A Preferred Stock, the Company would be required to redeem the shares. Due to the redemption rights at the option of the holder, the Series A Preferred Stock is classified as mezzanine equity. Each share of Series A Preferred Stock includes a warrant to purchase between 2.5 and 7.75 shares of Common Stock at $0.01 per share. Common stock exercisable by the warrant totals 750,000 shares and may be exercised at any time from the date of purchase.

On November 1, 2002, BancTec Intermediate Holding, Inc. contributed $100,000 to the Company in exchange for 667 shares of Series A Preferred Stock of the Company. These shares do not include warrants.

For the year ended December 31, 2004, accretion of the related discount and accrued but unpaid dividends totaled $1.7 million. Effective January 1, 2005, the Series A Preferred Stock agreement was amended to eliminate the dividends payable on the Series A Preferred Stock. As a result, no dividends were accrued during the year ended December 31, 2005 and 2006. As of December 31, 2006, the carrying amount of the Series A Preferred Stock was $18.0 million and the stated value per share, including accumulated but unpaid dividends, was $201.32.

In February 2001, the Company issued 35,520 shares of $0.01 par value Series B Preferred Stock to its primary owners, WCAS in exchange for $5.3 million in cash. The aggregate liquidation

preference/redemption value at December 31, 2006 and 2005 is $13.5 million, including accumulated and unpaid dividends. The Company has the right to redeem the Series B Preferred Stock at any time by paying for each share the Stated Value per share as of the redemption date. Each share of Series B Preferred Stock is convertible into shares of Common Stock at any time. The number of shares of Common Stock is determined by multiplying the number of shares being converted by $150.00 and dividing the result by $8.325 per share. The conversion rate is subject to various adjustments (for anti-dilution). The Company is required to keep available approximately 640,000 common shares for issuance upon conversion of all outstanding shares of Series B Preferred Stock.

For the year ended December 31, 2004, accrued but unpaid dividends totaled $2.9 million. Effective January 1, 2005, the Series B Preferred Stock agreement was amended to eliminate the dividends payable on the Series B Preferred Stock. As a result, no dividends were accrued during the year ended December 31, 2005 and 2006. As of December 31, 2006, the stated value per share of the Series B Preferred, including accumulated but unpaid dividends, was $380.63.

	December 31,
	2006		2005
	(in thousands)
Salaries, wages and other compensation	$	12,089	$	11,903
Accrued taxes, other than income taxes		5,299		4,376
Accrued interest payable		860		3,200
Accrued invoices and costs		2,025		1,586
Other		8,979		10,228

	$	29,252	$	31,293

The income tax expense (benefit) on net (loss) income consists of the following:

			Years Ended December 31,
			2006			2005			2004
			(in thousands)
Current:
	Federal		$	(968	)	$	184		$	(42	)
	State			(10	)		(406	)		153
	Foreign			3,308			4,169			3,930

		Total current		2,330			3,947			4,041

Deferred:
	Federal			—			—			8,919
	State			—			—			81
	Foreign			2,455			(2,324	)		580

		Total deferred		2,455			(2,324	)		9,580

			$	4,785		$	1,623		$	13,621

The difference between the income tax provision on net (loss) income computed at the statutory federal income tax rate and the financial statement provision for taxes is summarized as follows:

		Years Ended December 31,
		2006			2005			2004
		(in thousands)
Provision (benefit) at U.S. statutory rate of 35% for all periods		$	1,380		$	(1,985	)	$	(1,262	)
Increase in tax expense resulting from:
	Impact of foreign and Puerto Rico income tax rate		(685	)		13			203
	State income tax, net of federal income tax benefit		(491	)		(333	)		109
	Change in valuation allowance		4,487			1,490			9,695
	Permanent differences		1,165			2,577			4,669
Other, net			(1,071	)		(139	)		207

		$	4,785		$	1,623		$	13,621

The Company paid cash totaling $3.5 million, $1.6 million, and $2.8 million for income taxes during the years ended December 31, 2006, 2005 and 2004, respectively.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2006 and 2005 are presented below:

			December 31,
			2006			2005
			(in thousands)
Gross deferred tax assets:
	Net operating losses		$	59,663		$	56,687
	AMT credit carry forwards			101			101
	Inventory reserves			6,211			4,671
	Receivable allowance			173			292
	Intangible assets previously deducted			638			—
	Deferred revenues			7,027			10,183
	Deferred compensation			3,349			3,045
	Foreign timing differences, net			8,792			9,059
Depreciation				3,683			3,761
	Other			2,582			2,975

		Total gross deferred tax asset		92,219			90,774

Gross deferred tax liability:
	Intangible assets previously deducted			—			(506	)

		Total gross deferred tax liability		—			(506	)
Deferred tax asset valuation reserve				(83,022	)		(78,832	)

		Net deferred tax asset	$	9,197		$	11,436

A valuation allowance has been provided to reduce the deferred tax assets to an amount management believes is more likely than not to be realized. Expected realization of deferred tax assets for which a valuation allowance has not been recognized is based upon the reversal of existing taxable temporary differences and taxable income expected to be generated in the future. The need for a valuation allowance on deferred tax assets is evaluated on a jurisdiction by jurisdiction bases. As a result, certain of the foreign subsidiaries deferred tax assets are not reserved with a valuation allowance due to their history of profitability.

	Years Ended December 31,
	2006			2005			2004
	(in thousands)
Valuation allowance at beginning of year	$	78,832		$	76,184		$	63,874
(Decrease) increase in valuation allowance		(596	)		(2,602	)		10,305
Tax deductible loss		5,144			5,187			1,612
Other		(358	)		63			393

Valuation allowance at end of year	$	83,022		$	78,832		$	76,184

Company's effective tax rate was 121.4%, (28.6%), (377.7%) for the years ended December 31, 2006, 2005, and 2004, respectively.

The Company's foreign and domestic net operating loss carry forwards of $165.0 million expire as follows: $5.5 million in 2007, $0.2 million in the period from 2014 through 2019, $134.9 million in the period from 2020 through 2027, and $24.4 million with no expiration.

Components of net (loss) income before income tax expense (benefit) are as follows:

Undistributed earnings of foreign subsidiaries included in continuing operations were approximately $25.6 million, $17.0 million, and $17.7 million, at December 31, 2006, 2005 and 2004, respectively. No taxes have been provided on the undistributed earnings as they are considered to be permanently reinvested.

In October 2004, the Jobs Creation Act was enacted. One of the provisions of this act provides a deduction for income from qualified domestic production activities ("qualified production income" or QPI). The deduction, which cannot exceed 50 percent of annual wages paid, is phased in as follows: 3 percent of QPI in 2005-2006, 6 percent in 2007-2009, and 9 percent in 2010 and thereafter. The Jobs Creation Act also provides for a two-year phase-out of the existing extra-territorial income exclusion (ETI) for foreign sales with a 20 percent phase-out in 2005, 40 percent in 2006 and 100 percent thereafter. The impact on the Company's tax rate of the new manufacturing deduction at a fully phased-in rate of 9 percent is not anticipated to have a material impact on the Company's financial statements.

The Jobs Creation Act also creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85 percent dividends received deduction for certain dividends from controlled foreign corporations. The deduction is subject to a number of limitations and uncertainty remains as to how to interpret numerous provisions in the Jobs Creation Act. As of December 31, 2006, the Company does not plan to apply the 85 percent dividends received deduction for any repatriated accumulated income.

As a matter of course, the Company is regularly examined by federal, state and foreign tax authorities. Although the results of these examinations are uncertain, based on currently available information, the Company believes that the ultimate outcome will not have a material adverse effect on the Company's financial statements

The Company's Employees' Savings Plan allows substantially all full-time and part-time U.S. employees to make contributions defined by Section 401(k) of the Internal Revenue Code. Beginning January 1, 2006 the Company's 401(k) Plan changed to match 10% of the first 5% of the participants' qualifying total pre-tax contributions. No amounts were expensed under the plan for the years ended December 31, 2005 and 2004, as no matching contributions were made in these years. For the year ended December 31, 2006, the Company recorded expense of $0.2 million for matching contributions.

The Company's subsidiary in the United Kingdom provides pension benefits to retirees and eligible dependents. Employees eligible for participation include all full-time regular employees who are more than three years from retirement. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan.

On September 29, 2006, SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" was issued. SFAS 158 required, among other things, the recognition of the funded status of each defined pension benefit plan on the balance sheet. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The initial impact of the standard due to unrecognized prior service costs or credits and net actuarial gains or losses as well as subsequent changes in the funded status is recognized as a component of accumulated comprehensive loss in shareholders' equity. Additional minimum pension liabilities (AML) and related intangible assets are also derecognized upon adoption of the new standard. SFAS 158 required initial application for fiscal years ending after December 15, 2006. The Company adopted SFAS 158 as of December 31, 2006, however, the Company previously accounted for their defined pension benefit plan in accordance with the provisions of SFAS 158, including the measurement date provisions. As a result, no impact was

recognized in the AML as of December 31, 2006, due the impact of the initial adoption of SFAS 158. The disclosure requirements of SFAS 158 have also been adopted effective December 31, 2006.

		Years Ended December 31,
		2006			2005
Change in Benefit Obligation
	Benefit obligation at beginning of year	$	43,527		$	35,784
	Service cost		956			877
	Interest cost		2,202			1,870
	Plan participants' contributions		813			618
	Actuarial loss		(1,789	)		9,102
	Amendments		—			—
	Benefits paid		(290	)		(377	)
	Foreign-exchange rate changes		6,125			(4,347	)

	Benefit Obligation at end of year	$	51,544		$	43,527

Change in Plan Assets
	Fair value of plan assets at beginning of year	$	20,808		$	17,443
	Actual return on plan assets		1,583			3,736
	Employer contributions		2,145			1,482
	Plan participants' contributions		813			618
	Benefits paid		(290	)		(377	)
	Foreign-exchange rate changes		3,134			(2,094	)

Fair value of plan assets at end of year		$	28,193		$	20,808

Funded status at end of year		$	(23,351	)		(22,719	)

Unrecognized actuarial loss						17,136

Net amount recognized					$	(5,583	)

Amounts recognized in accumulated other comprehensive loss consists of:
	Net actuarial loss	$	16,189
	Prior service cost		—

Net amount recognized in accumulated other comprehensive loss		$	16,189

Plans with underfunded or non-funded accumulated benefit obligation:
	Aggregate projected benefit obligation	$	51,544		$	43,527
	Aggregate accumulated benefit obligation		51,544			43,527
	Aggregate fair value of plan assets		28,193			20,808

	Years Ended December 31,
	2006			2005			2004
Service Cost	$	956		$	877		$	446
Interest Cost		2,202			1,870			1,586
Expected return on plan assets		(1,306	)		(1,070	)		(1,095	)
Amortization of transition amount		—			—			—
Amortization of prior service cost		—			—			—
Recognized actuarial loss		1,055			638			431

Net periodic benefit cost	$	2,907		$	2,315		$	1,368

The estimated net loss for the plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year will be $687.

The net pension liability at December 31, 2006 was $23.4 million. This liability is classified in Other Liabilities in the accompanying Consolidated Balance Sheet.

The weighted average asset allocations for the Company's defined benefit plans at December 31, 2006 and 2005, are as follows:

The Company's investment policy related to the defined benefit plans is to continue to maintain investments in government gilts and highly rated bonds as a means to reduce the overall risk of assets held in the funds. No specific targeted allocation percentages have been set by category, but are at the direction and discretion of the plan trustees. During 2006, all contributions made to the fund were in these categories.

The Company's funding methods are based on governmental requirements and differ from those methods used to recognize pension expense. The Company expects to contribute $2.3 million to the pension plan during 2007, based on current plan provisions.

Pension benefit payments expected to be paid to plan participants are as follows:

The Company has individual arrangements with seven former executives in the U.S. which provide for fixed payments to be made to each individual beginning at age 65 and continuing for 20 years. This is an unfunded plan with payments to be made from operating cash of the Company. The weighted average discount rate used as of December 31, 2006 and 2005 was 5.8% and 5.25%, respectively. Benefit payments of $0.2 million and $0.2 million were made during each of the years ended December 31, 2006 and 2005, respectively. The expense for the years ended December 31, 2006 and 2005 was $0.02 million and $0.9 million, respectively, a portion of which related to the change in discount rate. The balance of this obligation is $4.0 million and $4.2 million as of December 31, 2006 and 2005, respectively, and is classified in Other Liabilities in the accompanying Consolidated Balance Sheets. Benefit payments expected to be paid to plan participants in 2007 are $0.3 million.

The Company offers various product warranties for hardware sold to its clients. The specific terms and conditions of the warranties vary depending upon the client and the product sold. Factors that affect the Company's warranty liability include the number of products sold, historical and anticipated rates of warranty claims and cost per claim. The Company accrues for estimated warranty costs as sales are made and periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary.

Changes to the Company's warranty liability, which is reported as a component of other accrued expenses and liabilities in the accompanying Consolidated Balance Sheets during the year ended December 31, 2005 and 2006 are summarized as follows:

	(In thousands)
Balance at January 1, 2005	$	180

Warranties issued		208
Claims paid/settlements		(205	)
Changes in liability for pre-existing warranties		—

Balance at December 31, 2005	$	183

Warranties issued		97
Claims paid/settlements		(210	)
Changes in liability for pre-existing warranties		—

Balance at December 31, 2006	$	70

Leases. The Company leases certain sales and service office facilities and equipment under non-cancelable operating leases expiring through year 2017. Total Company rent expense for the years ended December 31, 2006, 2005, and 2004 was $7.8 million, $6.5 million, and $8.4 million, respectively.

The Company believes that its facility leases can be either renewed or replaced with alternate facilities at comparable cost.

Litigation. The Company and its subsidiaries are parties to various legal proceedings. Although the ultimate disposition of such proceedings is not presently determinable, in the opinion of the Company, any liability that may ensue would not have a material adverse impact on the financial position or results of operations or cash flows of the Company.

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the company's chief operating decision-maker, or

decision-making group, in deciding how to allocate resources and in assessing performance. Management has chosen to structure the organization around product lines and geography.

In 2006, the Company reported its operations as three primary segments, Americas, EMEA, and ITSM. The operations of Americas and EMEA include manufacturing and supplies, maintenance of Company-manufactured and related products, integrated systems, BancTec software products sold through Plexus Software ("Plexus"), a division of BancTec, and business processing outsourcing services. The ITSM operations include personal computer repair services and administration of third-party extended-service contracts in the United States, Canada and Europe.

Americas and Europe, Middle East and Africa. Americas and EMEA offer similar systems-integration and business-process solutions and services and market to similar types of clients. The solutions offered primarily involve high-volume transaction processing using advanced technologies that capture, process and archive paper and electronic documents. The Company's powerful, high-volume integrated systems deliver important benefits to some of the world's largest credit card companies and major banks. In addition, these segments provide their products and services to other clients, including financial services companies and insurance providers, telecommunications companies, utility companies, governmental agencies, and retail companies. The Company combines its extensive business application knowledge with a full range of software and equipment offerings for complex transaction processing environments. The Company's integrated systems generally incorporate advanced applications software developed by the Company and by third parties. These solutions may also include hardware developed and manufactured by the Company as well as by third parties. Key applications provided by Americas and EMEA focus around the following process services and solutions: (1) Document and Content Processing Solutions, (2) Payment Processing Solutions, (3) Business Process Outsourcing Services, and (4) Infrastructure Services.

Information Technology Service Management. ITSM provides quality integrated support services to the evolving Information Technology industry, with focused deployment and ongoing support solutions for the OEM, Enterprise and Fortune marketplaces. ITSM provides coverage in North America and Europe, and clients include OEM providers, defense and aerospace companies, strategic outsourcing organizations, and consumer electronics manufacturers.

For the years ended December 31, 2006, 2005 and 2004, a single client accounted for 19.5%, 15.5%, and 17.4%, respectively, of the total revenue of the Company.

Whenever possible, the Company uses market prices to determine inter-segment pricing. Other products are transferred at cost or cost plus an agreed upon mark-up.

In 2004, the Company reported its operations in three segments, U.S. Solutions ("USS"), which included all operations of Americas with the exception of Canada, International Solutions ("INTL"), which included all operations of EMEA plus Canada, and Computer and Network Services ("CNS"), which included all operations of ITSM. The 2004 segment information has been conformed to the 2005 and 2006 presentation.

The following table sets forth conformed segment information for 2006, 2005 and 2004:

The Company operates in the following geographic areas: the United States, the UK, and other international areas consisting primarily of Canada, France, Sweden, Germany, and the Netherlands. Inter-area sales to affiliates are accounted for at established transfer prices.

Sales to unaffiliated clients and affiliates for the years ended December 31, 2006, 2005 and 2004, and long-lived assets, other than deferred taxes, at the end of each of those periods, classified by geographic area, are as follows:

	Years Ended December 31,
	2006			2005			2004
	(in thousands)
Foreign-currency translation adjustments	$	(4,079	)	$	(6,531	)	$	(4,443	)
Minimum pension liability, net of tax		(11,494	)		(11,995	)		(9,096	)

Accumulated Other Comprehensive Loss	$	(15,573	)	$	(18,526	)	$	(13,539	)

For the year ended December 31, 2006, other comprehensive loss consisted of foreign-currency translation adjustments related to the Company's international operations (a gain of $2.5 million) and a decrease to the minimum pension liability, net of tax, related to the Company's subsidiary in the United Kingdom ($0.5 million). The gain related to foreign-currency translation adjustments resulted from significant movement in exchange rates, particularly the U.S. Dollar versus the Euro and the U.S. Dollar versus the Pound Sterling. The change in minimum pension liability was primarily due to adjustment of the discount rate used to measure the minimum pension liability, consistent with the provisions of SFAS No. 87.

Welsh, Carson, Anderson & Stowe ("WCAS") is the majority shareholder of Headstrong Corp., who in turn owns 100% of Metamor, Inc., a company that provides ERP consulting services. The Company paid Metamor approximately $8.5 million in fiscal year 2006 as consulting fees for ERP software implementation. This agreement is similar to consulting agreements the Company enters into from time to time with other providers of consulting services. The Company believes the terms are no less favorable to BancTec than what are offered by Metamor to other large customers. The Company's Board of Directors has approved this arrangement.

The Company also holds the Sponsor Note payable to WCAS in the amount of $107.2 million which matures on July 22, 2009. This note bears interest at 10.0%, due and payable quarterly. The Sponsor Note is subordinate only upon bankruptcy or insolvency of the Company, or if upon maturity of the Senior Notes, the Senior Notes remain unpaid. The Company paid total interest during fiscal year 2006 of $10.4 million.

Effective December 31, 2006, the Company and its majority shareholder, WCAS, entered into an arrangement whereby WCAS provided a commitment to purchase up to an additional $15.0 million of Series B Preferred stock for cash. No accounting recognition has been given to this right of BancTec to put its Series B Preferred stock, upon occurrence of certain events, to WCAS, primarily due to the parent/subsidiary nature of the arrangement. As of December 31, 2006, no stock had been purchased under this commitment.

On March 22, 2007, the Company and GE entered into an amendment to the Revolver which provides for an additional $10.0 million Term Loan to the Company, thus reducing the availability under the Revolver from $35.0 million to $25.0 million. The total potential availability under the Loan and Security agreement, however, remains at $40 million. Subsequent to December 31, 2006, the

Company made net payments of $0.5 million on the Revolver, bringing the total outstanding balance under the Revolver at March 26, 2007 to $31.0 million.

On February 26, 2007, the Company sold $8.0 million of Series B Preferred stock for cash to WCAS under the Equity Line of Credit arrangement. This stock accrues dividends at the rate of 25% per annum.

On June 27, 2007, the Company completed a private equity placement resulting in the sale of 46,575,000 shares of common stock. Net proceeds of $345.0 million were used to retire existing equity and debt as well as for working capital and general corporate purposes.

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

BancTec, Inc. is a worldwide systems integration and services company with a 30-year history in imaging technology, financial transaction processing and workflow productivity improvement. Serving a variety of industries, including banking, financial services, insurance, healthcare, governmental agencies and others, the Company offers a portfolio of payment and document processing systems and services, workflow and image management software products, and computer and network support services.

The accompanying unaudited Condensed Consolidated Balance Sheets at March 31, 2007, and the unaudited Condensed Consolidated Statements of Operations and Cash Flows for the interim periods ended March 31, 2007 and 2006, should be read in conjunction with BancTec, Inc. and subsidiaries ("BancTec" or the "Company") Consolidated Financial Statements and notes thereto in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all material adjustments, consisting principally of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

The significant accounting principles and practices used in the preparation of the accompanying financial statements are summarized below:

Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with original maturities of three months or less. Restricted cash at March 31, 2007 of $2.8 million and at December 31, 2006 of $2.5 million represents cash in escrow from a client deposit.

Property, plant, and equipment are recorded at cost and are depreciated or amortized principally on a straight-line basis over the estimated useful lives of the related assets. Depreciation expense is reflected in both cost of sales and selling, general and administrative expense. Depreciation expense for the three months ended March 31, 2007 and 2006 was $2.1 million and $4.0 million, respectively.

For the quarters ended March 31, 2007 and 2006, basic and diluted EPS are the same amount as the Company was in a loss position and, accordingly, all potentially dilutive securities would be anti-dilutive. Such potentially dilutive securities include the Company's Series B Convertible Preferred Stock subscription stock warrants and outstanding Common Stock options.

While the Company has two classes of Common Stock, a single presentation of EPS has been made in the accompanying Condensed Consolidated Statements of Operations, reflective of the parity of rights among the two classes.

The Company derives revenue primarily from two sources: (1) equipment and software sales—systems integration solutions which address complex data and paper-intensive work processes, including advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment, and (2) maintenance and other services—consist primarily of application design, development and maintenance, all aspects of desktop outsourcing, including field engineering, as well as help desk and LAN/WAN network outsourcing.

Software and software elements (including equipment, installation and training)

associated with the transaction. If a significant portion of a fee is due after the normal payment terms, which are generally 30 days from invoice date, the Company recognizes revenue as the fees are due. The Company assesses collectibility based on a number of factors, including past transaction history with the client and the credit-worthiness of the client. The Company does not request collateral from clients. If the Company determines that collection of the fee is not reasonably assured, the Company defers the revenue and recognizes revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash. For all sales, the Company generally uses either a binding purchase order or signed sales agreement as evidence of an arrangement.

The Company recognizes revenue from sales of non-software related equipment and supplies upon delivery and transfer of title or upon client acceptance.

Maintenance contracts are primarily one year in duration and the revenue generated is generally recognized ratably over the term of the contract.

The current and non-current portions of these advances are shown as Deferred Revenue or Maintenance Contract Deposits in the accompanying unaudited Condensed Consolidated Balance Sheets.

the life of the contract include decreases in volumes of transactions or other inputs/outputs on which the Company is paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver the services, and other factors affecting revenues and costs.

Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs related to the set-up of processes, personnel and systems, which are deferred and expensed evenly over the period outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Deferred amounts are recoverable in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. (See discussion of critical accounting policy for goodwill and other intangible assets.)

Research and development costs are expensed as incurred. Research and development costs for the three months ended March 31, 2007 and 2006, were $1.7 million and $1.8 million, respectively, and is shown as Product Development in the accompanying Condensed Consolidated Statements of Operations.

Foreign assets and liabilities are translated using the exchange rate in effect at the balance sheet date, and results of operations are translated using an average rate for the period. Translation adjustments are accumulated and reported as a component of stockholders' deficit and comprehensive (loss) income. Transaction gains and losses are included in results of operations in "Sundry, net". Foreign currency transaction gains (losses) for the three months ended March 31, 2007 and 2006 were $75,000 and ($7,000), respectively.

The Company elected to adopt the modified prospective transition method as provided by SFAS No. 123R and, accordingly, financial statement amounts for the prior periods presented in this

prospectus have not been restated to reflect the fair value method of expensing share-based compensation. Under this application, the Company is required to record compensation cost for all share-based payments granted after the date of adoption based on the grant date fair value estimated in accordance with the provisions of SFAS 123R and for the unvested portion of all share-based payments previously granted that remain outstanding which were based on the grant date fair value estimated in accordance with the original provisions of SFAS 123.

Effective July 1, 2000, the Company adopted the 2000 Stock Plan (the "Plan"), which provides for the grant to employees of incentive options, non-qualified stock options, and restricted stock awards.

Incentive Options. During the year ended December 31, 2006, the Company granted 462,500 incentive options. During the three months ended March 31, 2007, 70,000 incentive options were granted. Under the Plan, incentive options are granted at a fixed exercise price not less than 100% of the fair market value of the shares of stock on the date of grant (or not less than 110% of the fair market value in certain circumstances). Options granted in 2007 and 2006 vest over a four-year period at 25% per year.

Non-qualified stock options. No non-qualified stock options were granted during the year ended December 31, 2006 or the three months ended March 31, 2007. When granted under the Plan, non-qualified options are granted at a fixed exercise price equal to, more than, or less than 100% of the fair market value of the shares of stock on the date of grant.

	Incentive Shares		Non-qualified Shares	Weighted Average Exercise Price
Options outstanding—January 1, 2006	2,343,740		31,760	2.25
Granted	462,500		—	2.25
Forfeited	(127,000	)	—	2.25
Exercised	—		—

Options outstanding—December 31, 2006	2,679,240		31,760	2.25
Granted	70,000		—	2.25
Forfeited	(17,500	)	—	2.25
Exercised	—		—

Options outstanding—March 31, 2007	2,731,740		31,760	2.25

Options and awards expire and terminate the earlier of 10 years from the date of grant or three months after the date the employee ceases to be employed by the Company. The weighted average remaining contractual life of the outstanding options is 7.48 years and 7.64 years at March 31, 2007 and December 31, 2006, respectively.

The following table presents the vested status of all options outstanding at March 31, 2007 and December 31, 2006:

	March 31, 2007		December 31, 2006
	(dollar amounts in thousands)
Total options outstanding		2,763,500		2,711,000
Vested options		1,186,900		1,027,150

Nonvested options		1,576,600		1,683,850

Compensation related to nonvested options	$	530	$	571

Weighted-average period over which remaining compensation is to be recognized		1.89 years		1.98 years

The following table presents share-based compensation expenses for continuing operations included in the accompanying unaudited Condensed Consolidated Statements of Operations:

The fair value of each stock-option grant under the stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of each stock-option grant was estimated with the following weighted-average assumptions and results:

The accompanying unaudited Condensed Consolidated Statements of Cash Flows included the following noncash investing and financing transactions:

	March 31, 2007			December 31, 2006
	(in thousands)
Land	$	874		$	874
Field support spare parts		32,933			33,017
Systems and software		54,060			54,520
Machinery and equipment		23,617			22,376
Furniture, fixtures and other		10,729			10,597
Buildings		20,769			20,769
Construction in process		20,696			17,680

		163,678			159,833
Accumulated depreciation and amortization		(121,244	)		(119,639	)

Property, plant and equipment, net	$	42,434		$	40,194

	March 31, 2007		December 31, 2006
	(in thousands)
Salaries, wages and other compensation	$	14,618	$	12,089
Accrued taxes, other than income taxes		4,540		5,299
Accrued interest payable		2,508		860
Accrued invoices and costs		1,998		2,025
Other		9,768		8,979

	$	33,432	$	29,252

	March 31, 2007		December 31, 2006
	(in thousands)
Senior Notes, due 2008	$	93,975	$	93,975
Revolving credit facility		30,348		31,533
Senior Subordinated Sponsor Note due 2009 (unsecured)		110,707		107,223
Financing arrangement		643		1,286

		235,673		234,017
Less: Current portion		30,991		32,176

	$	204,682	$	201,841

Revolving Credit Facility. The Company has a revolving credit facility (the "Revolver") provided by General Electric Capital Corporation, successor-in-interest to Heller Financial, Inc. ("GE"). Effective March 31, 2006, the Company and GE entered into an amendment to the Revolver which extended the maturity date from May 30, 2006 to May 1, 2008. The committed amount is $40 million, with a letter-of-credit sub-limit of $10 million. On October 6, 2006, the Company and GE entered into an amendment to the Revolver which provides for a $5.0 million Term Loan to the Company and reduces the availability under the Revolver from $40 million to $35 million. In, addition, on March 22, 2007, the Company and GE entered into an amendment to the Revolver which provides for an additional $10.0 million Term Loan to the Company, thus reducing the availability under the Revolver from $35.0 million to $25.0 million. The total potential availability under the Loan and Security agreement, however, remains at $40 million. On June 27, 2007, the Company entered into an amendment to the Revolving Credit Facility with GE which provided for a one-time pay-off of our outstanding term loans while keeping in effect a $15 million term loan commitment to the Company.

eligible accounts receivable, inventory, owned real property, machinery and equipment and pledged cash. At March 31, 2007, the Company had $30.3 million outstanding under the Revolver and $0.4 million outstanding on letters-of-credit. The availability remaining under the Revolver that the Company can draw was $9.3 million at March 31, 2007. A commitment fee of 0.375% per annum on the unused portion of the Revolver is payable quarterly. The balance outstanding under the Revolver is classified in current obligations in the accompanying unaudited Condensed Consolidated Balance Sheets.

The interest rate on borrowings under the Revolver is, at the Company's option, either (1) 0.25% over prime or (2) 1.75% over LIBOR. At March 31, 2007, the Company's weighted average rate on the Revolver was 7.79%.

Under the Revolver, substantially all of the Company's domestic cash receipts (including proceeds from accounts receivable and asset sales) must be applied to repay the outstanding loans, which may be re-borrowed subject to availability in accordance with the borrowing base formula. The Revolver contains restrictions on the use of cash for dividend payments or non-scheduled principal payments on certain indebtedness. Restricted cash at March 31, 2007 and December 31, 2006 of $2.8 million and ($2.5) million represents cash in escrow from a client deposit.

The Revolver contains various representations, warranties and covenants, including financial covenants as to minimum fixed charge coverage ratio and minimum average borrowing availability. Effective March 31, 2006, the Company and GE amended the loan and security agreement to state that a covenant to maintain a specific fixed charge coverage ratio would apply only if the average daily availability for the three month period ending on the last day of the most recent calendar quarter is less than $15.0 million. The fixed charge coverage ratio test was triggered for the three months ended March 31, 2007. At March 31, 2007, the minimum fixed charge coverage ratio required under the Revolver was 1.8, compared to the actual fixed charge coverage ratio of 1.74. At March 31, 2007, the Company was in compliance with all covenants under the Revolver.

Senior Notes. The Company's Senior Notes (the "Senior Notes") accrue interest at a fixed 7.5% rate which is due and payable in semi-annual installments. The Senior Notes contain covenants placing limitations on the Company's ability to permit subsidiaries to incur certain debts, incur certain loans and liens, and engage in certain sale and leaseback transactions. At March 31, 2007 and December 31, 2006, the Company had $94.0 million outstanding on the Senior Notes. The Senior Notes mature on June 1, 2008.

As provided under the agreement, the Sponsor Note holder, WCAS, elected to defer the quarterly interest payment for the quarter ended December 31, 2006 of $2.6 million plus the deferred financing fee of $0.8 million, which increased the principal amount of the Sponsor Note by $3.4 million. In addition, for the quarter ended March 31, 2007, WCAS elected to defer the quarterly interest payment of $2.7 million plus the deferred financing fee of $0.8 million, which increased the principal amount of

the Sponsor Note by $3.5 million. Such elections required the Company to incur a deferred financing fee of 30.0% of the amount of each interest payment deferred. The Company accounts for the additional financing fees as a change in the effective interest rate of the debt. WCAS may, at its election, defer each future quarterly payment under similar terms. At March 31, 2007 and December 31, 2006, the Company had $110.7 million and $107.2 million outstanding on the Sponsor Note, respectively.

Financing Arrangements. During 2005, the Company entered into a financing arrangement for $1.8 million that pertained to computer software. At March 31, 2007, the Company had financing arrangement balances outstanding of $0.6 million, which was classified as current. This arrangement accrues interest at a fixed 8.0% rate. This arrangement has one remaining annual installment due January 2008.

Equity Line of Credit. Effective December 31, 2006, the Company and its majority shareholder, WCAS, entered into an arrangement whereby WCAS provided a commitment to purchase up to an additional $15.0 million of Series B Preferred stock for cash. No accounting recognition has been given to this right of BancTec to put its Series B Preferred stock, upon occurrence of certain events, to WCAS, primarily due to the parent/subsidiary nature of the arrangement. As of March 31, 2007, 53,333 shares of Series B Preferred stock had been purchased under this commitment for a total of $8.0 million. Dividends on these 53,333 shares of Series B preferred stock accrue quarterly at an annual dividend rate of 25% of the then "Stated Value." The Stated Value equals $150.00 per share plus accumulated and unpaid dividends. For the three months ended March 31, 2007 accrued but unpaid dividends totaled $0.5 million.

Capital Leases. During 2006, the Company entered into a capital lease for $1.3 million that pertained to imaging equipment to be used in the Company's BPO operations. The Company's interest in assets acquired under capital leases is recorded as property and equipment on the accompanying unaudited Condensed Consolidated Balance Sheets. Assets under capital lease were $2.8 million and $2.8 million as of March 31, 2007 and December 31, 2006, respectively. Amortization of assets recorded under capital leases is included in depreciation expense. Amounts due under capital leases are recorded as liabilities. The current obligations under capital leases are classified in the Current Liabilities section of the accompanying unaudited Condensed Consolidated Balance Sheets and the non-current portion of capital leases are included in Other Liabilities.

At March 31, 2007, the Company had capital lease balances outstanding of $1.6 million, of which $0.6 million was classified as current and $1.0 million was classified as long-term.

that the reporting units can be expected to generate in the future ("Income Approach") and the fair value of a reporting unit as compared to similar publicly traded companies ("Market Approach"). In preparing these valuations, management utilizes estimates to determine fair value of the reporting units. These estimates include future cash flows, growth rates, capital needs and projected margins, among other factors. Estimates utilized in future calculations could differ from estimates used in the current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill. The Company performs the annual test for impairment as of December 31, each year. No impairment of goodwill has been deemed necessary for 2007.

Components of the Company's goodwill and other intangibles include amounts that are foreign currency denominated. These goodwill amounts are subject to translation at each balance sheet date. The Company records the change to its Accumulated Other Comprehensive Loss on the accompanying unaudited Condensed Consolidated Balance Sheets.

A summary of amortizable intangible assets as of March 31, 2007 and December 31, 2006 is as follows:

	December 31, 2006
	Gross Carrying Value		Accumulated Amortization		Net
	(in thousands)
Outsourcing contract costs	$	4,489	$	526	$	3,963
Client and other intangible assets		5,871		1,160		4,711

Total amortizable intangible assets	$	10,360	$	1,686	$	8,674

Amortization related to intangible assets was $0.5 million for the three months ended March 31, 2007.

Net periodic pension costs included the following components for the three months ended March 31:

			Three Months Ended March 31,
			2007			2006
			(in thousands)
Components of net period benefits cost:
		Service cost	$	270		$	194
		Interest cost		635			413
		Expected return on plan assets		(457	)		(236	)
		Recognized actuarial loss		172			141

	Net periodic benefit cost		$	620		$	512

The Company adopted the provisions of FIN 48—Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, on January 1, 2007. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. At the adoption date and as of March 31, 2007, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.

The Company may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties have been recognized by the Company to date.

With few exceptions, the Company is no longer subject to examination for its U.S. Federal and state, foreign and local jurisdictions for years prior to 2003.

The Company's provision for income taxes for the three months ended March 31, 2007 and 2006 was $1.6 million and $1.3 million, respectively, reflecting an effective tax rate of (425.0%) and (31.4%), respectively. The effective tax rate differs from the statutory rate primarily due to the impact of different effective rates in some overseas jurisdictions and the impact of changes in the valuation allowance on net deferred tax assets.

A valuation allowance has been provided to reduce the deferred tax assets to an amount management believes is more likely than not to be realized. Expected realization of deferred tax assets for which a valuation allowance has not been recognized is based upon the reversal of existing taxable temporary differences and taxable income expected to be generated in the future. The need for a valuation allowance on deferred tax assets is evaluated on a jurisdiction by jurisdiction basis. As a result, certain of the foreign subsidiaries deferred tax assets are not reserved with a valuation allowance due to their history of profitability.

	Three Months Ended March 31,
	2007			2006
	(in thousands)
Valuation allowance at beginning of year	$	83,022		$	78,832
Release of valuation allowance		(38	)		(35	)
Loss from continuing operations		1,896			2,617

Valuation allowance at end of period	$	84,880		$	81,414

In 2007 and 2006, the Company reported its operations as three primary segments: 1) the Americas, 2) Europe, Middle East and Africa ("EMEA"), and 3) Information Technology Service Management ("ITSM").

Americas and Europe, Middle East and Africa. The Americas and EMEA offer similar systems-integration and business-process solutions and services and market to similar types of clients. The solutions offered primarily involve high-volume transaction processing using advanced technologies that capture, process and archive paper and electronic documents.

Europe, and clients include OEM providers, defense and aerospace companies, strategic outsourcing organizations, and consumer electronics manufacturers.

Until , 2007 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities registered hereby, all of which will be paid by the Registrant:

SEC Registration fee	$	11,439
Listing fee for the NASDAQ Market		*
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving expenses		*
Blue Sky fees and expenses		*
Transfer agent and Registrar fees and expenses		*
Miscellaneous expenses		*

Total	$	*

manner they reasonably believed in the best interest of the Company. Exceptions to our duty to indemnify the officers and directors include, among others, liability arising from acts or omissions (i) in the event of claims initiated or voluntarily brought by the officer or director, not by way of defense; (ii) regarding enforcement of the indemnification agreement, if not taken in good faith; (iii) resulting in claims which have been paid or are required to be paid by an insurance carrier under an insurance policy which we maintain; (iv) related to the purchase and sale by the officer or director of securities in violation of Section 16(b) of the Exchange Act; or (v) from which an officer or director may not be relieved of liability under Section 107(b)(7) of the Delaware General Corporation Law. Additionally, we have agreed to indemnify the officers and directors against court determined expenses even if an officer or director is adjudged to be liable to us, if such indemnification is not prohibited by applicable law. Furthermore, our officers or directors are entitled to receive advance amounts for expenses they incur in connection with claims or actions against them unless, except in certain situations, the expenses incurred are in connection with a criminal proceeding alleging a scheme to commit fraud; provided, however, that any amounts advanced must be repaid if it is determined that the officers or directors are not entitled to indemnification against expenses.

On February 26, 2007 we issued 53,333 shares of our Series B preferred stock to WCAS. The issuance of these shares was exempt from the registration requirements of the Securities Act pursuant to an exemption from registration provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder. We received proceeds of $8 million from the sale of such shares, which we used to for working capital and to fund general operating activities.

On June 27, 2007, we consummated a private equity placement in which we issued and sold 46,575,000 shares of our common stock, with FBR acting as initial purchaser and sole placement agent. A portion of the shares sold in the private equity placement were sold directly by us to accredited investors and non-U.S. persons in transactions exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder relating to sales not involving any public offering and Regulation S relating to offshore sales. The remainder of the shares were sold to the initial purchaser who resold the shares to persons it reasonably believed were "qualified institutional buyers" (as defined by Rule 144A under the Securities Act) or to non-U.S. persons (as defined under Regulation S of the Securities Act). We, along with FBR, received and reviewed questionnaires from potential investors regarding such investors' status as qualified institutional buyers, accredited investors and/or non-U.S. persons. Our common stock was sold only to investors that we believed were qualified institutional buyers, accredited investors and/or non-U.S. persons. Additionally, none of these sales were made by any form of general solicitation or general advertising. Finally, we took reasonable precautions to ensure that all of the purchasers were purchasing shares for their own account and were informed of the limitations on resale of the common stock through the use of appropriate disclosure and contractual representations that were obtained from the purchasers. For its role as initial purchaser and sole placement agent, FBR received a discount equal to seven percent (7%) of the aggregate consideration, or $0.56 per share. Following the closing of the private equity placement, FBR reimbursed to us an amount equal to 1% of the gross proceeds received from such offering and credited to us certain expenses.

Pursuant to the June 2007 private equity placement, we received net proceeds of approximately $345.0 million (after the initial purchaser's discount, placement fees and other offering expenses). We used approximately $91.6 million of the net proceeds to purchase and retire all of our outstanding shares of capital stock and options from our existing stockholders. Of the remaining net proceeds, we used approximately (i) $35.9 million to repay substantially all of the indebtedness then outstanding under our Revolving Credit Facility, (ii) $96.8 million to redeem in full our outstanding Senior Notes, plus accrued premium and interest thereon, (iii) $113.5 million to prepay all principal, premium and interest on our Sponsor Note, and (iv) $7.2 million for working capital and general corporate purposes.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on August 8, 2007.

The undersigned directors and officers of BancTec, Inc. hereby constitute and appoint J. Coley Clark and Jeffrey D. Cushman, each with full power to act and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement and to file the same, with all exhibits and other documents relating thereto and any registration statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act with the Securities and Exchange Commission and hereby ratify and confirm all that such attorney-in-fact or his substitute shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 8, 2007:

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum offering price per share(1)	Proposed maximum aggregate offering price	Amount of registration fee


Common Stock, $0.01 par value	46,575,000	$8.00	$372,600,000	$11,439

Common stock offered by selling stockholders		46,575,000 shares
Common stock outstanding		47,041,000 shares (includes 466,000 shares of restricted stock granted to management pursuant to our Amended and Restated 2007 Equity Inventive Plan)
Dividend policy		We do not anticipate paying cash dividends on shares of our common stock for the foreseeable future.
Use of proceeds		We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders.
Listing		Our common stock is not currently listed on any public national securities exchange. We intend to apply to list our common stock on The NASDAQ Market under the symbol " ."
Risk factors		For a discussion of factors you should consider in making an investment, see "Risk Factors" on page 11.

		Three Months Ended						Years Ended
		March 31, 2007			March 31, 2006			December 31, 2006			December 31, 2005			December 31, 2004			December 31, 2003			December 31, 2002(1)
		(in thousands, except per share data)
Statement of Operations Data:
Revenue		$	92,674		$	89,678		$	379,479		$	344,898		$	360,726		$	378,891		$	379,433
Gross profit			23,731			18,879			97,238			87,490			87,406			97,112			96,205
Operating expenses			18,865			18,340			73,321			73,935			71,598			73,242			70,968
Interest expense			(5,364	)		(4,821	)		20,326			19,166			19,098			19,473			33,080
Income (loss) from continuing operations before income taxes			(368	)		(4,192	)		3,943			(5,672	)		(3,606	)		6,456			700
Income tax expense (benefit)			1,564			1,317			4,785			1,623			13,621			(11,370	)		344
Net income (loss) from continuing operations		$	(1,932	)	$	(5,509	)	$	(842	)	$	(7,295	)	$	(17,227	)	$	17,826		$	356
Net income (loss) per share
	Basic	$	(0.13	)	$	(0.30	)	$	(0.05	)	$	(0.40	)	$	(1.19	)	$	.76		$	3.06
	Diluted	$	(0.13	)	$	(0.30	)	$	(0.05	)	$	(0.40	)	$	(1.19	)	$	0.73		$	2.94
Other Financial Data:
EBITDA(2)		$	7,534		$	4,704		$	38,163		$	28,740		$	30,687		$	46,335		$	57,478
Balance Sheet Data:
Total assets		$	230,910		$	198,818		$	212,597		$	197,214		$	216,065		$	239,515		$	231,395
Working capital (deficit)			(16,014	)		(15,158	)		(19,518	)		(5,988	)		11,531			12,337			(8,877	)
Long-term debt, less current maturities			204,682			198,466			201,841			199,063			197,823			197,823			201,723
Series A preferred stock			18,040			18,040			18,040			18,040			18,040			16,568			14,856
Series B preferred stock			22,020			13,520			13,520			13,520			13,520			10,609			8,324
Stockholders' deficit		$	(163,288	)	$	(177,232	)	$	(169,625	)	$	(171,985	)	$	(159,703	)	$	(152,636	)	$	(153,400	)

			As of March 31, 2007
			Actual			As Adjusted
			(in thousands)
Cash and cash equivalents			$	11,709		$	26,645

Revolving Credit Facility				30,348			—
Long-term debt
	Sponsor Note			110,707			—
	Senior Notes			93,975			—
Series A preferred stock—100,667 shares issued and outstanding				18,040			—
Stockholders' equity (deficit):
	Series B preferred stock—88,853 shares issued and outstanding			22,020			—
	Class A common stock—1,181,946 shares issued and outstanding at March 31, 2007			12			—
	Common stock, par value $0.01 per share—17,003,838 shares issued and outstanding as of March 31, 2007; 47,041,000 shares issued and outstanding, as adjusted			170			470
	Subscription stock warrants			3,726			—
	Additional paid-in capital			122,473			344,548
	Accumulated deficit			(296,316	)		(296,316	)
	Accumulated other comprehensive loss			(15,373	)		(15,373	)

		Total stockholders' equity (deficit)	$	(163,288	)	$	33,329

Total capitalization			$	89,782		$	33,329

		Three Months Ended						Years Ended
		March 31, 2007			March 31, 2006			December 31, 2006			December 31, 2005			December 31, 2004			December 31, 2003			December 31, 2002(1)
		(in thousands, except per share data)
Statement of Operations Data:
Revenue		$	92,674		$	89,678		$	379,479		$	344,898		$	360,726		$	378,891		$	379,433
Gross profit			23,731			18,879			97,238			87,490			87,406			97,112			96,205
Operating expenses			18,865			18,340			73,321			73,935			71,598			73,242			70,968
Interest expense			(5,364	)		(4,821	)		20,326			19,166			19,098			19,473			33,080
Income (loss) from continuing operations before income taxes			(368	)		(4,192	)		3,943			(5,672	)		(3,606	)		6,456			700
Income tax expense (benefit)			1,564			1,317			4,785			1,623			13,621			(11,370	)		344

Net income (loss) from continuing operations		$	(1,932	)	$	(5,509	)	$	(842	)	$	(7,295	)	$	(17,227	)	$	17,826		$	356

Net income (loss) per share
	Basic	$	(0.13	)	$	(0.30	)	$	(0.05	)	$	(0.40	)	$	(1.19	)	$	.76		$	3.06
	Diluted	$	(0.13	)	$	(0.30	)	$	(0.05	)	$	(0.40	)	$	(1.19	)	$	0.73		$	2.94
Other Financial Data:
EBITDA(2)		$	7,534		$	4,704		$	38,163		$	28,740		$	30,687		$	46,335		$	57,478
Balance Sheet Data:
Total assets		$	230,910		$	198,818		$	212,597		$	197,214		$	216,065		$	239,515		$	231,395
Working capital (deficit)			(16,014	)		(15,158	)		(19,518	)		(5,988	)		11,531			12,337			(8,877	)
Long-term debt, less current Maturities			204,682			198,466			201,841			199,063			197,823			197,823			201,723
Series A preferred stock			18,040			18,040			18,040			18,040			18,040			16,568			14,856
Series B preferred stock			22,020			13,520			13,520			13,520			13,520			10,609			8,324
Stockholders' deficit		$	(163,288	)	$	(177,232	)	$	(169,625	)	$	(171,985	)	$	(159,703	)	$	(152,636	)	$	(153,400	)

		Total Amounts		Less than 1 Year		1-3 Years		4-5 Years		Over 5 Years
		(in millions)
Long-term debt(1)		$	202.4	$	0.6	$	201.8	$	—	$	—
Revolving credit facility(2)			31.5		31.5		—		—		—
Interest obligations on long-term debt(1)			37.0		17.9		19.1		—		—
Capital leases			2.1		0.8		0.9		0.4		—
Operating leases (non-cancelable)			18.4		6.4		6.2		2.6		3.2

	Total Contractual	$	291.4	$	57.2	$	228.0	$	2.9	$	3.2

Unused lines of credit		$	4.3	$	4.3	$	—	$	—	$	—
Standby letters of credit			0.4		0.4		—		—		—

	Total Commercial	$	4.7	$	4.7	$	—	$	—	$	—

	Year Ended December 31, 2006
	(in thousands)
Share-based compensation expense recorded as selling, general and administrative, net of tax benefit of $0	$	249

	United States		United Kingdom		Other International		Eliminations			Consolidated
Year ended December 31, 2006
Sales to unaffiliated customers	$	225,885	$	73,403	$	80,191	$	—		$	379,479
Inter-area sales to affiliates		4,499		3,514		6,928		(14,941	)		—
Long-lived assets other than deferred taxes		104,428		9,690		5,271		(24,914	)		94,475
Year ended December 31, 2005
Sales to unaffiliated customers	$	215,939	$	55,778	$	73,181	$	—		$	344,898
Inter-area sales to affiliates		7,132		3,276		2,460		(12,868	)		—
Long-lived assets other than deferred taxes		92,601		8,248		7,828		(27,974	)		80,703
Year ended December 31, 2004
Sales to unaffiliated customers	$	234,908	$	60,625	$	65,193	$	—		$	360,726
Inter-area sales to affiliates		8,326		3,111		309		(11,746	)		—
Long-lived assets other than deferred taxes		97,409		3,185		7,826		(27,888	)		80,532

Name		Age	Position with the Company
*Executive Officers:*
	J. Coley Clark	61	President, Chief Executive Officer and Chairman of the Board of Directors
	Jeffrey D. Cushman	45	Senior Vice President and Chief Financial Officer
	Mark D. Fairchild	47	Senior Vice President and Chief Technology Officer
	Michael D. Fallin	54	Senior Vice President, Corporate Marketing and President, Americas and Emerging Markets
	Lin M. Held	51	Senior Vice President and Chief Administrative Officer
	Brendan P. Keegan	37	Senior Vice President, Strategy and Business Development and President, ITSM
	Michael D. Peplow	47	Senior Vice President and President, EMEA
*Non-Employee Directors:*
	Felipe F. Atela	51	Director
	R. Randolph Devening	65	Director
	Gary J. Fernandes	63	Director
	John R. Harris	58	Director

	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)				All Other Option Awards: Number of Securities Underlying Options (#)(2)			Grant Date Fair Value of Stock and Option Awards ($)
						Exercise or Base Price of Option Awards ($/Sh)
Name	Grant Date	Threshold($)	Target($)	Maximum($)		Exercise or Base Price of Option Awards ($/Sh)
J. Coley Clark	N/A	0	450,000	909,000
Jeffrey D. Cushman	1-1-2006 11-16-2006 N/A	0	303,846	613,769	60,000 25,000	$ $	2.25 2.25	$ $	26,400 11,000
Michael D. Fallin	N/A	0	299,039	604,059
Brendan P. Keegan	11-16-2006 N/A	0	300,000	606,000	25,000	$	2.25	$	11,000
Michael D. Peplow	1-1-2006 11-16-2006 N/A	0	258,947	523,073	50,000 25,000	$ $	2.25 2.25	$ $	22,000 11,000

		Number of Securities to be Issued Upon Exercise of Outstanding Options	Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance
Equity compensation plans approved by security holders		2,711,000	$	2.25	289,000
Equity compensation plans not approved by security holders		—		—	—

	Total	2,711,000	$	2.25	289,000

	Common Stock
Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Class
Paulson & Co. Putnam Investment Funds—Putnam VT Small Cap Value 590 Madison Avenue New York, NY 10022	4,500,000	9.6	%
Citadel Intrinsic Investments LLC 153 E 53rd Street 45th Floor New York, NY 10022	3,750,000	8.0	%
Cheyne Special Situations Fund LP Sturnoway House 13 Cleveland Row London SW1A 1DH England	3,250,000	6.9	%
CR Intrinsic Investments LLC Box 174 Mitchell House, The Valley Anguilla, BWI	2,500,000	5.3	%
J. Coley Clark	136,000	*
Felipe F. Atela
R. Randolph Devening
Gary J. Fernandes
John R. Harris
Jeffrey D. Cushman	60,000	*
Michael D. Peplow	60,000	*
Michael D. Fallin	60,000	*
Brendan P. Keegan	60,000	*
All executive officers and directors as a group (11 persons)

	Shares of Common Stock Beneficially Owned Prior to the Offering			Shares of Class A Common Stock Beneficially Owned After the Offering
			Number of Shares of Common Stock Being Offered
Name of Selling Stockholder
Name of Selling Stockholder	Number	%		Number	%

			December 31,
			2006			2005
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	9,615		$	18,540
	Restricted cash			2,542			3,205
	Accounts receivable, less allowance for doubtful accounts of $838 and $1,110 at December 31, 2006 and 2005, respectively			65,674			58,020
	Inventories, net			23,792			19,807
	Prepaid expenses			7,284			5,488
	Other current assets			329			1,115

		Total current assets		109,236			106,175
PROPERTY, PLANT AND EQUIPMENT, AT COST:
	Land			874			874
	Field support spare parts			33,017			34,853
	Systems and software			54,520			52,263
	Machinery and equipment			22,376			21,094
	Furniture, fixtures and other			10,597			9,573
	Buildings			20,769			20,716
	Construction in process			17,680			5,483

				159,833			144,856
	Less accumulated depreciation and amortization			(119,639	)		(114,932	)

		Property, plant and equipment, net		40,194			29,924
OTHER ASSETS:
	Goodwill			42,121			41,973
	Other intangible assets, less accumulated amortization of $1,160 and $297 at December 31, 2006 and 2005, respectively			4,711			5,018
	Outsourcing contract costs, less accumulated amortization of $526 at December 31, 2006			3,963			—
	Deferred income taxes			8,886			10,336
	Other assets			3,486			3,788

		Total other assets		63,167			61,115

TOTAL ASSETS			$	212,597		$	197,214

			December 31,
			2006			2005
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Current obligations under capital leases, financing arrangements and revolver		$	32,843		$	1,095
	Trade accounts payable			19,727			19,870
	Other accrued expenses and liabilities			29,252			31,293
	Deferred revenue			19,199			21,505
	Maintenance contract deposits			23,367			33,453
	Income taxes payable			4,366			4,947

		Total current liabilities		128,754			112,163
OTHER LIABILITIES:
	Long-term debt and financing arrangements			201,841			199,063
	Non-current maintenance contract deposits			3,577			11,466
	Pension liability			23,355			22,719
	Other liabilities			6,655			5,748

		Total other liabilities		235,428			238,996

		Total liabilities		364,182			351,159

COMMITMENTS AND CONTINGENCIES (Note M)
SERIES A PREFERRED STOCK—issued and outstanding, 100,667 shares at December 31, 2006 and 2005				18,040			18,040
STOCKHOLDERS' DEFICIT:
	Cumulative preferred stock—authorized, 200,000 shares of $0.01 par value at December 31, 2006 and December 31, 2005
	Series B convertible preferred stock—issued and outstanding, 35,520 shares at December 31, 2006 and 2005			13,520			13,520
	Common stock—authorized, 21,800,000 shares of $0.01 par value at December 31, 2006 and 2005:
	Common stock—issued and outstanding 17,003,838 shares at December 31, 2006 and 2005			170			170
	Class A common stock—issued and outstanding 1,181,946 shares at December 31, 2006 and 2005			12			12
	Subscription stock warrants			3,726			3,726
	Additional paid-in capital			122,904			122,655
	Accumulated deficit			(294,384	)		(293,542	)
	Accumulated other comprehensive loss			(15,573	)		(18,526	)

		Total stockholders' deficit		(169,625	)		(171,985	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	212,597		$	197,214

			Three Months Ended March 31,				Year Ended December 31,
			2007		2006		2006		2005		2004
Revenue:
	Equipment and software		34.5	%	33.9	%	35.9	%	36.7	%	38.2	%
	Maintenance and other services		65.5		66.1		64.1		63.3		61.8

		Total revenue	100.0		100.0		100.0		100.0		100.0
Cost of Sales:
	Equipment and software		19.6		19.9		20.8		21.7		25.0
	Maintenance and other services		54.8		59.0		53.6		52.9		50.8

		Total cost of sales	74.4		78.9		74.4		74.6		75.8
Gross profit			25.6		21.1		25.6		25.4		24.2
Operating Expenses:
	Selling, general and administrative		18.5		18.5		17.4		18.9		17.7
	Research and development		1.8		2.0		1.9		2.6		2.2

		Total operating expenses	20.4		20.5		19.3		21.4		19.8
Operating income			5.3		0.6		6.3		3.9		4.4
Interest expense, net			(5.7	)	(5.3	)	(5.3	)	(5.4	)	(5.1	)
Other income			0.1		—		0.0		(0.2	)	(0.3	)

Income (loss) before income taxes			(0.4	)	(4.7	)	1.0		(1.6	)	(1.0	)
Income tax provision (benefit)			1.7		1.5		1.3		0.5		3.8

Net income (loss)			(2.1	)%	(6.1	)%	(0.2	)%	(2.1	)%	(4.8	)%

	Series B Preferred Stock		Common Stock		Class A Common Stock		Subscription Warrants		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2003	$	—	$	170	$	12	$	3,726	$	127,038		$	(269,020	)	$	(14,562	)	$	(152,636	)
Series B Preferred Stock		10,609		—		—		—		—			—			—			10,609
Foreign currency translation adjustments		—		—		—		—		—			—			1,577			1,577
Net loss		—		—		—		—		—			(17,227	)		—			(17,227	)
Minimum pension liability, net of tax of $1,336		—		—		—		—		—			—			(554	)		(554	)
Series A preferred stock dividends		—		—		—		—		(1,359	)		—			—			(1,359	)
Series B preferred stock dividends		2,911		—		—		—		(2,911	)		—			—			—
Accretion of discount		—		—		—		—		(113	)		—			—			(113	)

Balance at December 31, 2004	$	13,520	$	170	$	12	$	3,726	$	122,655		$	(286,247	)	$	(13,539	)	$	(159,703	)
Foreign currency translation adjustments		—		—		—		—		—			—			(2,088	)		(2,088	)
Net loss		—		—		—		—		—			(7,295	)		—			(7,295	)
Minimum pension liability, net of tax of $1,243		—		—		—		—		—			—			(2,899	)		(2,899	)

Balance at December 31, 2005	$	13,520	$	170	$	12	$	3,726	$	122,655		$	(293,542	)	$	(18,526	)	$	(171,985	)
Foreign currency translation adjustments		—		—		—		—		—			—			2,452			2,452
Net loss		—		—		—		—		—			(842	)		—			(842	)
Minimum pension liability, net of tax of $445		—		—		—		—		—			—			501			501
Stock-based compensation expense		—		—		—		—		249			—			—			249

Balance at December 31, 2006	$	13,520	$	170	$	12	$	3,726	$	122,904		$	(294,384	)	$	(15,573	)	$	(169,625	)

Field support spare parts		2 to 5 years
Systems and software		3 to 8 years
Machinery and equipment		5 to 7 years
Leasehold improvements		Lesser of 5 to 7 years or the life of the lease
Furniture and fixtures		5 to 7 years
Buildings		40 years

Year	Amount
	(in thousands)
2007	$	32,129
2008		94,618
2009		107,223
2010		—
2011		—
Thereafter		—

	$	233,970

	Years Ended December 31,
	2006		2005
Weighted-average assumptions used to determine benefit obligations at December 31
Discount rate	5.20	%	4.75	%
Rate of compensation increase	2.50	%	2.50	%

	December 31,
	2006		2005
Domestic and overseas equities	81.1	%	65.1	%
UK government and corporate bonds	18.8	%	33.8	%
Cash	0.1	%	1.1	%

Total	100.0	%	100.0	%

Year	Amount
	(in thousands)
2007	$	6,376
2008		4,292
2009		1,927
2010		1,403
2011		1,191
Thereafter		3,217

	$	18,406

	Americas		Information Technology Service Management		Europe, Middle East, and Asia		Corp/Elims			Total
	(in thousands)
For the year ended December 31, 2006
Revenue from external clients	$	138,928	$	123,090	$	117,461	$	—		$	379,479
Intersegment revenues		4,511		176		10,254		(14,941	)		—
Segment gross profits		39,342		14,182		43,855		(141	)		97,238
Segment operating income (loss)		19,950		7,704		16,489		(20,226	)		23,917
Segment identifiable assets		91,324		27,419		55,794		38,060			212,597
Capital appropriations		5,797		2,440		1,522		12,759			22,518
For the year ended December 31, 2005
Revenue from external clients	$	114,805	$	126,143	$	103,950	$	—		$	344,898
Intersegment revenues		6,910		—		5,958		(12,868	)		—
Segment gross profits		41,175		10,041		36,411		(137	)		87,490
Segment operating income (loss)		19,921		4,478		11,626		(22,470	)		13,555
Segment identifiable assets		88,275		28,977		44,042		35,920			197,214
Capital appropriations		3,869		3,051		3,870		8,366			19,156
For the year ended December 31, 2004
Revenue from external clients	$	122,505	$	127,061	$	111,160	$	—		$	360,726
Intersegment revenues		6,191		—		5,555		(11,746	)		—
Segment gross profits		36,190		15,359		36,471		(614	)		87,406
Segment operating income (loss)		11,905		5,852		12,014		(13,963	)		15,808
Segment identifiable assets		83,600		25,552		50,553		56,360			216,065
Capital appropriations		2,153		2,088		1,725		1,286			7,252

		United States		United Kingdom		Other International		Eliminations			Consolidated
		(in thousands)
Year ended December 31, 2006
	Sales to unaffiliated clients	$	225,885	$	73,403	$	80,191	$	—		$	379,479
	Inter-area sales to affiliates		4,499		3,514		6,928		(14,941	)		—
	Long-lived assets other than deferred taxes		104,428		9,690		5,271		(24,914	)		94,475
Year ended December 31, 2005
	Sales to unaffiliated clients	$	215,939	$	55,778	$	73,181	$	—		$	344,898
	Inter-area sales to affiliates		7,132		3,276		2,460		(12,868	)		—
	Long-lived assets other than deferred taxes		92,601		8,248		7,828		(27,974	)		80,703
Year ended December 31, 2004
	Sales to unaffiliated clients	$	234,908	$	60,625	$	65,193	$	—		$	360,726
	Inter-area sales to affiliates		8,326		3,111		309		(11,746	)		—
	Long-lived assets other than deferred taxes		97,409		3,185		7,826		(27,888	)		80,532

Column A	Column B		Column C			Column D			Column E
Allowance for Doubtful Accounts	Balance at beginning of period		Additions charged to costs and expenses			Deductions (a)			Balance at end of period
Year ended December 31, 2006	$	1,110	$	981		$	1,253	(a)	$	838
Year ended December 31, 2005		931		146			33	(a)		1,110
Year ended December 31, 2004		1,126		(229	)		34	(a)		931

			March 31, 2007			December 31, 2006
			(in thousands)
CURRENT ASSETS
	Cash and cash equivalents		$	11,709		$	9,615
	Restricted cash			2,777			2,542
	Accounts receivable, less allowance for doubtful accounts of $1,020 and $838 at March 31, 2007 and December 31, 2006			71,099			65,674
	Inventories, net			27,498			23,792
	Prepaid expenses			8,951			7,284
	Other current assets			292			329

		Total current assets		122,326			109,236
PROPERTY, PLANT AND EQUIPMENT, net				42,434			40,194
OTHER ASSETS:
	Goodwill			42,121			42,121
	Other intangible assets, less accumulated amortization of $1,385 and $1,160 at March 31, 2007 and December 31, 2006			4,533			4,711
	Outsourcing contract costs, less accumulated amortization of $722 and $526 at March 31, 2007 and December 31, 2006			4,538			3,963
	Deferred income tax benefit			10,671			8,886
	Other assets			4,287			3,486

		Total other assets		66,150			63,167

TOTAL ASSETS			$	230,910		$	212,597

CURRENT LIABILITIES:
	Current obligations under capital leases, financing arrangements and revolver		$	31,645		$	32,843
	Trade accounts payable			20,490			19,727
	Other accrued expenses and liabilities			33,432			29,252
	Deferred revenue			27,397			19,199
	Maintenance contract deposits			18,197			23,367
	Income taxes payable			7,179			4,366

		Total current liabilities		138,340			128,754
OTHER LIABILITIES:
	Long-term debt			204,682			201,841
	Non-current maintenance contract deposits			3,065			3,577
	Pension liability			23,410			23,355
	Other non-current liabilities			6,661			6,655

		Total other liabilities		237,818			235,428

		Total liabilities		376,158			364,182

COMMITMENTS AND CONTINGENCIES
SERIES A PREFERRED STOCK—issued and outstanding, 100,667 shares at March 31, 2007 and December 31, 2006				18,040			18,040
STOCKHOLDERS' DEFICIT:
	Cumulative preferred stock—authorized, 200,000 shares of $0.01 par value at March 31, 2006 and December 31, 2007
		Series B preferred stock—issued and outstanding, 88,853 and 35,520 shares at March 31, 2007 and December 31, 2006		22,020			13,520
	Common stock authorized, 21,800,000 shares of $0.01 par value at March 31, 2007 and December 31, 2006:
		Common stock-issued and outstanding 17,003,838 shares at March 31, 2007 and December 31, 2006		170			170
		Class A common stock-issued and outstanding 1,181,946 shares at March 31, 2007 and December 31, 2006		12			12
	Subscription stock warrants			3,726			3,726
	Additional paid-in capital			122,473			122,904
	Accumulated deficit			(296,316	)		(294,384	)
	Accumulated other comprehensive loss			(15,373	)		(15,573	)

		Total stockholders' deficit		(163,288	)		(169,625	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	230,910		$	212,597

	March 31, 2007			December 31, 2006
	(in thousands)
Raw materials	$	10,281		$	10,128
Work-in-progress		6,886			4,656
Finished goods		24,819			23,724

		41,986			38,508
Less inventory reserves		(14,488	)		(14,716	)

Inventories, net	$	27,498		$	23,792

	Americas		ITSM			EMEA		Corp/Elims			Total
	(in thousands)
For the three months ended March 31, 2007
Revenue from external clients	$	34,882	$	27,847		$	29,945	$	—		$	92,674
Intersegment revenue		1,016		60			4,063		(5,139	)		—
Segment gross profits		10,204		3,071			10,257		199			23,731
Segment operating income (loss)		5,045		1,601			3,339		(5,119	)		4,866
Segment identifiable assets		99,160		27,270			61,841		42,639			230,910
Capital appropriations		659		502			677		2,609			4,447
For the three months ended March 31, 2006
Revenue from external clients	$	31,544	$	31,521		$	26,613	$	—		$	89,678
Intersegment revenue		1,058		29			3,361		(4,448	)		—
Segment gross profits		8,444		1,043			9,944		(552	)		18,879
Segment operating income (loss)		3,668		(645	)		3,817		(6,301	)		539
Segment identifiable assets		91,266		29,184			47,186		31,182			198,818
Capital appropriations		1,596		926			542		2,134			5,198

Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation, dated June 27, 2007.
3.2		Amended and Restated Bylaws, dated June 27, 2007.
4.1		Purchase/Placement Agreement, dated June 20, 2007, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.
4.2		Registration Rights Agreement, dated June 27, 2007, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.
4.3		Redemption and Purchase Agreement, dated June 27, 2007, by and between BancTec, Inc. and BancTec Intermediate Holding, Inc.
5.1		Opinion of Weil, Gotshal & Manges LLP.*
10.1		Employment Agreement, dated May 27, 2007, by and between the Company and J. Coley Clark.
10.2		Employment Agreement, dated May 27, 2007, by and between the Company and Jeffrey D. Cushman.
10.3		Employment Agreement, dated May 27, 2007, by and between the Company and Mark D. Fairchild.
10.4		Employment Agreement, dated May 27, 2007, by and between the Company and Michael D. Fallin.
10.5		Employment Agreement, dated May 27, 2007, by and between the Company and Lin M. Held.
10.6		Employment Agreement, dated May 27, 2007, by and between the Company and Brendan P. Keegan.
10.7		Employment Agreement, dated May 27, 2007, by and between the Company and Michael D. Peplow.
10.8		Loan and Security Agreement, dated as of May 30, 2001, by and among BancTec, Inc., Heller Financial, Inc. and the lenders party thereto.
10.9		First Amendment to Loan and Security Agreement, dated as of November 8, 2001, by and among BancTec, Inc., Heller Financial, Inc. and the lenders party thereto.
10.10		Second Amendment to Loan and Security Agreement, dated as of February 5, 2002, by and among BancTec, Inc., Heller Financial, Inc. and the lenders party thereto.
10.11		Third Amendment to Loan and Security Agreement, dated as of July 30, 2002, by and among BancTec, Inc., Heller Financial, Inc. and the lenders party thereto.

10.12		Fourth Amendment to Loan and Security Agreement, dated as of November 27, 2002, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.13		Fifth Amendment to Loan and Security Agreement, dated as of May 7, 2003, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.14		Sixth Amendment to Loan and Security Agreement, dated as of September 1, 2003, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.15		Seventh Amendment to Loan and Security Agreement, dated as of May 14, 2005, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.16		Ninth Amendment to Loan and Security Agreement, dated as of March 31, 2006, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.17		Tenth Amendment to Loan and Security Agreement, dated as of October 6, 2006, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.18		Eleventh Amendment to Loan and Security Agreement, dated as of March 21, 2007, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.19		Loan and Security Agreement—December 31, 2004 Amendment to Paragraph B of Financial Covenants Rider to Loan and Security Agreement, dated as of December 31, 2004, by and among BancTec, Inc., Heller Financial, Inc., the borrower party thereto and the lenders party thereto.
10.20		Amended and Restated 2007 Equity Incentive Plan, dated June 26, 2007.
10.21		Form 2007 Equity Incentive Plan Option Award Agreement with Executive Officers.
10.22		Form 2007 Equity Incentive Plan Option Award Agreement with Employees.
10.23		Form 2007 Equity Incentive Plan Restricted Stock Award Agreement.
10.24		Form Lock-Up Agreement, dated June 27, 2007.
10.25		Limited Remittance Processing Services Agreement, dated December 31, 2005, by and among BancTec, Inc., Electronic Data Systems Corporation and EDS Information Services L.L.C.*
10.26		Service Contract Sales Brokerage Agreement, dated September 1, 1998, by and between BancTec USA, Inc. and Dell USA, L.P., as amended.*
10.27		Services and Support Agreement, dated October 19, 1998, by and between BancTec USA, Inc. and Dell Marketing, L.P., as amended.*
21.1		Subsidiaries of the Registrant.
23.1		Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1 hereto).
23.2		Consent of Deloitte & Touche LLP.
23.3		Consent of KPMG LLP.
24.1		Power of Attorney (included on signature page hereto).

		BANCTEC, INC.
		By:	/s/ J. COLEY CLARK J. Coley Clark, Chairman and Chief Executive Officer

Name		Title

/s/ J. COLEY CLARK J. Coley Clark		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ JEFFREY D. CUSHMAN Jeffrey D. Cushman		Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)
/s/ FELIPE F. ATELA Felipe F. Atela		Director
/s/ R. RANDOLPH DEVENING R. Randolph Devening		Director
/s/ GARY J. FERNANDES Gary J. Fernandes		Director
/s/ JOHN R. HARRIS John R. Harris		Director