As filed with the Securities and Exchange Commission on December 18, 2009.

Registration No. 333-145255

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE-EFFECTIVE
AMENDMENT NO. 6
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BANCTEC, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of Incorporation or organization)		7374 (Primary standard industrial classification code number)		75-1559633 (I.R.S. Employer Identification No.)

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)

Copies to:


Alexander D. Lynch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue, New York, NY 10153 Telephone: 212-310-8971 Facsimile: 212-310-8007		D. Gilbert Friedlander Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, TX 75201 Telephone: 214-746-8178 Facsimile: 214-746-7777		Jonathan H. Talcott Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue NW, Suite 900 Washington, DC 20001 Telephone: 202-712-2806 Facsimile: 202-712-2856		Glenn W. Sturm Nelson Mullins Riley & Scarborough LLP Atlantic Station 201 17th Street NW, Suite 1700 Atlanta, GA 30363 Telephone: 404-322-6106 Facsimile: 404-322-6151

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. o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b 2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

Calculation of Registration Fee



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)

Common Stock, par value $0.01 per share	$50,000,000	$2,790

(1): Estimated solely for the purpose of computing the amount of the registration fee, in accordance with to Rule 457(o) promulgated under the Securities Act of 1933.
(2): Includes offering price of additional shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(3): Previously paid in connection with the initial filing of this registration statement on August 8, 2007.

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.

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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.

Subject to completion, dated December 18, 2009

PRELIMINARY PROSPECTUS

Shares

Common Stock

BancTec, Inc. is offering 5,500,000 shares of its common stock and the selling stockholders named in this prospectus are offering an additional shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

This is our initial public offering. We currently expect the initial public offering price of our common stock to be between $ and $ .

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on The NASDAQ Global Market under the symbol of "BTEC."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 8 of this prospectus to read about the risks you should consider before investing in our common stock.

	Per Share	Total

Public offering price	$	$
Underwriting discount	$	$
Proceeds before expenses to us	$	$
Proceeds before expenses to the selling stockholders	$	$

We have granted the underwriters the right to purchase up to additional shares of our common stock at the public offering price, less the underwriting discount, solely to cover over-allotments, if any. The underwriters can exercise this right at any time within 30 days after the date of our underwriting agreement with them.

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.

The underwriters expect to deliver the shares of our common stock to purchasers against payment on or about .

The date of this prospectus is .


FBR Capital Markets
Needham & Company, LLC		D.A. Davidson & Co.

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PROSPECTUS SUMMARY

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 8 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," "we," "our," and "us" refer to BancTec, Inc. and its consolidated subsidiaries.

About BancTec

We provide payment processing and document and content processing services and solutions, helping our clients automate their businesses and optimize their management of information. We offer our clients business process outsourcing ("BPO") services and in-house business solutions, including software and hardware products and professional services and maintenance. Our offerings are built around proprietary technology and industry knowledge that we have developed during three decades of working closely with our clients. We serve over 1,600 clients with operations in 55 countries and that compete in industries including banking, insurance, government, healthcare, utilities, telecommunications and transportation and logistics.

Our Industry

In today's challenging corporate environment, businesses that process high volumes of payments, documents and other content are continually driven to improve their operating efficiencies and manage their expenditures carefully. In addition, legislation such as the Check Clearing for the 21^st Century Act ("Check 21"), the Sarbanes-Oxley Act of 2002 ("SOX") and the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), have increased the importance of information security practices and internal controls. Increasingly, businesses with high volumes of payments, documents and other content are outsourcing the task of payment processing and document and content processing to third-party service providers. BPO allows businesses to outsource the management of complex technologies, improve operational efficiencies, reduce cost and focus on their core competencies. NelsonHall estimates that the global BPO market in 2008, which includes the market for our BPO services, was $311.0 billion growing at a 10.1% compounded annual growth rate to $456.6 billion in 2012. Based on this global BPO market estimate, we believe the addressable market opportunity for our payment processing BPO services in 2008 was approximately $6.9 billion, growing at an 8.9% compounded annual growth rate to $9.7 billion in 2012, and the addressable market opportunity for our document and content processing BPO services in 2008 was approximately $20.6 billion, growing at a 10.8% compounded annual growth rate to $31.1 billion in 2012.

Our Solution

Whether delivered as a BPO service or an in-house business solution, our software, hardware and process expertise helps our clients improve throughput, accuracy, cost, exception handling and data delivery. Our payment processing services and solutions bring speed and efficiency to billing and processing of remittances, checks and giros, accounts payable, tax payments and healthcare payments. Our document and content processing services and solutions use recognition technology to capture and process various types of information, including machine print, handwriting, signatures, pictures and bar codes. We offer services and solutions for processing high-volume, complex, business transactions, including account origination, scan-to-archive transactions and processing of loans, credit cards, claims and inbound correspondence.

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Our Strategy

•: Grow Recurring Revenue. We seek to establish and maintain long-term relationships with our clients by entering into multi-year contracts that include the payment of monthly or transactional fees, which enables us to generate recurring revenue.
•: Expand Existing Client Relationships. We believe we provide our clients with quality service and a compelling value proposition. By leveraging our strong relationships with the senior-level management teams of many of our clients, we believe we have an opportunity to expand the services and solutions used by our existing clients and to increase our revenue.
•: Invest in Product Development and Intellectual Property. Our services and solutions grew out of our own research and development efforts. We intend to continue to make significant research and development expenditures to develop new and innovative services and solutions and enhance our competitive position.
•: Pursue Strategic Acquisitions. We seek to expand our capabilities and geographic footprint through acquisitions of businesses and products that complement our client offerings, allow us to better penetrate our target markets and expand our client base.

Clients

Our clients are large national and multinational corporations that are focused on the need for more efficient and cost effective methods of payment processing and document and content processing. Our BPO clients that account for annual revenue of over $2.7 million include Aflac, Inc. ("Aflac"), Hewlett-Packard Company's HP Enterprise Services division (formerly Electronic Data Systems) ("EDS"), Discover Financial Services ("Discover"), HBOS plc ("HBOS") and The Governor and Company of the Bank of Ireland ("Bank of Ireland"). Our business solutions clients that account for annual revenue of over $2.7 million include EDS, Bank of America N.A. ("Bank of America"), U.S. Bancorp ("U.S. Bank"), JPMorgan Chase & Co. ("JPMorgan Chase"), and Automated Document Solutions Corporation ("ADS"). To reach our clients, we primarily rely on our direct sales force, and use indirect channels to complement our direct sales distribution. For the nine months ended September 30, 2009, sales from our North, Central and South America (the "Americas") operations accounted for 54.0% of our total revenue while sales from our operations in Europe, the Middle East and Africa ("EMEA") accounted for 46.0%.

Corporate Information

Our principal executive offices are located at 2701 E. Grauwyler Road, Irving, Texas 75061 and we maintain a regional headquarters facility in London, United Kingdom. We operate in 14 countries out of five major BPO facilities and 14 satellite BPO facilities. Our website is www.banctec.com and our main telephone number is (972) 821-4000. 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.

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THE OFFERING


Common stock offered by us		5,500,000 shares (or 6,325,000 shares if the underwriters exercise their over-allotment option in full)
Common stock offered by the selling stockholders		shares
Common stock to be outstanding after this offering(1)		22,562,499 shares (or 23,387,499 shares if the underwriters exercise their over-allotment option in full)
Dividend policy		We have not historically paid dividends and we do not anticipate paying cash dividends on shares of our common stock for the foreseeable future.
Use of proceeds		We intend to use the proceeds of the offering to pay down the outstanding balance on our Revolving Credit Facility, as defined herein, and to use the balance for general corporate purposes, including working capital and capital expenditures. See "Use of Proceeds."
Listing		Our common stock is not currently listed on any public national securities exchange. We have applied to list our common stock on The NASDAQ Global Market under the symbol "BTEC."
Risk factors		For a discussion of factors you should consider in making an investment, see "Risk Factors" on page 8.

(1): The number of shares outstanding after this offering is based on 17,062,499 shares of common stock outstanding as of December 17, 2009. This includes 1,537,422 shares of restricted stock granted pursuant to our Equity Incentive Plans, as defined herein, and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, as defined herein, and excludes 113,780 restricted stock units granted pursuant to the 2007 Director Plan, in each case, as of December , 2009.

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SUMMARY CONSOLIDATED FINANCIAL DATA

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, 2008, 2007 and 2006 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the years ended December 31, 2005 and 2004 have been derived from our audited financial statements with consideration to the discontinued operations of our information technology services management ("ITSM") division. The financial data for the nine months ended September 30, 2009 and 2008 have been derived from our unaudited condensed consolidated financial statements and notes thereto. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods. The interim results set forth below are not necessarily indicative of expected results for the year ending December 31, 2009 or for any other future period.

The financial data presented below, and throughout this prospectus, has been adjusted to reflect the January 2009 sale of our ITSM division in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10, formerly Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." See "Note A—Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements included elsewhere in this prospectus.

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

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and the Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus.

				Nine Months Ended September 30,						Years Ended December 31,

				2009			2008			2008			2007			2006			2005			2004
					(in thousands, except per share data)
Statement of Operations Data:
	Revenue
		Equipment and software		$	51,094		$	54,851		$	74,434		$	97,667		$	92,136		$	80,853		$	92,096
		Software services			26,262			33,819			43,521			44,650			43,999			45,805			45,746
		Maintenance and other services			55,391			69,200			90,142			95,879			91,462			83,465			87,471
		Business process outsourcing			66,830			45,759			63,823			37,283			28,792			8,633			8,352

			Total revenue		199,577			203,629			271,920			275,479			256,389			218,756			233,665

	Gross profit				53,287			57,899			76,219			88,864			83,056			77,450			68,805
	Operating expenses
		Research and development			2,884			4,003			5,179			6,506			7,275			8,823			7,768
		Selling, general and administrative			50,390			57,548			79,102			73,669			59,568			59,550			49,077
		Goodwill impairment			—			—			23,442			—			—			—			—

			Total operating expenses		53,274			61,551			107,723			80,175			66,843			68,373			56,845

	Operating (loss) income				13			(3,652	)		(31,504	)		8,689			16,213			9,077			11,960
	Other income (expenses)(1)				(3,969	)		(1,464	)		503			(15,626	)		(20,104	)		(18,850	)		(19,545	)

	Loss from continuing operations before income tax				(3,956	)		(5,116	)		(31,001	)		(6,937	)		(3,891	)		(9,773	)		(7,585	)
	Income tax expense (benefit)				2,295			4,219			2,355			6,613			3,875			1,242			13,589

	Net loss from continuing operations			$	(6,251	)	$	(9,335	)	$	(33,356	)	$	(13,550	)	$	(7,766	)	$	(11,015	)	$	(21,174	)

	Net loss per share from continuing operations
		Basic and diluted		$	(0.31	)	$	(0.52	)	$	(2.15	)	$	(1.51	)	$	(1.28	)	$	(1.82	)	$	(3.49	)

Other Financial Data:
	Adjusted EBITDA(2)			$	16,203		$	13,558		$	18,170		$	22,570		$	28,346		$	20,543		$	24,342

	September 30, 2009

	Actual		As Adjusted(3)
		(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	16,447
Total assets		204,253
Revolving credit facility	$	43,944
Long-term debt, less current maturities		4,358
Total liabilities		129,698
Stockholders' equity		74,555

(1)

Other income includes interest expense, interest income, and sundry expenses, which are comprised of exchange rate gains and losses and other miscellaneous expenses.

(2)

We define Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) as net income (as calculated under generally accepted accounting principles ("GAAP") in the United States) plus net interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense and goodwill impairments. Other companies may calculate Adjusted EBITDA differently than we calculate Adjusted EBITDA. We have provided Adjusted EBITDA because we believe it will help investors and analysts evaluate our operating performance because:

•: securities analysts and other interested parties use it as a measure of financial performance and debt service capabilities;

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•: it facilitates management's ability to measure operating performance of our business because it assists us in comparing our operating performance on a consistent basis, given that it removes the effect of items not directly resulting from our core operations;
•: it is used by our management for planning purposes, including the preparation of our internal annual operating budget and the calculation of our ability to borrow under our amended and restated revolving credit facility (as amended, the "Revolving Credit Facility") with General Electric Capital Corporation ("GE Capital") and Wells Fargo Foothill, LLC ("Wells Fargo") (with further adjustments as required under the terms of our Revolving Credit Facility);
•: it is used by our management to allocate resources to enhance the financial performance of our business;
•: it is used by our management to evaluate the effectiveness of our operational strategies;
•: it is used by our board of directors and management for determining certain management compensation targets and thresholds; and
•: we adopted ASC 718, formerly SFAS 123(R), "Share-Based Payment," on January 1, 2006 and recorded stock-based compensation expense of approximately $4.2 million, $2.5 million and $0.3 million for the years ended December 31, 2008, 2007 and 2006, respectively. There was no stock based compensation recorded for the years ended December 31, 2005 or 2004. We recorded stock based compensation of $4.0 million and $2.8 million for the nine months ended September 30, 2009 and 2008, respectively. Prior to January 1, 2006, we accounted for stock-based compensation using the intrinsic value method under Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," which resulted in zero stock-based compensation expense. By comparing our Adjusted EBITDA in different historical periods, our investors can evaluate our operating results without the additional variations caused by stock-based compensation expense, which is not comparable from year to year due to changes in accounting treatment and is a non-cash expense that is not a key measure of our operations.

Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP, such as net income, income from operations or cash provided by operating activities. Some of the limitations on Adjusted EBITDA's usefulness include:

•: it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•: it does not reflect changes in, or cash requirements for, working capital;
•: it does not reflect significant interest expense, or the cash requirements necessary to service interest or principal payments on our revolving credit facility;
•: it does not reflect payments made or future requirements for income taxes;
•: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and
•: because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to Adjusted EBITDA measures of other companies.

Management compensates for these limitations by primarily relying on GAAP results and relying on Adjusted EBITDA only supplementally.

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The following table provides a reconciliation of Adjusted EBITDA to our net income for the periods indicated as calculated and presented in accordance with GAAP:

	Nine Months Ended September 30,						Years Ended December 31,

	2009			2008			2008			2007			2006			2005			2004
		(in thousands)
Net income (loss) from continuing operations	$	(6,251	)	$	(9,335	)	$	(33,356	)	$	(13,550	)	$	(7,766	)	$	(11,015	)	$	(21,174	)
Tax provision (benefit)		2,295			4,219			2,355			6,613			3,875			1,242			13,589
Interest income		(171	)		(185	)		(219	)		(747	)		(213	)		(708	)		(718	)
Interest expense		3,073			2,470			3,583			14,964			20,192			19,146			19,015
Outsourcing contract cost amortization		2,548			2,136			2,883			2,298			526			—			—
Long-term asset depreciation		267			—			—			—			—			—			—
Depreciation and amortization		10,432			11,411			15,299			10,491			11,483			11,878			13,630
Stock-based compensation		4,010			2,842			4,183			2,501			249			—			—
Goodwill impairment		—			—			23,442			—			—			—			—

Adjusted EBITDA	$	16,203		$	13,558		$	18,170		$	22,570		$	28,346		$	20,543		$	24,342

(3): These amounts reflect balance sheet data as of September 30, 2009, as adjusted for the application of proceeds received by us from the sale of 5,500,000 shares of our common stock (excluding the additional shares offered by the selling stockholders) in this offering (based on an assumed offering price of $ per share and assuming the underwriters do not exercise their over-allotment option) after deducting underwriting discounts and commissions, estimated offering expenses payable by us and the application of the net proceeds from this offering as described under "Use of Proceeds."

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RISK FACTORS

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 our stockholders could lose some or all of their investment.

Risk Factors Relating to Our Business

We have experienced net losses and may not be able to achieve and sustain profitability in the future.

We have incurred net losses during the last five fiscal years and for the nine months ended September 30, 2009. We have also historically been unable to generate sufficient cash flow to meet obligations and sustain operations without obtaining additional external financing. Additionally, our cash flows may be insufficient to meet expenses relating to the further development of our services and solutions offerings. If we are unable to achieve profitability in the near term, we may need to fund shortfalls in our liquidity needs with borrowings under our Revolving Credit Facility or through debt or equity financings. We may not have adequate availability under our Revolving Credit Facility for such borrowing. In addition, we may not be able to complete future debt or equity financings on a timely basis and under acceptable terms, or at all. Our ability to achieve profitability is dependent upon, among other things, the successful implementation of our business strategy and our ability to compete with other providers of BPO services and business solutions. There can be no assurance that our efforts will be successful or that we will ultimately be able to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to achieve and sustain profitability, the market value of our common stock will likely decline.

If our services or solutions become obsolete or less competitive or are not accepted by the market, our business, ability to become profitable and financial condition could be materially adversely affected.

The strength of our overall business depends in part on our ability to develop services and solutions based on new or evolving technology and the market's acceptance of those services and solutions. Our industry is characterized by continuing improvement in technology, which results in frequent introduction of new services and solutions, short product life cycles and continual improvement in price/performance characteristics. We must incorporate these new technologies into our services and solutions in order to remain competitive. 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 services and solutions in a timely manner, that those services and solutions will meet or exceed generally accepted industry standards or that those services and solutions will achieve market acceptance. Further risks inherent in the development and introduction of new services and solutions include the uncertainty of price-performance relative to products and services of competitors, competitors' responses to our introductions and the desire by clients to evaluate new services and solutions for extended periods of time. In addition, we may not be able to continue to manage our technological transitions. A failure on our part to effectively manage the transition of our services and solutions to new technologies on a timely basis could have a material adverse effect on our revenue and our business. 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.

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In addition, our business depends on technology trends in our clients' businesses. Many of our traditional services and solutions 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 and document and content processing services and solutions is highly competitive, rapidly evolving and subject to significant technological change, and we expect competition to increase. The pressures we face from technological and competitive trends may have a material adverse effect on our business, financial condition and results of operations.

The market for our services and solutions is highly competitive, and our inability to compete with other providers of BPO services and hardware and software products and services and solutions could harm our revenue and ability to become profitable.

The BPO services and hardware and software products and services and solutions industries are each highly competitive. Some of our competitors have greater resources, financial and otherwise, and may develop solutions or services which may make our offerings obsolete or less competitive. We compete primarily on the following factors: 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 which are 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 services and solutions 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.

If we fail to successfully implement our business strategy, including expansion of our sources of recurring revenue and continued growth of our BPO services, we may be unable to sustain our historical growth rate and unable to become profitable.

Our ability to grow revenues at a pace necessary to become profitable requires that we continue to enter into long-term contracts with new and existing clients that require the payment of monthly fees and/or daily transactional fees and that we continue to transition our business away from the sale of products and towards an increased offering of BPO services. In order to expand the market for our BPO services business, we must be able to leverage our existing technology, service and industry-specific solutions. To the extent we fail to persuade new or existing clients to enter into long-term contracts, we will be unable to implement our business strategy. As a result, our revenue, ability to become profitable, results of operations and financial condition may be materially impaired.

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Protection of our intellectual property is limited, and any misuse of our intellectual property by others could harm our business, reputation and competitive position.

We protect our proprietary information, in part, by requiring certain of our employees to enter into agreements providing for the maintenance of confidentiality and the assignment of rights to inventions made by them while employed by us. We also enter into non-disclosure and invention assignment agreements with certain of our technical consultants to protect our confidential and proprietary information. We cannot assure you that our confidentiality agreements with our employees and consultants will not be breached, that we will be able to effectively enforce these agreements, that we will have adequate remedies for any breach of these agreements, or that our trade secrets and other proprietary information will not be disclosed or will otherwise be protected.

We also rely on contractual and license agreements with third parties in connection with their use of our technology, products and services. There is no guarantee that such parties will abide by the terms of such agreements or that we will be able to adequately enforce our rights. Protection of confidential information, trade secrets and other intellectual property rights in the markets in which we operate and compete is highly uncertain and may involve complex legal questions. We cannot completely prevent the unauthorized use or infringement of our confidential information or intellectual property rights, as such prevention is inherently difficult. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our confidential information and intellectual property protection. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, revenue, reputation and competitive position could be materially adversely affected.

We may be subject to claims that our services or solutions violate the patents or other intellectual property of others, which would be costly and time consuming to defend. If our services and solutions are found to infringe the patents or other intellectual property rights of others, we may be required to change our business practices or pay significant costs and monetary penalties.

Our services and solutions may infringe upon the patents or other intellectual property rights of others. Our industry is characterized by frequent claims of patent or other intellectual property infringement. We cannot be sure that our services and solutions, or the products of others that we offer to our clients, do not infringe upon the patents or other intellectual property rights of third parties, and we may have infringement claims asserted against us or our clients. If others claim that we have infringed upon their patents or other intellectual property rights, we could be liable for significant damages and incur significant legal fees and expenses. In addition, we have agreed to indemnify many of our clients against claims that our services and solutions infringe upon the proprietary rights of others. In some instances, the amount of these indemnities may be greater than the revenues we receive from the client. Regardless of merit, any such claims could be time-consuming, result in costly litigation, be resolved on terms unfavorable to us, damage our reputation or require us to enter into royalty or licensing arrangements. Such results could limit our ability to provide a service or product to our clients and have a material adverse effect on our business, results of operations or financial condition.

We are aware of patent enforcement litigation centered around U.S. patents 5,910,988 and 6,032,137 that could apply to our business. The litigation involves process patents for payment processing systems that capture data remotely, and encrypt and transmit the data to a central location for processing and storage. If the patent holder sues us for patent infringement, the defense of such a lawsuit would be costly and time consuming and could divert management's attention. An adverse

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determination in any such litigation could subject us to significant liabilities, including treble damages, require us to license the patented technology, require us to cease using such technology or prohibit us from providing some of our services or solutions. We have received a notice that a client may in the future seek indemnification for alleged patent infringement related to such patent enforcement litigation with respect to services we are providing under a client contract. If we are required to defend or indemnify the client, such actions could be time-consuming and costly to defend and may result in a settlement that may be expensive and adversely affect our ability to provide certain services or products as a part of our business. Any of these outcomes could have a material adverse effect on our business, financial condition or results of opertions.

We have not registered copyrights for our products, which may limit our ability to enforce them.

We have not registered copyrights for any of our software, written materials or other copyrightable works. The United States Copyright Act automatically protects all of our copyrightable works, but, without registration, we cannot enforce those copyrights against infringers or seek certain statutory remedies for any such infringement. Preventing others from copying our products, written materials and other copyrightable works is important to our overall success in the marketplace. In the event we decide to enforce any of our copyrights against infringers, we will first be required to register the relevant copyrights, and we cannot be sure that all of the material for which we seek copyright registration would be registrable, in whole or in part, or that, once registered, we would be successful in bringing a copyright claim against any such infringers.

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 our systems is 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 of our 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:

•: cause our clients to lose confidence in, and deter them from using, our services;
•: deter potential clients from using our services;
•: harm our reputation;
•: expose us to liability;

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•: increase our expenses from potential remediation costs; and
•: decrease market acceptance of electronic commerce transactions.

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.

While we use 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 may have a material adverse effect on our business, results of operations and financial condition.

Our ability to increase our borrowing capacity or raise additional capital for future needs, including general liquidity needs, could impair our ability to continue to do business or to expand our business and will impact our ability to compete in the markets we serve.

General economic conditions, decreased revenue from our maintenance contracts, and capital required to support revenue growth could have a material impact on our future liquidity. As of September 30, 2009, we have approximately $10 million available under our Revolving Credit Facility. The Revolving Credit Facility provides for a secured revolving line of credit up to the lesser of $55 million or 2.0 times EBITDA, as defined in such agreement, with a $10 million letter of credit sub-limit and a $45 million incremental facility. We are not currently in discussions with any additional prospective lenders. We are permitted under the terms of our Revolving Credit Facility to pursue leasing of up to $10 million in assets from other lessors. To date, we have leased approximately $3.15 million of assets from such third party lessors. We can provide no assurances that additional borrowing or leasing capacity can be obtained, or whether any will be obtained on terms acceptable to us, in the future. If we cannot obtain additional borrowing or leasing capacity, we may face liquidity problems.

Additionally, we may require additional capital to purchase assets, complete strategic acquisitions, repurchase shares on the open market or for our general liquidity needs. Declines in our credit rating, limits on our ability to sell additional shares or unusual volatility or uncertainty in the capital market 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, the price of our stock and our ability to compete in the markets we serve.

We are subject to risks related to our international 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. In 2008, 48.4% of our revenue was derived from international markets and we hope to expand the volume of the services and solutions that we provide internationally. Worldwide, we have operations in 14 countries in North America and Europe and personnel in 11 countries. We serve over 1,600 clients who have operations in 55 countries. Our international operations subject us to additional risks, including:

•: uncertainties concerning import and export license requirements, tariffs and other trade barriers;
•: restrictions on repatriating foreign profits back to the United States;
•: changes in foreign policies and regulatory requirements;
•: inadequate intellectual property protection in foreign countries;

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•: changes in, or unexpected interpretations of, intellectual property laws in any country in which we operate;
•: difficulties in staffing and managing international operations;
•: taxation issues;
•: currency fluctuations;
•: political, cultural and economic uncertainties; and
•: potential disruption due to terrorist threat or action in certain countries in which we operate.

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.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting and will be subject to other requirements that will be burdensome and costly. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results, prevent financial fraud or prevent unauthorized use of our assets. As a result, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

We have historically operated our business as a private company. After this offering, we will be required to file with the SEC annual and quarterly information and other reports that are specified in Section 13 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we will become subject to other reporting and corporate governance requirements, including the requirements of The Nasdaq Stock Market, and certain provisions of SOX and the regulations promulgated thereunder, which will impose significant compliance obligations upon us. As a public company, we will be required to:

•: prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and the rules of The Nasdaq Stock Market;
•: create or expand the roles and duties of our board of directors and committees of the board;
•: institute more comprehensive financial reporting and disclosure compliance functions;
•: supplement our internal accounting and auditing function, including hiring additional staff with expertise in accounting and financial reporting for a public company;
•: enhance and formalize closing procedures at the end of our accounting periods;
•: establish an internal audit function;
•: enhance our investor relations function;
•: establish new internal policies, including those relating to disclosure controls and procedures; and
•: involve and retain to a greater degree outside counsel and accountants in the activities listed above.

These changes will require a significant commitment of additional resources. We may not be successful in implementing these requirements and implementing them could adversely affect our business or results of operations. In addition, if we fail to implement the requirements with respect to

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our internal accounting and audit functions, our ability to report our results of operations on a timely and accurate basis could be impaired.

Upon effectiveness of the registration statement of which this prospectus forms a part, we will be required to include in our annual report on Form 10-K for the year ending December 31, 2010 our assessment of the effectiveness of our internal control over financial reporting pursuant to the requirements of Section 404 of SOX. If we fail to develop and maintain an effective system of internal controls and to develop reliable financial reports, prevent financial fraud or prevent unauthorized use of our assets, our ability to obtain subsequent financing, as well as our stock price, could be adversely affected.

We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. In conjunction with our 2008, 2007 and 2006 year-end audits, our independent auditors noted significant deficiencies in our financial processes and reporting process. These significant deficiencies were specifically related to the lack of sufficient oversight and monitoring controls, including process level close control activities involving reconciliation of account balances and their review, financial reporting including goodwill impairment and UK pension asset valuation, general computer controls, inventory controls, entity level risk assessment, review of journal entries and segregation of duties. 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 hired additional accounting personnel throughout 2008, 2007 and 2006. Additionally, we commenced implementation of new policies in the second quarter of 2006 and continued to refine the relevant controls into 2009 in conjunction with our SOX-related preparation activities. We have developed a plan to implement an enterprise resource planning ("ERP") system from SAP AG ("SAP") throughout Europe and Canada by June 2010. This will allow us to have one integrated financial system worldwide, thus improving our financial reporting and internal control environment. We have also engaged Protiviti Inc. to assist us in our SOX-related preparation activities. We are currently automating the financial close process by implementing a SAP add-on software package called Business Planning and Consolidations. This new application will allow better oversite and controls and also improve the timeliness of reporting.

Significant deficiencies involving controls over physical inventory were identified in conjunction with the 2006 year-end audit. Due to implementation of a new United States ERP system, the comprehensive cycle count program temporarily ceased. The cycle count process was restarted in 2007 and continues through the current period. As noted by a significant deficiency for 2007, the cycle count process lacked a statistical sampling methodology, error extrapolation documentation and pre-determined error thresholds. During 2008, the cycle count process was addressed and a formalized, documented methodology was created. As the process was not rolled out until January 2009, a significant deficiency was also noted for the 2008 year-end audit.

Significant deficiencies involving the design and implementation of general computer controls for domestic SAP applications were identified in conjunction with our 2008, 2007 and 2006 year-end audits. Corrective and necessary security and access controls have been implemented in connection with our new ERP implementation and were also partially addressed in 2008 as a part of our implementation of controls for SOX compliance. All general computer controls significant deficiencies that existed up to and including 2008 were remedied in January 2009.

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.

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Complying with Section 404 of SOX and other requirements for public companies 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 of 1933, as amended (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 New York Stock Exchange or The NASDAQ Stock Market, 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, 2010. 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 likely require additional financial and management resources.

We use estimates and assumptions in entering into our services contracts, and results that differ from these 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

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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 included elsewhere in this prospectus.

Our operations are subject to numerous U.S. and foreign laws, regulations and restrictions affecting our services, solutions, 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 our services and solutions offerings are subject to U.S. federal, state and local regulation, as well as regulation outside the United States. 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 and our clients are subject to U.S. and international financial services 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.

The services and solutions we provide may require changes, or new services and solutions may become necessary, due to changes in laws and regulations applicable to our clients.

The products and services offered by the financial institution clients we serve are subject to numerous laws and regulations. To the extent those laws and regulations change or new laws and regulations are enacted, we may need to change our services and solutions to meet client needs. We cannot predict the extent to which legislative or regulatory changes will require us to change our services or develop new services, or the costs to us of such changes.

We may experience development delays, software defects or installation difficulties, which could harm our business and reputation and may 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.

Many of our clients are in the financial services sector, and the continuing weakness in the capital and credit markets may cause them to reduce spending on or stop purchasing our services and solutions. If that occurs, our business could be materially adversely affected.

A large portion of our customer base is in the financial services sector or in related businesses. The financial services industry is still undergoing unusual stress due to of the well-publicized deterioration of the credit markets and general economic downturn during 2008 and 2009. Consolidation of the banking industry, whether as a result of economic conditions or changes in law,

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could also reduce the number of new clients available to us. We cannot predict how the industry as a whole or how our customer base will emerge from this unprecedented series of events or how it may affect their spending patterns with respect to our products or services. Likewise, we cannot predict how any new government legislation or regulations may affect our clients or their spending patterns. If our clients reduce their purchases of our services and solutions, or cease doing business with us, our business could be materially adversely affected.

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. 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 fluctuate significantly, making it difficult to predict our future operating results or to achieve our earnings forecasts.

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 services and solutions, new product introductions, product obsolescence, varying product mix, foreign currency exchange rates, competition, unusual economic stress and uncertainty in the credit markets. 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 fluctuations in the demand for our services and solutions from quarter-to-quarter and may continue to experience similar results in the future. Because of the cyclical and unpredictable nature of corporate purchasing decisions, any one fiscal quarter may result in unpredictable fluctuations of our quarterly sales results throughout the fiscal year. Consequently, our results of operations may vary significantly from period to period, affecting our cash flow and liquidity.

As a result of our significant foreign operations, our reported results will be affected by fluctuations in the exchange rates between the U.S. dollar and various foreign currencies.

A significant portion of our revenue is earned in non-U.S. currencies, especially the Pound Sterling and the Euro. Additionally, transactions between us and our international subsidiaries are denominated in U.S. Dollars and certain transactions between our subsidiaries are denominated in local currencies. As a result, we have certain exposures to exchange rate risk. Therefore, our reported results from quarter-to-quarter will be affected by changes in the exchange rates between these currencies. For example, any appreciation in the value of the U.S. Dollar in relation to the value of the local currency will adversely affect our revenues from our foreign operations when translated into U.S. Dollars. Similarly, any appreciation in the value of the U.S. Dollar in relation to the value of the local currency of those countries where our products are sold will increase our costs in our foreign operations, to the extent such costs are payable in foreign currency, when translated into U.S. Dollars. This exchange rate risk could have a material adverse effect on our business, results of operations and financial condition. We do not have any hedging with respect to foreign exchange activity.

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

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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 United States. 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.

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

The demand for paper payment processing solutions continues to decline due to market trends, including reduced check volume, check truncation, and the passage of Check 21. Check 21 is a federal law that is designed to enable banks to handle more checks electronically by facilitating the use of check truncation, the process by which a check is converted into a digital image, which, when reprinted, serves as the official record of the check. Check 21 became effective in October 2004. This continued decline in the volume of paper transactions will likely adversely affect revenues from certain of our traditional product offerings.

Our top ten clients in continuing operations accounted for approximately 36.6% and 33.3% of our revenue for the nine months ended September 30, 2009, and the year ended December 31, 2008, respectively. If more than one of our key clients were to cease doing business with us, or if there were a significant reduction in the volume or profitability of their business with us, our revenue and profitability could 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 36.6% for the nine months ended September 30, 2009 and 33.3%, 33.9% and 57.3% of our revenue for the years ended December 31, 2008, 2007, and 2006, respectively. During the nine months ended September 30, 2009 and the year ended December 31, 2008, we derived 12.2% and 8.9%, respectively, of revenue from a single client, EDS. The loss of EDS or any other key client could 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 clients 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.

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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 BPO services, hardware manufacturing and software development industries and has led our transformation into a services and solutions 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.

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 at levels that will permit recovery of our costs, and may adversely affect our results of operations and cash flow.

Future strategic acquisitions may not be successful.

We may pursue growth through the acquisition of companies or assets, both in the United States 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).

To finance future acquisitions, we may need to raise funds either by issuing additional equity securities or incurring debt. If we issue additional equity securities, such sales could reduce the current value of our stock by diluting the ownership interests of our stockholders. If we incur additional debt, the related interest expense may significantly reduce our profitability. Additionally, we are likely to use purchase accounting for future acquisitions and the related amortization expense associated with goodwill and purchased intangibles may significantly reduce our profitability.

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

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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 any of 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 and an increase in costs, which could have a material adverse effect on our business, financial condition and results of operations.

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 services or solutions, 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 services and solutions for sales to foreign governments, foreign commercial clients or foreign destinations. Failure to receive required licenses or authorizations could hinder our ability to export our services and solutions 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 services and solutions may be negatively impacted which would have a material adverse effect on our business and results of operations.

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.

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.

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Risks Related to this Offering and Our Common Stock

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 public market for our common stock. An active market for our common stock may not develop or may not be sustained. We have applied to have our common stock listed on The NASDAQ Global 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 and cause your investment to lose value include:

•: actual or anticipated variations in our quarterly operating results;
•: changes in our earnings estimates;
•: publication (or lack of publication) of research reports about us;
•: increases in market interest rates, which may increase our cost of capital;
•: changes in applicable laws or regulations, court rulings, enforcement and legal actions;
•: changes in market valuations of similar companies;
•: adverse market reaction to any increased indebtedness we incur in the future;
•: additions or departures of key management personnel;
•: actions by our stockholders;
•: speculation in the press or investment community; and
•: general market and economic conditions.

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 September 30, 2009, we had a total of 17,062,499 shares of common stock outstanding, which include restricted shares of 1,537,422 granted to management and certain employees pursuant to our Second Amended and Restated 2007 Equity Incentive Plan (the "2007 Equity Incentive Plan") and our 2008 Equity Incentive Plan (the "2008 Equity Incentive Plan," and, together with the 2007 Equity Incentive Plan, the "Equity Incentive Plans") and 6,252 shares of restricted stock granted to our non-employee directors pursuant to our 2007 Non-Employee Director Equity Plan ("2007 Director Plan"). The outstanding shares of common stock do not include 113,780 restricted stock units granted pursuant to the 2007 Director 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 registration statement of which this prospectus forms a part, or the perception that these sales may

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occur, could cause the market price of our common stock to decline and impair our ability to raise capital.

The sales price per share of our common stock effected through The PORTAL Market may not accurately reflect its actual value following the effectiveness of the registration statement of which this prospectus forms a part.

The last reported sale price per share of our common stock effected through The PORTAL Market, which occurred on July 8, 2009, was $5.00. This price is not an offer to sell shares of our common stock at such price. Participation in The PORTAL Market is available only to qualified institutional buyers. As a result, the trading price of our common stock on The PORTAL Market is not an accurate indicator of the trading price of our common stock after this offering. When the registration statement of which this prospectus forms a part is declared effective and our shares are the subject of quotations on The NASDAQ Global Market or other national securities exchange, market or trading facility, our common stock will sell at prevailing market prices.

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 cash dividends is restricted by our Revolving Credit Facility, which only allows for the payment of cash dividends upon our meeting certain conditions requiring that (a) a default or event of default does not arise due to such payment, (b) the financial covenants continue to be complied with, (c) such payment, and all other restricted payments do not exceed $5 million in any fiscal year, and (d) the availability requirements are maintained. 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 NASDAQ Global Market or another national exchange or automated inter-dealer quotation system.

We have applied to have our common stock listed on The NASDAQ Global Market. This listing may not be approved, or, if approved, maintained and we may be unable to have our common stock listed on any other national exchange or automated inter-dealer quotation system. Our inability to list or include our common stock on The Nasdaq Stock Market, The New York Stock Exchange or any other national exchange or an automated inter-dealer quotation system would adversely affect the ability of our stockholders to sell their shares of common stock subsequent to the declaration of effectiveness of the registration statement of which this prospectus forms a part, and consequently may 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.

Furthermore, if our common stock is approved for listing or inclusion on The NASDAQ Global Market or any other national exchange or automated inter-dealer quotation system, 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. Holders of our common stock may not be able to resell their shares at or near their original acquisition price, or at any price.

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

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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:

•: authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt without further stockholder approval;
•: classify the board of directors into staggered three-year terms, which may lengthen the time required to gain control of our board of directors;
•: prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;
•: require that any stockholder that wants to propose any matter for action by stockholders at a stockholders' meeting, including the nomination of candidates for election to the board of directors, provide us with advance notice of such matter within a specified time period, which may limit ability of stockholders to propose matters for action at a stockholders' meeting;
•: prohibit action by written consent of the stockholders, requiring all actions to be taken at a meeting of the stockholders; and
•: 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.

Following the effectiveness of the registration statement of which this prospectus forms a part, we will also be 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.

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CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

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

This prospectus contains various statements, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, that 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 "may," "will," "expect," "intend," "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 unduly rely on them. 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 risks, contingencies and uncertainties include, but are not limited to, the following:

•: our history of losses and our ability to achieve and sustain profitability in the future;
•: our ability to develop services and solutions based on new or evolving technologies and the production and acceptance of our services and solutions by the market;
•: our ability to compete with other providers of BPO services and hardware and software services and solutions;
•: our ability to successfully implement our business strategy, including expansion of sources of recurring revenue and continued growth of our BPO services, and sustain our historical growth rate;
•: our ability to protect our intellectual property;
•: risks related to potential claims against us related to intellectual property infringement;
•: risks and costs related to any operational failures in our outsourcing or transaction processing facilities;
•: risks related to material breaches in the security of our systems;
•: our ability to borrow or raise additional capital;
•: risks related to our international operations;
•: our ability to develop or maintain an effective system of internal controls;
•: our ability to comply with SOX and other requirements for public companies;
•: risks related to our use of estimates and assumptions for our service contracts;
•: changes in the way we recognize revenue for sales of our services and solutions;
•: risks related to the application of international and foreign domestic laws and regulations on our business and operations;
•: our ability to change our services and solutions to meet our clients' needs as a result of changing and new laws and regulations; and
•: risks related to development delays, software defects or installation difficulties.

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These and other important factors, including those discussed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus. Before making a decision to purchase our common stock, you should carefully consider all of the factors identified in this prospectus that could cause actual results to differ from these forward-looking statements.

NOTICE TO INVESTORS

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf. We and the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with any additional information or information that is different from the information contained in this prospectus. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus is only accurate as of the date of this prospectus.

"BancTec" and its logo as well as the other trademarks and logos referred to in this prospectus belong to us. Solely for convenience, we may refer to our trademarks in this prospectus without the ™ and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Other service marks, trademarks and trade names referred to in this prospectus are the property of their respective owners.

MARKET DATA

In this prospectus, we rely on and refer to information and statistics regarding our industry, the size of certain markets, and our position within the sectors in which we compete. We obtained this industry and market data from various sources, including periodic industry publications, third party studies and surveys, and our own internal research and estimates, which are derived from our management's knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate.

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USE OF PROCEEDS

We estimate that the net proceeds for the sale of 5,500,000 shares of our common stock in this offering will be approximately $ million (or $ million if the underwriters exercise their over-allotment option in full) assuming an initial public offering price of $ per share and after deducting underwriting discounts and commissions and estimated offering expenses. We intend to use the net proceeds as follows:

•: approximately $ million to pay down the outstanding balance on our Revolving Credit Facility, which matures February 6, 2013 and, as of September 30, 2009, was accruing interest at a rate of 7.0%; and
•: the balance, approximately $ , for general corporate purposes, including working capital and capital expenditures.

Although we are considering acquisition candidates in the payment processing and document and content processing markets, we currently have no agreements, commitments or understandings with respect to the acquisition of any business. The amount and timing of our expenditures for general corporate purposes will vary depending on a number of factors, including the amount of cash generated or used by our operations, technological developments and the rate of growth of our business. As a result, we will retain broad discretion in the allocation of the net proceeds of this offering.

DIVIDEND POLICY

We have not historically paid dividends on our common stock. 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. In addition, our Revolving Credit Facility restricts the payment of dividends to our stockholders without GE Capital's prior approval.

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CAPITALIZATION

The following table shows our cash, cash equivalents and capitalization as of September 30, 2009 on an actual basis and an adjusted basis to give effect to the sale of 5,500,000 shares of our common stock (excluding the additional shares offered by the selling stockholders) in this offering (based on an assumed offering price of $ per share and assuming the underwriters do not exercise their over-allotment option) after deducting underwriting discounts and commissions, estimated offering expenses payable by us and the application of the net proceeds from this offering as described under "Use of Proceeds." We will not receive any proceeds from the sale of shares by the selling stockholders. 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.

		As of September 30, 2009

		Actual			As Adjusted
			(in thousands)
Cash and cash equivalents		$	16,641

Revolving Credit Facility		$	43,944
Note payable to sellers of DocuData			2,000
Stockholders' equity (deficit):
	Common stock, par value $0.01 per share—17,062,499 shares outstanding as of September 30, 2009		171
	Additional paid-in capital		434,620
	Accumulated deficit		(345,834	)
	Treasury Stock		(196	)
	Accumulated other comprehensive loss		(14,206	)

	Total stockholders' equity	$	74,555

Total capitalization		$	120,499

(1): Assuming that we sell 5,500,000 shares of common stock, a $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, our total capitalization by approximately $ million.

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DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in this offering will exceed the net tangible book value per share of common stock after this offering. If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and net tangible book value per share of our common stock after this offering. The following table illustrates our net tangible book value per share of our common stock as of September 30, 2009, without giving effect to this offering.

			September 30, 2009

				(dollars in thousands, except per share data)
Total assets			$	204,253
	Less:
		Goodwill		30,744
		Other intangible assets, net		11,688
		Outsourcing contract costs, net		13,220

		Net Tangible assets		148,601
Total liabilities				(129,698	)

Net tangible assets			$	18,903

Shares outstanding				17,062

Net tangible assets per share			$	1.11

After giving effect to the sale of 5,500,000 shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of approximately $ million of the proceeds of the offering to repay the outstanding balance on our Revolving Credit Facility, our net tangible book value, which we refer to as our pro forma net tangible book value, as of would have been approximately $ , or $ per share of our common stock.

This amount represents an immediate increase in our pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution in our pro forma net tangible book value of $ per share to new investors purchasing shares of our common stock at the initial public offering price. We calculate dilution per share to new investors by subtracting the pro forma net tangible book value per share from the initial public offering price paid by the new investor. The following table illustrates the dilution to new investors on a per share basis:


Assumed initial public offering price
	Net tangible book value per share as of , 2009
	Increase per share attributable to this offering
Pro forma net tangible book value per share after this offering
Dilution per share to new investors

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value as of , 2009 by approximately $ million, the pro forma net tangible book value per share by $ per share and the dilution in pro forma net tangible book value per share to new investors by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The table below sets forth, as of , 2009, the number of shares of our common stock issued, the total consideration paid and the average price per share paid by our existing stockholders and our new investors in this offering, after giving effect to the issuance of shares of common stock in this offering at the assumed initial public offering price of $ per share, before deducting underwriting discounts and commissions and our estimated offering expenses.

	Shares Purchased				Total Consideration

	Shares Purchased				Total Consideration				Average price per share
	Number		Percent		Amount		Percent		Average price per share
						(in millions)
Existing stockholders		17,062,499		%	$	372.6		%	$	21.83
New investors

Total				%	$			%	$

The above discussion and tables assume the underwriters will not exercise the overallotment option and includes 1,537,422 shares of restricted stock granted pursuant to our Equity Incentive Plans and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan and excludes 113,780 restricted stock units granted pursuant to the 2007 Director Plan as of September 30, 2009.

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to shares or % of the total number of shares of our common stock outstanding after this offering. If the underwriters' overallotment option is exercised in full, the net tangible book value as of , 2009 would have been $ , or $ per share of our common stock, representing dilution of $ per share to new investors. Assuming such exercise, the number of shares held and the percentage of total consideration paid by the existing stockholders after this offering would be reduced to % and %, respectively, and the number of shares held by new investors would increase to % or %, respectively.

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SELECTED CONSOLIDATED FINANCIAL DATA

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, 2008, 2007 and 2006 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the years ended December 31, 2005 and 2004 have been derived from our audited financial statements with consideration to the discontinued operations of our ITSM division. The financial data for the nine months ended September 30, 2009 and 2008 have been derived from our unaudited condensed consolidated financial statements and notes thereto. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods. The interim results set forth below are not necessarily indicative of expected results for the year ending December 31, 2009 or for any other future period.

The financial data presented below, and throughout this prospectus, has been adjusted to reflect the January 2009 sale of our ITSM division in accordance with ASC 360-10, formerly SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." See "Note A—Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements included elsewhere in this prospectus.

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 Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus.

				Nine Months Ended September 30,						Years Ended December 31,

				2009			2008			2008			2007			2006			2005			2004
					(in thousands, except per share data)
Statement of Operations Data:
	Revenue
		Equipment and software		$	51,094		$	54,851		$	74,434		$	97,667		$	92,136		$	80,853		$	92,096
		Software services			26,262			33,819			43,521			44,650			43,999			45,805			45,746
		Maintenance and other services			55,391			69,200			90,142			95,879			91,462			83,465			87,471
		Business process outsourcing			66,830			45,759			63,823			37,283			28,792			8,633			8,352

			Total Revenue		199,577			203,629			271,920			275,479			256,389			218,756			233,665

	Gross profit				53,287			57,899			76,219			88,864			83,056			77,450			68,805
	Operating expenses
		Research and development			2,884			4,003			5,179			6,506			7,275			8,823			7,768
		Selling, general and administrative			50,390			57,548			79,102			73,669			59,568			59,550			49,077
		Goodwill impairment			—			—			23,442			—			—			—			—

			Total Operating Expenses		53,274			61,551			107,723			80,175			66,843			68,373			56,845

	Operating (loss) income				13			(3,652	)		(31,504	)		8,689			16,213			9,077			11,960
	Other income (expense)(1)				(3,969	)		(1,464	)		503			(15,626	)		(20,104	)		(18,850	)		(19,545	)

	Loss from continuing operations before income tax				(3,956	)		(5,116	)		(31,001	)		(6,937	)		(3,891	)		(9,773	)		(7,585	)
	Income tax expense (benefit)				2,295			4,219			2,355			6,613			3,875			1,242			13,589

	Net loss from continuing operations			$	(6,251	)	$	(9,335	)	$	(33,356	)	$	(13,550	)	$	(7,766	)	$	(11,015	)	$	(21,174	)

	Net loss per share from continuing operations
	Basic and diluted			$	(0.31	)	$	(0.52	)	$	(2.15	)	$	(1.51	)	$	(1.28	)	$	(1.82	)	$	(3.49	)

Other Financial Data:
	Adjusted EBITDA(2)			$	16,203		$	13,558		$	18,170		$	22,570		$	28,346		$	20,543		$	24,342

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		September 30, 2009

		Actual		As Adjusted(3)
			(in thousands)
Balance Sheet Data:
	Cash and cash equivalents	$	16,447
	Total assets		204,253
	Revolving Credit Facility		43,944
	Long-term debt, less current maturities		4,358
	Total liabilities		129,698
	Stockholders' equity		74,555

(1): Other income includes interest expense, interest income, and sundry expenses, which are comprised of exchange rate gains and losses and other miscellaneous expenses.
(2): The following table provides a reconciliation of Adjusted EBITDA to our net income for the periods indicated as calculated and presented in accordance with GAAP:

	Nine Months Ended September 30,						Years Ended December 31,

	2009			2008			2008			2007			2006			2005			2004
		(in thousands)
Net income (loss) from continuing operations	$	(6,251	)	$	(9,335	)	$	(33,356	)	$	(13,550	)	$	(7,766	)	$	(11,015	)	$	(21,174	)
Tax provision (benefit)		2,295			4,219			2,355			6,613			3,875			1,242			13,589
Interest income		(171	)		(185	)		(219	)		(747	)		(213	)		(708	)		(718	)
Interest expense		3,073			2,470			3,583			14,964			20,192			19,146			19,015
Outsourcing contract cost amortization		2,548			2,136			2,883			2,298			526			—			—
Long-term asset depreciation		267			—			—			—			—			—			—
Depreciation and amortization		10,432			11,411			15,299			10,491			11,483			11,878			13,630
Stock-based compensation		4,010			2,842			4,183			2,501			249			—			—
Goodwill Impairment		—			—			23,442			—			—			—			—

Adjusted EBITDA	$	16,203		$	13,558		$	18,170		$	22,570		$	28,346		$	20,543		$	24,342

See Note (1) to Summary Consolidated Financial Data located elsewhere in this prospectus for a discussion of how we use Adjusted EBITDA and some of the limitations of its usefulness.

(3): These amounts reflect balance sheet data as of September 30, 2009, as adjusted for the application of proceeds received by us from the sale of 5,500,000 shares of our common stock (excluding the additional shares offered by the selling stockholders) in this offering (based on an assumed offering price of $ per share and assuming the underwriters do not exercise their over-allotment option) after deducting underwriting discounts and commissions, estimated offering expenses payable by us and the application of the net proceeds from this offering as described under "Use of Proceeds."

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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 elsewhere 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.

Overview

We provide payment processing and document and content processing services and solutions, helping our clients automate their business and optimize their management of information, business processes and technology infrastructure. We offer our clients BPO services and in-house business solutions, including software and hardware products to help organizations in various industries automate complex, high-volume and data-intensive business processes. Our offerings are built around proprietary technology and industry knowledge that we have developed over three decades of working closely with our clients.

We have developed strong senior level relationships with our clients by serving as a strategic provider of mission critical services and solutions. We serve over 1,600 clients with operations in 55 countries and that compete in industries including banking, insurance, government, healthcare, utilities, telecommunications and transportation and logistics. We have operations in 14 countries in North America and Europe. We also sell software and hardware through resellers and distributors in emerging markets throughout Asia, Latin America, the Middle East, Eastern Europe and Africa.

Operating Segments

We report our operations as two primary segments: the Americas and EMEA. The Americas and EMEA business units offer a similar portfolio of services and solutions, infrastructure services, business solutions and BPO services to similar types of clients. For revenues from external clients, a measure of profit or loss and total assets reported by segment, see "Note O—Business Segment Data" to our Consolidated Financial Statements included elsewhere in this prospectus.

Business and Industry Trends

We initiated several growth initiatives in 2005. We expanded our BPO services in the Americas by leveraging our experience in the EMEA BPO market. We also have acquired several companies in the BPO services industry to accelerate our growth.

In today's challenging corporate environment, businesses that process high volumes of payments, documents and other content are continually driven to improve their operating efficiencies and manage their expenditures carefully. These businesses must manage complex technologies, particularly in regards to the creation and management of content in multiple formats and compliance with regulation, both of which tend to increase the costs of operations. In addition, legislation such as Check 21, SOX and HIPAA have increased the importance of information security practices and internal controls. As a result, many business leaders have begun to re-evaluate their internal technology infrastructure and service strategies and are searching for more efficient, secure ways to automate complex, data-intensive business processes, such as payment processing and document and content processing. Automating and outsourcing these key functions allow businesses to use information more effectively, generate new sources of revenue and often drive significant cost savings.

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In addition, there is a growing trend among businesses to outsource payment processing and document and content processing, commonly referred to as BPO. BPO involves the transfer of business operations to a third-party service provider in an effort to improve operational efficiencies and reduce cost. BPO also allows businesses to outsource the management of complex technologies, improve operational efficiencies, reduce cost and focus on their core competencies. NelsonHall estimates that the global BPO market in 2008, which includes the market for our BPO services, was $311.0 billion growing at a 10.1% compounded annual growth rate to $456.6 billion in 2012. Based on this global BPO market estimate, we believe the addressable market opportunity for our payment processing BPO services in 2008 was approximately $6.9 billion, growing at an 8.9% compounded annual growth rate to $9.7 billion in 2012 and the addressable market opportunity for our document and content processing BPO services in 2008 was approximately $20.6 billion, growing at a 10.8% compounded annual growth rate to $31.1 billion in 2012.

The market for our services and solutions within the industries we serve remains highly competitive, and technological advances may render our services and solutions 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 clients, 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 the document and content processing industry. We intend to continue to grow our BPO services business in an effort to offset the decline in paper-based transactions in that market.

A large portion of our customer base is in the financial services sector or in related businesses. The financial services industry is still undergoing unusual stress due to the well-publicized deterioration of the credit markets and general economic downturn during 2008 and 2009. Although adverse economic conditions may affect spending and purchasing decisions for companies in the financial services sector, we believe these economic conditions create opportunities for increased sales in our BPO services. We are marketing our BPO services to companies in the financial services industry as an opportunity for them to reduce their future costs. Additionally, we will also continue to review staffing levels and make appropriate reductions if these economic conditions affect our sales in the future.

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. We are focused on growing our BPO services offerings to existing and new clients and expanding our offerings to other industries. Accordingly, we expect that our revenue mix within the Americas and EMEA operating segments will continue to change to reflect these business and product sales trends.

Revenue and Expenses

We derive revenue primarily from four sources: (a) equipment and software sales; (b) software services; (c) maintenance and other services; and (d) BPO.

Equipment and software sales include our own and third party equipment and software designed to address complex data and paper intensive work processes; integration of our own and third party developed software with our own and third party manufactured equipment and consumable products used by us and third party manufactured equipment.

Software services include ongoing support of our developed software. Recurring monthly charges are pre-paid on a monthly, quarterly or annual basis. The recurring nature of this revenue provides us with predictable revenue streams during various economic cycles.

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Maintenance and other services include ongoing support of our own and third party manufactured equipment. Recurring monthly charges are pre-paid on a monthly, quarterly or annual basis. The recurring nature of this revenue provides us with predictable revenue streams during various economic cycles.

BPO includes services for payment processing or document and content processing for our client's business. Our BPO contracts are typically long-term contracts up to ten years and recurring in nature. The recurring nature of this revenue provides us with predictable revenue streams during various economic cycles.

Our expenses consist primarily of the following: (a) cost of goods sold, which includes salaries, wages, benefits, equipment and supplies; (b) product development, which includes salaries, wages, benefits and travel; (c) selling, general and administrative expenses, which includes salaries, wages, benefits, commissions, travel, information technology ("IT"), legal and other expenses; (d) interest on debt obligations; and (e) taxes, most of which arise in connection with our foreign operations.

Recent Acquisitions

On June 23, 2009, we purchased Privatgirot AB ("Privatgirot"), a paper and electronic payment processing and document and content processing services business. Privatgirot has approximately 240 employees with annual revenues exceeding $18 million. The purchase price was approximately $4.1 million. Key members of Privatgirot's management continue to operate the business. Headquartered in Stockholm, Sweden, Privatgirot will continue to offer services in the Nordic region.

On August 4, 2008, we purchased Document@Work, a scan-to-archive company based in Paris, France, which we merged into our existing operations in France. Document@Work established our BPO presence in France with revenues of approximately $1 million in 2008.

On March 4, 2008, we purchased DocuData Solutions, L.C. ("DocuData"), an imaging, content management, media storage and BPO organization. DocuData has approximately 226 employees with annual revenues exceeding $16 million. The purchase price was approximately $26 million, which included approximately $20 million in cash, a $3 million note payable to seller and a $3 million future earn-out component. Key members of DocuData management continue to operate the business. Headquartered in Dallas, Texas, DocuData has operation centers in Dallas, Houston and Austin, Texas.

Discontinued Operations

Our ITSM division provided infrastructure services, including warranty services, fulfillment services and related maintenance support, to the IT industry, with focused deployment and ongoing support services for original equipment manufacturers and IT outsourcing providers. On December 11, 2008, we signed a definitive agreement to sell our ITSM division, including licenses, contracts and assets, for cash and notes receivable. We completed this sale for cash of $10 million and $7.5 million in notes receivable on January 15, 2009. As required by ASC 360-10, formerly SFAS 144, "Accounting for the Impairment and Disposal of Long-Lived Assets," the results of operations and cash flows of the ITSM operating segment have been presented as Discontinued Operations in the accompanying Consolidated Statements of Operations and Consolidated Statements of Cash Flow. The related assets and liabilities are presented as Assets Held for Sale in the accompanying Consolidated Balance Sheets as of December 31, 2008. Revenues for our ITSM division included in discontinued operations were $2.5 million and $79.6 million for the nine months ended September 30, 2009 and 2008, respectively. Pre-tax income (loss) for our ITSM division was $(0.5) million and $1.6 million for the nine months ended September 30, 2009 and 2008, respectively.

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Results of 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 O—Business Segment Data" of the Notes to Consolidated Financial Statements included elsewhere in this prospectus for segment information regarding our total assets.

			Nine months ended September 30,						Year Ended December 31,

			2009			2008			2008			2007			2006
				(dollars in thousands)
Revenue:
	Equipment and software			25.6	%		26.9	%		27.4	%		35.5	%		35.9	%
	Software services			13.2			16.6			16.0			16.2			17.2
	Maintenance and other			27.8			34.0			33.2			34.8			35.7
	Business process outsourcing			33.5			22.5			23.4			13.5			11.2

		Total revenue		100.0			100.0			100.0			100.0			100.0
Cost of Sales:
	Equipment and software			17.1			17.9			18.4			22.3			23.2
	Software services			5.1			7.2			6.3			7.0			7.5
	Maintenance and other			20.5			24.5			24.2			25.1			26.5
	Business process outsourcing			30.7			22.0			23.1			13.3			10.4

		Total Cost of Sales		73.3			71.6			72.0			67.7			67.6
Gross profit				26.7			28.4			28.0			32.3			32.4
Operating Expenses:
	Research and development			1.4			2.0			1.9			2.4			2.8
	Selling, general and administrative			25.2			28.3			29.1			26.7			23.3
	Goodwill impairment			0.0			0.0			8.6			0.0			0.0

		Total operating expenses		26.7			30.2			39.6			29.1			26.1

Operating income (loss)				0.0			(1.8	)		(11.6	)		3.2			6.3
Other Income (Expense):
	Interest income			0.1			0.1			0.1			0.2			0.1
	Interest expense			(1.5	)		(1.2	)		(1.3	)		(5.4	)		(7.9	)
	Sundry, net			(0.5	)		0.4			1.4			(0.5	)		0.0

Loss from continuing operations				(2.0	)		(2.5	)		(11.4	)		(2.5	)		(1.5	)
Income tax expense				1.1			2.1			0.9			2.4			1.5

Net loss from continuing operations				(3.1	)		(4.6	)		(12.3	)		(4.9	)		(3.0	)
Net income (loss) from discontinued operations before income taxes				(0.3	)		0.8			(2.3	)		2.9			3.0
Gain on disposal of discontinued operations				0.9			0.0			0.0			0.0			0.0

Net gain from discontinued operations				0.7			0.8			(2.3	)		2.9			3.0
Income tax expense from discontinued operations				0.0			0.2			0.3			0.2			0.3

Net income from discontinued operations				0.7			0.6			(2.6	)		2.7			2.7

Net loss applicable to common stock				(2.4	)%		(4.0	)%		(14.9	)%		(2.2	)%		(0.3	)%

Comparison of Nine Months Ended September 30, 2009 and September 30, 2008

Consolidated Revenue. Consolidated revenue of $199.6 million for the nine months ended September 30, 2009 decreased by $4.1 million, or 2.0%, from the prior year period. Revenue for the nine months ended September 2009 decreased by $17.2 million from the comparative nine month

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period in 2008 due to foreign exchange fluctuations. Equipment and software decreased by $5.4 million, software services decreased by $3.3, maintenance and other service decreased by $3.8 and BPO decreased by $5.6.

•: The Americas revenue of $109.7 million increased by $9.6 million. The Americas revenue decreased by $1.0 million due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis our BPO revenue for the Americas increased by $17.3 million due to new customer contracts and nine months of the revenues related to the DocuData acquisition in 2009 compared to only seven months in 2008. This increase in BPO revenue was offset by a $0.6 million decrease in software services, $8.8 million decrease in hardware maintenance and other services on an exchange rate neutral basis due to continued decommissioning of check processing equipment as paper based volumes continued to decrease. Equipment and software revenue increased by $2.6 million on an exchange rate neutral basis due to new customer contracts. The Americas revenue accounted for 55.0% of total revenue for the nine months ended September 30, 2009, compared with 49.2% for the nine months ended September 30, 2008.
•: EMEA revenue of $89.9 million decreased by $13.6 million. The EMEA revenue decreased by $17.1 million due to foreign exchange fluctuations. On an exchange rate neutral basis our BPO revenue for EMEA increased by $9.4 million due to new customer contracts. This increase in BPO revenue was offset by a $3.6 million decrease in software services, $1.3 decrease in hardware maintenance and other services on an exchange rate neutral basis due to continued decommissioning of check processing equipment as paper based volumes continued to decrease. Equipment and software revenue decreased by $1.0 million on an exchange rate neutral basis due to fewer new customer contracts. EMEA revenue accounted for 45.0% of total revenue for the nine months ended September 30, 2009, compared with 50.8% for the nine months ended September 30, 2008.

Consolidated Gross Profit. Consolidated gross profit of $53.3 million for the nine months ended September 30, 2009 decreased by $4.6 million, or 8.0%, from the prior year period.

•: The Americas gross profit of $24.6 million increased by $3.4 million. The Americas gross profit decreased by $0.4 million due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis our BPO gross profit for the Americas increased by $6.0 million due to new customer contracts and nine months of the revenues related to the DocuData acquisition, as compared to only seven months of DocuData revenues for the same period in 2008. On an exchange rate neutral basis, equipment and software gross profit increased by $1.0 million and software services gross profit increased by $0.1 million. These increases in gross profit were partially offset by a decrease in maintenance and other services gross profit of $3.3 million, on an exchange rate neutral basis. The Americas gross profit margin decreased from 24.6% for the nine month period ended September 30, 2008, compared to 24.2% for the nine month period ended September 30, 2009.
•: EMEA gross profit of $24.4 million decreased by $7.1 million, or 22.5%. EMEA gross profit decreased by $4.8 million due to foreign exchange fluctuations. On an exchange rate neutral basis BPO gross profit for EMEA decreased by $0.8 million, primarily due to first year contract costs in France. On an exchange rate neutral basis, software services gross profit decreased by $0.8 million and maintenance and other services gross profit decreased by $0.9 million. On an exchange rate neutral basis, equipment and software gross profit increased by $0.1 million. Gross profit margin declined from 32.0% for the nine month period ended September 30, 2008 to 29.3% for the nine month period ended September 30, 2009.

Operating Expenses. Operating expenses of $53.3 million for the nine month period ended September 30, 2009 decreased by $8.3 million, as compared to the same period in 2008. Operating

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expenses changed primarily as follows: (a) product development expenses decreased $1.1 million primarily due to the reduction of software development costs; and (b) selling, general and administrative expenses ("SG&A") decreased by $7.2 million, or 12.4%, primarily due to a decrease in depreciation of internal use software of $1.3 million, a decrease in external IT services of $0.6 million, a decrease in SG&A shared expense of $1.7 million, savings in various corporate areas of $2.2 million and a decrease in corporate marketing of $0.5 million. In addition, EMEA SG&A expenses decreased by $1.6 million due to exchange rate impact and $0.2 million in additional expense. Americas SG&A expenses increased by $0.5 million due to increased amortization expense.

Interest Expense. Interest expense for the nine months ended September 30, 2009 increased $0.6 million to $3.1 million primarily due to an increase in the average revolver balance, as compared to the nine months ended September 30, 2008.

Sundry Items. Sundry items resulted in a loss of $1.1 million during the nine months ended September 30, 2009, as compared with a gain of $0.8 million in the nine months ended September 30, 2008. This increase was primarily due to foreign exchange gains.

Income Tax. The income tax provision for the nine months ended September 30, 2009 is $2.3 million, as compared to a corresponding prior-year income tax provision of $4.0 million. The income tax provision for both periods related primarily to income from our international subsidiaries. Our effective income tax rate for 2009 was approximately (58.0%) compared with (77.4%) for 2008.

Comparison of Years Ended December 31, 2008 and December 31, 2007

Consolidated Revenue. Consolidated revenue of $271.9 million for the year ended December 31, 2008 decreased by $3.6 million, or 1.3%, from the prior year.

•: The Americas revenue decrease of $0.1 million was primarily due to a $14.0 million decrease in business solutions sales, a $1.1 million decrease in software maintenance and a $4.2 million decrease in hardware maintenance due to adverse market conditions. This was mostly offset by an increase in BPO sales of $19.1 million. The Americas revenue accounted for 50.1% of total revenue for the fiscal year ended December 31, 2008 compared with 49.5% for the fiscal year ended December 31, 2007.
•: EMEA revenue decrease of $3.4 million, or 2.4%, was primarily due to a $9.5 million decrease in business solutions revenue and a $1.1 million decrease in hardware maintenance revenue due to adverse market conditions. This was mostly offset by an increase in BPO revenue of $7.2 million. EMEA revenue was also impaired by approximately $5.0 million due to foreign exchange fluctuations. EMEA revenue accounted for 49.9% of total revenue for the fiscal year ended December 31, 2008 compared with 50.5% for the fiscal year ended December 31, 2007.

Consolidated Gross Profit. Consolidated gross profit of $76.2 million decreased by $12.6 million, or 14.2%, from the prior year.

•: The Americas gross profit of $32.5 million decreased by $9.8 million, or 23.1%, as compared to gross profit of $42.3 million for the prior year period. This decrease was driven by the decrease in business solutions revenue, causing a $5.7 million decrease in gross profit, and the decrease in hardware maintenance revenue, causing a $0.6 million decrease in gross profit. In addition, the increase in BPO revenue was due to the addition of new contracts that require start-up costs to establish new service centers, creating a $3.5 million decrease in gross profit. The Americas gross profit margin decreased from 31.0% in 2007 to 23.9% in 2008.
•: EMEA gross profit of $43.2 million decreased by $3.9 million, or 8.1%, as compared to gross profit of $47.1 million for the prior year period. This decrease was driven by the decrease in revenue in business solutions sales causing a $5.0 million decrease in gross profit, and the

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decrease in hardware maintenance revenue, causing a $0.5 million decrease in gross profit. This decrease was offset by the continued growth in BPO gross profit of $1.6 million. Gross profit margin declined from 33.9% in 2007 to 31.9% in 2008.

Operating Expenses. Operating expenses of $107.7 million increased $27.5 million, or 34.4%, from the prior year. Operating expenses changed primarily as follows: (a) a non-cash impairment of $23.4 million in goodwill and $2.6 million in software; (b) product development expenses decreased $1.3 million or 20.4% compared with the prior year, primarily due to the reduction of software development costs; and (c) selling, general and administrative expenses increased by $5.4 million, or 7.4%, primarily due to an increase in amortization of intangibles of $1.9 million, one-time costs of $1.5 million for restructuring charges, and an increase of $2.0 million in the Americas selling and marketing expense.

Interest Expense. Interest expense for the year ended December 31, 2008 decreased $11.4 million, or 76%, to $3.6 million from the prior year, primarily due to a decrease in debt resulting from the utilization of the proceeds from the June 2007 Recapitalization.

Sundry Items. Sundry items resulted in a gain of $3.9 million during the year ended December 31, 2008 compared with a loss of $1.4 million in the year ended December 31, 2007. Foreign exchange gains accounted for $3.2 million of this increase.

Income Tax. The $2.4 million income tax provision for the year ended December 31, 2008 is compared to a corresponding prior-year income tax provision of $6.6 million. The income tax provision for both periods related primarily to income from our international subsidiaries.

Comparison of Years Ended December 31, 2007 and December 31, 2006

Consolidated Revenue. Consolidated revenue of $275.5 million for the year ended December 31, 2007 increased by $19.1 million, or 7.4%, from the prior year.

•: The Americas revenue decrease of $2.5 million, or 1.7%, was primarily due to $3.0 million of sales of equipment in South America in 2006 that did not repeat in 2007 and a decrease in BPO revenue of $1.6 million. This was partially offset by the one-time sale of $2.1 million of revenue received from a software license. The Americas revenue accounted for 49.5% of total revenue for the fiscal year ended December 31, 2007 compared with 54.2% of total revenue.
•: EMEA revenue increase of $21.6 million, or 18.4%, as compared to the prior year was primarily due to the $10.4 million growth of BPO revenue in Europe and the $4.3 million positive impact of a devalued dollar on the conversion of revenue stated in foreign currencies. In addition, EMEA completed several large equipment and software sales contracts worth $6.9 million. EMEA revenue accounted for 50.5% of total revenue for the fiscal year ended December 31, 2007 compared with 45.8% for the fiscal year ended December 31, 2006.

Consolidated Gross Profit. Consolidated gross profit of $88.9 million increased by $5.8 million, or 7.0%, from the prior year.

•: The Americas gross profit of $42.3 million increased by $2.9 million, or 7.5%, as compared to a gross profit of $39.3 million for the prior year. This was driven by an increase in revenue and higher margin associated with a one-time software license sale of $2.1 million. In addition, the Americas experienced an increase of $0.2 million in hardware maintenance revenue creating higher gross profit while also improving the gross margin on hardware sales by $0.6 million. The Americas gross profit margin increased from 28.3% in the prior year to 31.0%.
•: EMEA gross profit of $47.1 million increased by $3.2 million, or 7.3%, as compared to gross profit of $43.9 million for the prior year. This was primarily due to continued growth in BPO

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gross profit of $1.2 million and the improved margin on hardware sales of $2.0 million. In the second quarter of 2007, EMEA had two projects with cost over-runs which decreased the gross profit margin percentage. Gross profit margin declined from 37.3% in the prior year to 33.9%.

Operating Expenses. Operating expenses of $80.2 million increased $13.3 million, or 19.9%, from the prior year. Operating expenses changed primarily as follows: (a) product development expenses decreased $0.8 million or 20.4% compared with the prior year, primarily due to the reduction of software development costs; and (b) selling, general and administrative expenses increased by $14.1 million or 23.7%, primarily due to one-time costs of $6.4 million associated with our private equity placement in June 2007, which resulted in net proceeds of $351.8 million (the "June 2007 Recapitalization") and a 2007 legal settlement, $2.1 million in 2007 non-cash stock compensation, increases in marketing and selling expenses of $1.0 million, business unit general and administrative expenses increase of $1.9 million, increased depreciation expense due to re-implementation of SAP software of $1.7 million and credits received for insurance in 2006 of $0.6 million, which did not recur in 2007.

Interest Expense. Interest expense for the year ended December 31, 2007 decreased $5.2 million to $15.0 million from the prior year, primarily due to a decrease in debt resulting from the utilization of the proceeds from our June 2007 Recapitalization.

Sundry Items. Sundry items resulted in a loss of $1.4 million during the year ended December 31, 2007 compared with a gain of $0.1 million in the year ended December 31, 2006. This increase was primarily due to the loss on the early redemption of our senior notes due 2008 (the "Senior Notes").

Income Tax. The $6.6 million income tax provision for the year ended December 31, 2007 is compared to a corresponding prior-year income tax provision of $3.9 million. The income tax provision for both periods related primarily to income from our international subsidiaries.

Restatement. The Consolidated Statement of Operations for the year ended December 31, 2007 has been restated to comply with SEC Staff Accounting Bulletin No. 64. As a result, the computation of net loss applicable to common stock has been restated from the amounts previously reported to include the final accretion on the Series A preferred stock. This restatement does not impact our cashflows.

Liquidity and Capital Resources

Our working capital requirements are generally provided by cash and cash equivalents, funds available under our Revolving Credit Facility which matures February 6, 2013, and by internally generated funds from operations. The Revolving Credit Facility provides for a secured revolving line of credit up to $55 million, with a $10 million letter of credit sub-limit and an unfunded $45 million incremental facility. The availability of funds under our Revolving Credit Facility is limited to the lesser of $55 million or 2.0 times EBITDA, as defined in such agreement. 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. If we cannot obtain additional borrowing capacity we may face liquidity problems. In addition, in the event we undertake any material acquisitions, we will require additional sources of funding.

In addition, we are permitted under the terms of the Revolving Credit Facility to pursue leasing of up to $10 million in assets from other lessors. We can provide no assurances that such additional leasing capacity can be obtained or whether any will be obtained on terms acceptable to us.

Our cash and cash equivalents, including restricted cash, totaled $16.6 million at September 30, 2009, compared to $11.2 million at December 31, 2008. Working capital decreased $7.0 million from a

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working capital deficit of $2.3 million at December 31, 2008 to a working capital deficit of $9.3 million at September 30, 2009. The change in working capital was primarily due to the sale of the ITSM division, which provided $10 million in proceeds on the date of the sale.

During the nine months ended September 30, 2009, we relied primarily on cash reserves and borrowings from the Revolving Credit Facility to fund operations. At September 30, 2009, we had available $9.9 million of borrowing capacity under the Revolving Credit Facility.

Comparison of Nine Months Ended September 30, 2009 and September 30, 2008. Operating activities from continuing operations provided $11.8 million and $8.7 million of net cash in the nine months ended September 30, 2009 and 2008, respectively, a net increase of $3.1 million. The net loss from continuing operations was $6.3 million for the nine months ending September 30, 2009, a $3.1 million improvement from the net loss for the same period last year. Accounts receivable provided $0.5 million and $12.0 million for the nine months ended September 30, 2009 and 2008, respectively, a decrease of $11.5 million. Inventories decreased $5.8 million $4.9 million for the nine months ended September 30, 2009 and 2008, respectively, an increase in cash provided of $10.7 million over the same period last year. Deferred revenue decreased $0.7 million for the nine months ended September 30, 2009, and decreased $1.6 million in the same period last year. Deferred revenues increase or decrease in relation to our ability to generate additional prepaid customer contracts or increase service levels under existing contracts.

Investing activities from continuing operations used net cash of $13.9 million and $35.6 million in the nine months ended September 30, 2009 and 2008, respectively. We used cash for purchases of property, plant and equipment of $6.2 million and $8.6 million during the nine months ended September 30, 2009 and 2008, respectively. We used cash for BPO contract costs of $5.0 million and $4.7 million during the nine months ended September 30, 2009 and 2008, respectively. We used cash for capitalized software costs of $1.7 million and $2.7 million during the nine months ended September 30, 2009 and 2008, respectively. During the nine months ended September 30, 2009, the sale of the ITSM division provided gross proceeds of $10.0 million. The acquisition of Privatgirot used $1.4 million, net of cash acquired, during the nine months ended September 30, 2009. The acquisition of DocuData utilized $1.1 million and $20.7 million, during the nine months ended September 30, 2009 and 2008, respectively.

Financing activities from continuing operations utilized $7.3 million and provided $33.2 million for the nine months ended September 30, 2009 and 2008, respectively. Payments under the Revolving Credit Facility used $2.2 million for the nine months ended September 30, 2009 and $1.6 for the same period in the prior year.

Comparison of Years Ended December 31, 2008 and December 31, 2007. Our cash and cash equivalents, including restricted cash, totaled $11.2 million at December 31, 2008, compared to $11.9 million at December 31, 2007. Working capital decreased $32.5 million from a working capital surplus of $30.3 million at December 31, 2007 to a working capital deficit of $2.3 million at December 31, 2008. The change in working capital was primarily due to the acquisition of DocuData and increased capital lease obligations and other financing arrangements.

During the twelve months ended December 31, 2008, we relied primarily on cash reserves and borrowing from our Revolving Credit Facility to fund operations. At December 31, 2008, we had available $5.4 million of borrowing capacity under our previous revolving credit facility.

Operating activities from continuing operations provided $10.7 million and utilized $0.4 million of net cash in the twelve months ended December 31, 2008 and 2007, respectively, an increase of $11.1 million. The net loss from continuing operations of $33.4 million increased $19.8 million from the prior year and includes non-cash impairments of $23.4 million in goodwill and $2.6 million in software. Accounts receivable provided $3.0 million for the twelve months ended December 31, 2008, and

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utilized $9.4 million the same period last year. The decrease in accounts receivables is attributable to enhanced collections activity. Inventories increased $0.6 million for the twelve months ended December 31, 2008, a utilization of $2.2 million net cash over the same period last year.

Investing activities from continuing operations used net cash of $40.7 million and $24.9 million in the twelve months ended December 31, 2008 and 2007, respectively. The acquisitions of DocuData and Document@Work utilized cash of $21.4 million during 2008. We also used cash for purchases of property, plant and equipment of $11.6 million and $17.0 million during the twelve months ended December 31, 2008 and 2007, respectively. During the twelve months ended December 31, 2008, we used cash of $6.2 million to invest in outsourcing start-up costs and used $3.3 million to invest in capitalized software costs.

Financing activities provided $34.4 million and $40.7 million for the twelve months ended December 31, 2008 and 2007, respectively. Short term revolver net proceeds and (payments) of $35.2 million and ($18.1) million were made during the twelve months ended December 31, 2008 and 2007, respectively. During the twelve months ended December 31, 2008 and 2007, we used $2.0 million and $1.3 million, respectively, for the payments of capital lease and financing obligations. Proceeds from other long-term borrowings provided $2.2 million in 2008.

Comparison of Years Ended December 31, 2007 and December 31, 2006. Our cash and cash equivalents, including restricted cash, totaled $11.9 million at December 31, 2007, compared to $12.2 million at December 31, 2006. Working capital increased $49.8 million from a working capital deficit of $19.5 million at December 31, 2006 to a working capital surplus of $30.3 million at December 31, 2007. The change in working capital was primarily due to our June 2007 Recapitalization which provided net proceeds of $351.8 million, and the use of such proceeds from the June 2007 Recapitalization for the retirement of debt and capital stock (which is more fully described below). In addition, working capital was impacted by an increase in accounts receivable of $11.4 million.

During the twelve months ended December 31, 2007, we relied primarily on cash reserves, borrowings from the previous revolving credit facility and the proceeds from the sale of $8.0 million of Series B preferred stock to Welsh, Carson, Anderson & Stowe VIII, L.P. and its associates ("WCAS") to fund operations. At December 31, 2007, we had available $26.1 million of borrowing capacity under our previous revolving credit facility.

Continuing operating activities utilized $0.4 million and $8.3 million of net cash in the twelve months ended December 31, 2007 and 2006, respectively, a decrease of $7.9 million. The net loss from continuing operations increased $5.3 million from the prior year period. Accounts Receivable used $9.4 million for the twelve months ended December 31, 2007, $1.3 million more than the same period last year. The growth in Accounts Receivables is attributable to increasing revenues over the same period in the prior year. Also, revenue was recognized later in the fourth quarter of 2007 over the same period in the prior year due to the timing of equipment sales and customer acceptance on solutions revenue. Inventories decreased $1.3 million for the twelve months ended December 31, 2007, a net cash increase of $3.8 million over the same period last year. The decreases in inventory were due to higher equipment and software sales for the twelve months ended December 31, 2007 than during the same period last year. Deferred revenue and maintenance contract deposits decreased $0.4 million for the period ending December 31, 2007, $1.6 million less than the decrease for the same period last year. Deferred revenues and maintenance contract deposits declined due to our performance of work relating to prepaid customer contracts. Deferred revenues and maintenance contract deposits increase or decline in relation to our ability to generate additional prepaid customer contracts or increase service levels under existing contracts.

Investing activities used net cash of $24.9 million and $20.8 million in the twelve months ended December 31, 2007 and 2006, respectively. We used cash for purchases of property, plant and equipment of $17.0 million and $16.7 million during the twelve months ended December 31, 2007 and

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2006, respectively. During the twelve months ended December 31, 2007 and 2006, we used cash of $4.8 million and $4.7 million, respectively, to invest in outsourcing start-up costs. Also, during the twelve months ended December 31, 2007, we used cash of $3.2 million for capitalized software costs.

Financing activities provided $40.8 million and $30.1 million for the twelve months ended December 31, 2007 and 2006, respectively. Our June 2007 Recapitalization provided $351.8 million from the issuance of common stock. Following the closing of our June 2007 Recapitalization, we used $42.4 million of the proceeds of such offering to redeem all of our Series A and Series B preferred stock and $48.3 million of the proceeds of such offering to redeem 18,935,784 shares of our common stock at $2.55 per share. The common shares redeemed include 750,000 shares from stock warrants exercised by the holders of the Series A preferred stock. Additionally, we used a $110.7 million of the proceeds of such offering to prepay in full the sponsor note held by WCAS (the "Sponsor Note") and $94.0 million to prepay in full the principal balance of the Senior Notes. We also used a portion of the proceeds of such offering to repay the principal balance due under our previous revolving credit facility. Net payments under our previous revolving credit facility used $18.1 million for the twelve months ended December 31, 2007, while net borrowings under our previous revolving credit facility provided $31.5 million for the same period in the prior year. The purchase by WCAS of Series B preferred stock provided $8.0 million during the twelve months ended December 31, 2007.

Revolving Credit Facility

Our Revolving Credit Facility is provided by GE Capital and Wells Fargo. On February 7, 2008, we amended and restated our existing $40 million revolving credit facility which was scheduled to terminate on May 1, 2008. The Revolving Credit Facility provides for a secured revolving line of credit up to the lesser of $55 million or 2.0 times EBITDA, as defined in such agreement, with a $10 million letter of credit sub-limit and a $45 million incremental facility.

The Revolving Credit Facility has a term of five years and allows borrowings on base rate or LIBOR rate terms. Permitted uses of the proceeds of borrowings under the Revolving Credit Facility include the payment of costs and expenses related thereto, the financing of permitted acquisitions and for working capital and other general corporate purposes. The Revolving Credit Facility contains a pricing grid pursuant to which the applicable margins, which are adjusted within specified ranges on a quarterly basis based on our reported total leverage ratio in respect of base rate and LIBOR rate borrowings, as well as the letter of credit and commitment fees, are determined. The applicable margin on borrowings ranged from 2.50% to 3.00% over prime for base rate loans and 3.75% to 4.25% over LIBOR for LIBOR rate loans. There is a 3.00% floor on the base rate and the LIBOR rate. A commitment fee of between 0.375% and 0.50% per annum is payable monthly on the unused portion of the Revolving Credit Facility. We also pay a monthly letter of credit fee of between 3.75% and 4.25% per annum on all issued letters of credit.

At September 30, 2009, we had $45.0 million outstanding under the Revolving Credit Facility, including $1.1 million in respect of issued and outstanding letters of credit. At October 31, 2009, we had $44.5 million outstanding under the Revolving Credit Facility, including $1.1 million in respect of issued and outstanding letters of credit. The availability remaining under the Revolving Credit Facility was approximately $9.9 million and $10.5 million at September 30, 2009 and October 31, 2009, respectively. Amounts outstanding under the Revolving Credit Facility are classified as current obligations in our Consolidated Balance Sheets.

The Revolving Credit Facility is secured by substantially all of our assets, including the capital stock of most of our subsidiaries. Under the Revolving Credit Facility, certain proceeds (including proceeds from asset dispositions and non-excluded issuances of equity and debt securities) must be used to repay the outstanding loans, which may be re-borrowed subject to availability. The Revolving Credit Facility also includes customary voluntary and other mandatory prepayment provisions,

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representations and warranties, affirmative and negative covenants, financial covenants and events of default. In particular, the Revolving Credit Facility requires delivery of monthly unaudited financial statements and yearly audited financial statements as well periodic management reports and compliance certificates. The Revolving Credit Facility prohibits us from granting liens and incurring indebtedness (subject to customary exceptions), provided that we can borrow up to an additional $25 million from third parties, either unsecured or secured if junior to the senior lenders. Dispositions of assets are restricted subject to certain exceptions and an annual $5 million basket. The Revolving Credit Facility permits acquisitions, but limits any single acquisition to $25 million in cash or all acquisitions to $50 million in any two year period and subjects such acquisitions to compliance with certain conditions including a 1.50 to 1.00 senior leverage ratio. The Revolving Credit Facility restricts our ability to make capital expenditures beyond an annual threshold (with unused amounts carried forward for one year). For 2009 and 2010, the capital expenditure limitation is $30 million and $35 million, respectively. The Revolving Credit Facility also mandates compliance with a senior leverage ratio and total leverage ratio of 2.00 to 1.00 and 2.50 to 1.00, respectively, and imposes a minimum fixed charge coverage ratio of 1.20 to 1.00. At September 30, 2009, we had a senior leverage ratio of 1.61 to 1.00, a total leverage ratio of 1.70 to 1.00 and a fixed charge coverage ratio of 4.18 to 1.00, all of which are in compliance with the Revolving Credit Facility.

We calculate our financial covenant ratios using EBITDA as defined under the terms of our Revolving Credit Facility. A significant decline in EBITDA as defined under such agreement would affect our financial covenant ratio calculations and could cause us to be noncompliant with the financial covenants required under the terms of the Revolving Credit Facility. Our noncompliance with the financial covenants could limit our ability to borrow against the Revolving Credit Facility or result in an event of default under such agreement.

The terms of the Revolving Credit Facility require certain exclusions from EBITDA in addition to the adjustments used to calculate the Adjusted EBITDA as presented in the Summary Consolidated Financial Data. The additional exclusions to EBITDA for any fiscal period required under the terms of the Revolving Credit Facility are:

•: extraordinary gains and losses
•: any aggregate net gain arising from the sale, exchange or other disposition of capital assets
•: any other non-cash gains or non-cash losses and charges that have been added in determining consolidated net income;
•: the loss on the sale of property (other than accounts receivable and inventory) outside the ordinary course of business;
•: the income or deficit of a subsidiary accrued prior to the date it became our subsidiary, or was merged or consolidated into us;
•: any income or deficit from any other person (other than a subsidiary) in the which we have an ownership interest, except to the extent any such income has actually been received by us in the form of cash, dividends or distributions;
•: undistributed earnings of any of our subsidiaries (other than the credit party) to the extent that the declaration or payment of dividends or similar distributions by such subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such subsidiary;
•: any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period;
•: any write-up of any asset;
•: any net gain arising from the collection of the proceeds of life insurance policies;

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•: any net gain arising from the acquisition of any subsidiaries or the extinguishment of any indebtedness;
•: any earnings to our successor prior to a consolidation, merger or transfer of assets; and
•: any deferred credit representing the excess of equity in any of our subsidiaries at the date of acquisition of such subsidiary over the cost to us of the investment in such subsidiary.

The additional addbacks to EBITDA required under the terms of the Revolving Credit Facility are:

•: extraordinary losses;
•: amortized debt discount; and
•: any other non-cash losses or changes that have been deducted in determining consolidated net income.

For purposes of calculating the Total Leverage Ratio, Senior Leverage Ratio and the Fixed Charge Coverage Ratio, the terms of the Revolving Credit Facility require that EBITDA be calculated on a pro forma basis to give effect to permitted acquisitions. Also, for purposes of determining compliance with the financial covenants and for purposes of determining the maximum revolving loan balance, the Revolving Credit Facility requires that EBITDA be calculated on a pro forma basis to give effect to the disposition of the ITSM division, with the consolidated financial statements being reformulated as if the disposition had occurred at the beginning of the period.

Subsequent to year end, audited consolidated financials were due but not delivered by the April 15, 2009 deadline as stipulated in the covenants. We cured the compliance matter with delivery of the 2008 audited consolidated financial statements on June 19, 2009. Unaudited condensed consolidated financial statements for the three-months ended March 31, 2009 were due but not delivered by the May 15, 2009 deadline as stipulated in the covenants. We cured the compliance matter with the subsequent delivery of the financial statements for the three-months ended March 31, 2009 on August 14, 2009. Unaudited condensed consolidated financial statements for the three-months ended June 30, 2009 were due, but not delivered by the August 14, 2009 deadline as stipulated in the covenants. We cured the compliance matter with the subsequent delivery of the condensed consolidated financial statements for the three-months ended June 30, 2009 on October 12, 2009. On October 15, 2009, we received a waiver of default from GE Capital related to these noncompliance matters.

Restricted cash at September 30, 2009 of $0.2 million and at December 31, 2008 of $0.7 million represented cash in escrow from a client deposit.

Capital Lease Obligations

We have capital lease obligations of $2.8 million as of September 30, 2009, of which $0.9 million is current.

Other Indebtedness

On March 4, 2008, we issued a $3.0 million note to the former principal owner of DocuData as part of our acquisition of DocuData. The note calls for three equal annual principal payments plus accrued interest beginning on the first anniversary of the closing date. Interest accrues at 7.0% per annum. At September 30, 2009, we had an outstanding balance of $2.0 million on the note, of which $1.0 million was classified as current.

In 2008, we entered into a financing arrangement for $0.8 million with GE Capital to finance the purchase of equipment and software. This arrangement accrues interest at a fixed 8.64% rate and is

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payable with 36 equal monthly payments. At September 30, 2009, the financing arrangement had a balance of $0.6 million, of which $0.3 million was current.

Also, in 2008, we entered into a sales-leaseback financing arrangement for $1.7 million with First Technology Capital, Inc. ("FTC") to finance a portion of our outsourcing contract costs. This lease accrues interest at a fixed 12.33% rate and is payable with 60 equal monthly payments. At September 30, 2009, the leases had a balance of $1.5 million, of which $0.3 million was current.

Commitments for Capital Expenditures

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 $18.0 million, of which $12.7 million has been expended as of September 30, 2009. We expect to have capital expenditures of a similar amount in future years. We expect to use cash flow from operations, and borrowings available under our Revolving Credit Facility and our equipment lease with GE Capital to fund such capital expenditures.

Off Balance Sheet Arrangements

We currently do not have any off balance sheet arrangements.

Contractual Obligations and Commitments

In the normal course of business, we enter into various contractual and other commercial commitments that impact, or could impact, our liquidity. Future interest is immaterial. The following table outlines the commitments as of September 30, 2009:

		Payments due by period

		Total Amounts		Less than 1 Year		1 - 3 Years		4 - 5 Years		Over 5 Years
			(in thousands)
Note payable to sellers of DocuData		$	2,000	$	1,000	$	1,000	$	—	$	—
Revolving Credit Facility			43,944		43,944		—		—		—
Capital leases			3,414		1,204		1,620		590		—
Financing arrangements			2,013		558		994		461		—
Operating leases (non-cancellable)			32,570		7,862		12,626		7,012		5,070
Pension obligations			15,241		343		884		1,279		12,735

	Total Contractual	$	99,182	$	54,911	$	17,124	$	9,342	$	17,805

Unused lines of credit			9,949		9,949
Letters of credit			1,106		1,106

	Total Commercial	$	11,055	$	11,055	$	—	$	—	$	—

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 material purchase obligations at September 30, 2009.

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Quantitative and Qualitative Disclosure About Risk

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.

Interest Rate Risk

We utilize long-term fixed rate and short-term variable rate borrowings to finance the working capital and capital requirements of our business. The applicable margin on borrowings under our new Revolving Credit Facility ranges from 2.50% to 3.00% over the prime rate for base rate loans and 3.75% to 4.25% over LIBOR for LIBOR loans. Our weighted average interest rate at September 30, 2009 and 2008 was 7.00% and 5.88%, respectively, and 4.56% and 7.50% at December 31, 2008 and 2007, respectively. A balance of $43.9 million and $47.9 million was outstanding under our current Revolving Credit Facility at September 30, 2009 and 2008, respectively. At September 30, 2009, a 100 basis point change in the prime rate or LIBOR rate would impact net interest expense by $0.4 million over a 12-month period.

Foreign Currency Risk

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 and certain transactions between our subsidiaries are denominated in local currencies. As a result, we have certain exposures to exchange rate risk. Approximately, $90 million or 45% of our revenue for the nine month period ended September 30, 2009 was denominated in international currencies. Approximately $147.7 million, or 54.3%, of our fiscal year 2008 revenue was denominated in international currencies. We received revenue in nine currencies. Based on the results of our international operations for fiscal year 2008, 2007 and 2006, a 10% appreciation/depreciation in such currencies against the U.S. Dollar would have increased/decreased our revenues in fiscal year 2008, 2007 and 2006, by approximately $14.8 million, $15.3 million and $12.6 million, respectively. 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 2008, 2007 or 2006.

No foreign currency hedging instruments existed at September 30, 2009. We may, however, in the future use foreign currency-hedging instruments to minimize the adverse earnings impact from the effect of exchange rate fluctuations.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with GAAP. Our significant accounting policies are described in "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements for the year ended December 31, 2008. The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience and other factors believed to be reasonable under the circumstances. Many of the types of estimates made are for contract-specific issues. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

We have identified several critical accounting estimates. An accounting estimate is considered critical if both: (a) the nature of the estimates or assumptions is material due to the levels of

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subjectivity and judgment involved, and (b) the impact of changes in the estimates and assumptions would have a material effect on the consolidated financial statements. Areas in which significant judgments and estimates are used include, but are not limited to, revenue recognition, accounts receivable collectibility, inventory valuation, accounting for long-lived assets, deferred income taxes, performance guarantees and litigation. For all of these estimates, we caution that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162" ("The Codification"). The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than SEC guidance for publicly-traded companies) is considered non-authoritative. The Codification was effective on a prospective basis for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification changed our references to U.S. GAAP accounting standards but did not materially impact our consolidated financial condition or results of operations.

Revenue Recognition and Associated Cost Deferral

Revenue Recognition. We derive revenue primarily from four sources: (a) 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; (b) software services—primarily software maintenance or PCS and other support; (c) maintenance and other services—consisting primarily of design, development and maintenance, all aspects of desktop outsourcing, including field engineering, as well as help desk and LAN/WAN network outsourcing; and (d) BPO—services provided for payment processing, accounts payable processing, mailroom processes and other services.

Revenue is realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Delivery does not occur until products have been shipped or services have been provided to the client, risk of loss has transferred to the client, and either client acceptance has been obtained, client acceptance provisions have lapsed, or we have objective evidence that the criteria specified in the client acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

If a contract involves the provision of a single element, revenue is generally recognized when the product or service is provided and the amount earned is not contingent upon any future event. If the service is provided evenly during the contract term but service billings are irregular, revenue is recognized on a straight-line basis over the contract term. We recognize revenue on sales to resellers and distributors (herein referred to as "resellers") when the reseller has economic substance apart from us, credit risk, title and risk of loss to the inventory, our fee is not contingent upon resale or payment by the end user, we have no further obligations related to bringing about resale or delivery and all other revenue recognition criteria have been met.

We also enter into multiple-element arrangements, which may include any combination of hardware, software, services or maintenance. With respect to arrangements that do not include software or software elements, in accordance with ASC 605-25, formerly Emerging Issues Task Force ("EITF") No. 00-21 "Revenue Arrangements with Multiple Deliverables," the multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met:

•: The delivered item(s) has value to the client on a stand-alone basis;

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•: There is objective and reliable evidence of the fair value of the undelivered item(s); and
•: If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control.

With respect to arrangements that include software and software elements, in accordance with ASC 605—Revenue Recognition ("ASC 605"), formerly Statement of Position ("SOP") 97-2, "Software Revenue Recognition," if an arrangement includes multiple elements, the revenue is allocated to the various elements based on vendor-specific objective evidence of fair value. Vendor-specific objective evidence of fair value is limited to the following:

•: The price charged when the same element is sold separately.
•: For an element not yet being sold separately, the price established by management having the relevant authority.
•: Substantive renewal rates stated in a contract.

If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized on a straight-line basis or being deferred until the earlier of when such criteria are met or when the last undelivered element is delivered. For arrangements with multiple elements we apply the residual method to allocate the arrangement consideration. Under the residual method, the amount of consideration allocated to the delivered item(s) equals the total arrangement consideration less the aggregate vendor specific objective evidence ("VSOE") of fair value of the undelivered item(s). VSOE of fair value is based upon the price for which the undelivered element is sold separately or upon substantive renewal rates stated in a contract. We determine fair value of the undelivered elements based on historical evidence of stand-alone sales of these elements to our clients. When VSOE does not exist for undelivered elements such as maintenance and support, the entire arrangement fee is recognized ratably over the performance period.

We recognize revenue on delivered elements only if: (a) any undelivered products or services are not essential to the functionality of the delivered products or services; (b) we have an enforceable claim to receive the amount due in the event it does not deliver the undelivered products or services; (c) there is evidence of the fair value for each undelivered product or service; and (d) the revenue recognition criteria otherwise have been met for the delivered elements. Otherwise, revenue on delivered elements is recognized when the undelivered elements are delivered. If substantive client acceptance is required, revenue is recognized when proof of client acceptance has been received in accordance with the completed contract method.

Software and Software Elements (Including Equipment, Installation and Training). Consistent with ASC 605, revenue from perpetual (one-time charge) license software is recognized at the inception of the license term if all revenue recognition criteria have been met, including separating elements based on VSOE of fair value of each element, or the undeliverable elements under the residual method. Revenue from maintenance, unspecified upgrades on a when-and-if-available basis and technical support is recognized over the period such items are delivered.

In the case of software arrangements that require significant production, modification, or customization of software, or the license agreements require us to provide implementation services that are determined to be essential to other elements of the arrangement, we follow the guidance in ASC 605-35—Revenue Recognition—Construction-Type and Production-Type Contracts ("ASC 605-35"), formerly SOP 81-1, "Accounting for Performance of Construction—Type and Certain Production—Type Contracts" ("SOP 81-1"). If substantive client acceptance is required, revenue is recognized when proof of client acceptance, which is after or concurrent with training and installation, has been received in accordance with the completed contract method. Historically for our hardware and software solution sales, substantially all systems required substantive customer acceptance. If substantive client acceptance

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is not required, the percentage of completion method is used to recognize revenue when reasonably dependable estimates can be made, and revenue is recognized on a constant margin as contract milestones or other output based measures are achieved. The related cost of each milestone is recognized as revenue is recognized. Elements that are not within the scope of ASC 605-35 are separated based on each element's VSOE fair value.

Software Development. We have begun to provide software development services to our clients. This solution-based approach allows us to customize software applications that address each client's unique document and content processing needs. The software applications are not dependent on legacy BancTec systems and can be deployed on numerous third party vendor hardware. We ultimately account for such software development under the percentage of completion guidance contained within ASC 605. Certain contracts may contain intermediate customer acceptance milestones. Management measures progress as developmental milestones are achieved.

Non-software Equipment. We recognize revenue from sales of non-software related equipment and supplies when risk of loss has transferred to the client and there are no unfulfilled Company obligations or upon the client's final acceptance of the arrangement. Any costs of remaining obligations that are inconsequential or perfunctory are accrued when the corresponding revenue is recognized.

Post-contract 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 Post-contract 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" basis.

Business Process Outsourcing. We provide BPO services under contracts under a unit-price or fixed-price basis, which may extend up to 10 or more years. These contracts involve a single-service element and revenue is generally recognized when we perform the services or processes transactions in accordance with contractual performance standards. Revenues from unit-priced contracts are recognized as transactions and 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, we hire client employees and becomes responsible for certain client obligations. We continually 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 revenues and costs.

Costs related to delivering outsourcing services are expensed as incurred with the exception of certain set-up costs related to activities that enable the provision of contracted services to the client. Such activities include the relocation of transitioned employees, the migration of client systems or processes, and the exit of client facilities acquired upon entering into the client contract. Deferred contract costs, including set-up costs, are amortized on a straight-line basis over the remaining original contract term unless billing patterns indicate a more accelerated method is appropriate. The recoverability of deferred contract costs associated with a particular contract is analyzed on a periodic basis using the undiscounted estimated cash flows of the whole contract over its remaining contract

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term. Impairment losses are recorded if such undiscounted cash flows are insufficient to recover the carrying amount of contract assets.

Allowance for Doubtful Accounts

Our allowance for doubtful accounts relates to trade accounts receivable. The allowance for doubtful accounts is an estimate prepared by management based on the overall condition of the receivable portfolios and identification of the collectibility of specific accounts. 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.

Inventory Valuation

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 analysis of inventory usage. 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.

Goodwill and Other Intangible Assets

Our property and equipment, software and definite-lived intangible asset policies require the amortization or depreciation of assets over their estimated useful lives. An asset's useful life is the period over which the asset is expected to contribute directly or indirectly to our future cash flows. The useful lives of property and equipment are limited to the standard depreciable lives or, for certain assets dedicated to client contracts, the related contract term. The useful lives of capitalized software are limited to the shorter of the license period or the related contract term. The estimated useful lives of definite-lived intangible assets are based on the expected use of the asset and factors that may limit the use of the asset. No impairment of property and equipment or definite-lived intangible asset was deemed necessary for 2007 or 2008. No impairment of capitalized software was necessary in 2007. We tested our software capitalized balance for impairment as of December 31, 2008 and as a result recorded an impairment of $2.6 million.

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 our reporting units can be expected to generate in the future ("Income Approach"), an analysis of our market multiples in relation to other public company competitors ("Market Multiple Methodology") and an analysis of a hypothetical open market sale of us taking into account any minority interests and lack of marketability ("Comparable Transaction Methodology" and, together with the Market Multiple Methodology, the "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

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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 recorded in 2007.

At December 31, 2008, the U.S. Operations reporting unit goodwill carrying value of $51.9 million exceeded the fair value of $28.5 million. We therefore recorded a goodwill impairment charge of approximately $23.4 million. The fair value of this segment was determined using both the Income approach and the Market Approach. The fair value of the U.S. Operations reporting unit was negatively impacted by revisions in management's expectations of future revenues and profits. These expectations were revised downward in light of current economic conditions, the expected pace of global economic recovery, and detailed analysis of impending future customer contract activity. This conclusion was based on management's judgment, taking into consideration expectations regarding future operations.

The percentage by which fair value exceeds carrying value for Canada, France and the UK reporting units exceeds 50%.

Management believes the assumptions used to calculate the fair values of these four reporting units reflect all reasonable risks noted in the "Risk Factors" section of this prospectus. For the three segments in which the fair value exceeds the carrying value—Canada, United Kingdom and France—management believes certain circumstances could have a negative impact on the assumptions used to calculate fair value. Such circumstances include, but are not limited to, severe and prolonged global economic downturn, substantial devaluation of local currency for a prolonged period, and disadvantageous and unforeseen governmental trade restrictions.

In the event indications exist that an outsourcing contract's deferred cost balance related to a particular contract may be impaired, we estimate the undiscounted cash flows of the contract over its remaining term using valuation models. These models require estimates of future revenues, profits, capital expenditures and working capital for each unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans and industry data. 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, 2008.

Income Taxes

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 are 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. Factors considered in making this determination include the period of expiration of the tax asset, planned use of the tax asset, tax planning strategies and historical and projected taxable income as well as tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are evaluated periodically and will be subject to change in each future reporting period as a result of changes in one or more of these factors.

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Stock-Based Compensation

Effective January 1, 2006, we adopted the provisions of ASC 718—Compensation—Stock Compensation ("ASC 718"), formerly SFAS No. 123(R), "Share-Based Payment," which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, 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," ("SFAS No. 123") as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure."

We elected to adopt the modified prospective transition method as provided by ASC 718 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 ASC 718 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 ASC 718.

We calculated the estimated fair value on the date of grant for each stock option 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:

	Years Ended December 31,

	2008		2007
		(in thousands)
Stock-based compensation expense	$	3,889	$	2,501

	Years Ended December 31,

Weighted Average	2008			2007
Risk free interest rate		2.66	%		4.78	%
Expected life (in years)		6.25			6.25
Expected volatility		35.00	%		35.00	%
Fair value of options granted	$	9.45		$	10.56

The estimated expected term is not shorter than the vesting period of the option contract and represents the first possible exercise date and this date would represent the shortest time span that the options can exist. The risk-free interest rate is based on the implied yield available on U.S. Treasury securities with an equivalent remaining term. We have not paid dividends in the past and do not currently plan to pay dividends in the near future so the dividend yield used is zero.

Our computation of expected volatility for grants after June 27, 2007 and through the fiscal year ended December 31, 2008 was based on median historical volatilities of the comparables ranged between 30.7% and 39.0%, while the median implied volatilities ranged between 32.3% and 39.3%. Based upon the above, we have calculated an expected volatility of 35.0%. For grants during 2006 and prior to June 27, 2007, the median historical volatilities of the comparables ranged between 33.9% and

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49.5%, while the median implied volatilities ranged between 37.7% and 41.3%. Based upon the above, we have calculated an expected volatility of 40.0%.

As our stock is not publicly traded, we have relied upon the volatilities of the selected comparable publicly traded companies in estimating the expected volatility of our stock. We considered those public companies that we determined to be most similar to us with respect to industry and market capitalization. Although other public companies participate within the relevant industry segments, we believe that the selected peer group is the most comparable in terms of size, product offerings, and implied volatility. Volatility assumptions were determined based on volatilities observed for the peer group. Both the historical and implied volatility information for the peer group was considered as available.

As we have not had a public equity share price in its recent past, management has independently determined the fair market value of the underlying common stock. In December 2005, we determined that the fair market value of our common stock was $3.30 per share. It was management's intention, absent any material macro or micro economic changes to the business, to refresh the valuation of the enterprise on a biennial basis. Accordingly, we utilized $3.30 per share as the fair market value of our common stock from January 1, 2006 until the June 2007 Recapitalization. As a result of the June 2007 Recapitalization, the fair market value of our common stock was deemed to be $24.00 per share. In December 2008, we determined that the fair value of our common stock was $7.74 per share. We have continued to use the $7.74 per share valuation during 2009 as there have not been any significant changes to the business operations during this period.

Valuation methods used in determining fair value of our common stock include an analysis of the Income Approach, Market Multiple Methodology and the Comparable Transaction Methodology. In preparing these valuations, we estimate future cash flows, growth rates, capital needs, discount rates and projected margins, among other factors. The valuation performed in December 2005 used an estimated discount rate of 16.0% based upon comparable company and industry analysis. The three methods above were weighted equally. The valuation at June 2007 was a market determined value of our common stock as the result of the recapitalization.

Assumptions to Determine Retirement Benefits Costs and Liabilities

BancTec Limited, one of our subsidiaries, sponsors the BancTec Limited Retirement Benefit Scheme which is a defined benefit arrangement. The contributions are determined on the basis of triennial valuations. We have received an actuarial report dated December 31, 2008.

The assumptions which have the most significant effect on the results of the valuation are those relating to the rate of return on investments and the rates of increase in salaries and pensions. As the scheme is closed to new entrants, the current service cost as a percentage of pensionable payroll is likely to increase as the membership ages, although it will be applied to a decreasing pensionable payroll.

The regular contributions made by BancTec Limited over the latest financial year have totaled $2.2 million. The contribution rate until June 30, 2006 was 12% of pensionable pay and after this date it decreased to 6% of pensionable pay. In addition to the regular contributions, BancTec Limited meets the costs of death in service benefits and administration expenses.

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The major assumptions used in this valuation were:



Rate of increase in salaries		2.50	%	2.50	%	2.50	%
	Rate of increase in pensions in payment and deferred pensions pre 10/99	5.00		5.00		5.00
	Rate of increase in pensions in payment and deferred pensions post 10/99	3.00		3.00		3.00
Discount rate applied to scheme liabilities		6.50		6.00		5.20
Expected asset return		6.21		6.21		5.56
Inflation assumption		3.50	%	3.50	%	3.00	%

The impact of the recent market conditions are reflected in the discount rate and the inflation rate utilized to determine the plan's benefit obligation.

The discount rate assumption was developed considering the current yield on an investment grade non-gilt index with an adjustment to the yield to match the average duration of the index with the average duration of the plan's liabilities. The index utilized reflected the market's yield requirements for these types of investments.

The inflation rate assumption was developed considering the difference in yields between a long-term government stocks index and a long-term index-linked stocks index. This difference was modified to consider the depression of the yield on index-linked stocks due to the shortage of supply and high demand, the premium for inflation above the expectation built into the yield on fixed-interest stocks and the UK government's target rate for inflation (CPI) at 2.5%.

The assumptions regarding rate of compensation increase and the percentage of members that will elect to receive a lump sum benefit at retirement were based on current observable trends.

The other assumption impacted by most significantly by the current and ongoing economic environment is the expected rate of return on plan assets. The impact of the current market conditions due to the economic environment is reflected in the expected long-term rate of return on plan assets. The yields reflected in appropriate asset indices were utilized as a base point for computation of the expected long-term rate of return. These rates were applied to the actual asset distribution of the plan at the measurement date.

The BancTec Limited Retirement Benefit Scheme assets contain 20% gilts and bonds and 80% equities. The funds are rebalanced each year in June to maintain the 80:20 profile. We intend to maintain the investment in gilts and bonds as a means to reduce the overall market risk. Determining our expected return requires a high degree of judgment, uses our historical returns as a base and places added weight on more recent asset performances.

The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice.

Other Liabilities

We are subject to various claims and contingencies associated with lawsuits, insurance, tax and other issues arising out of the normal course of business. The Consolidated Financial Statements reflect the treatment of claims and contingencies based on management's view of the expected outcome. In determining whether a loss accrual or disclosure in our consolidated financial statements is required, we consider, among other things, the degree to which we can make a reasonable estimate of the loss, the degree of probability of an unfavorable outcome, and the applicability of insurance coverage for a loss. The degree of probability and the loss related to a particular claim are typically estimated with the

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assistance of legal counsel. If the likelihood of an adverse outcome is probable and the amount is estimable, we accrue a liability in accordance with ASC 450—Contingencies ("ASC 450"), formerly SFAS No. 5, "Accounting for Contingencies." Significant changes in the estimates or assumptions used in assessing the likelihood of an adverse outcome could have a material effect on the consolidated financial results.

New Accounting Pronouncements

In February 2007, FASB issued ASC 820—Fair Value Measurements and Disclosures ("ASC 820"), formerly SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115." The fair value option permits entities to choose to measure eligible financial instruments at fair value at specified election dates. The entity will report unrealized gains and losses on the items on which it has elected the fair value option in earnings. ASC 820 is effective for fiscal years beginning after November 15, 2007 and was required to be adopted by us on January 1, 2008. We adopted ASC 820 in the Consolidated Financial Statements effective January 1, 2008, but we elected not to adopt the fair value option.

In December 2007, the FASB issued ASC 805—Business Combinations ("ASC 805"), formerly SFAS No. 141(R), "Business Combinations." This Statement replaces SFAS No. 141, "Business Combinations," and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. ASC 805 also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with ASC 805. In addition, ASC 805's requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. ASC 805 amends SFAS No. 109, "Accounting for Income Taxes," to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS No. 142, "Goodwill and Other Intangible Assets," to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. ASC 805 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the FASB issued ASC 810-10—Consolidation-Overall ("ASC 810-10"), formerly SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements." ASC 810-10 amends Accounting Research Bulletin 51, "Consolidated Financial Statements," to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ASC 810-10 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. ASC 810-10 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. ASC 810-10 is effective for fiscal periods, and

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interim periods within those fiscal years, beginning on or after December 15, 2008. We adopted ASC 810-10 in the Consolidated Financial Statements, with no material impact when adopted.

In April 2008, the FASB issued ASC 275—Presentation, Risks and Uncertainties (Certain Significant Estimates) ("ASC 275"), formerly FASB Staff Position ("FSP") FAS No. 142-3, "Determination of the Useful Life of Intangible Assets." ASC 275 FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS No. 142, "Goodwill and Other Intangible Assets." This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. ASC 275 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years and was effective for us on January 1, 2009.

In December 2008, the FASB issued ASC 450-20-60-13—Contingencies—Loss Contingencies—Relationships—Compensation—Retirement Benefits ("ASC 450-20-60-13"), formerly FAS No. 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets." ASC 450-20-60-13 amends SFAS No. 132(R) to require more detailed annual disclosure about employers' plan assets, including an understanding of how investment allocation decisions are made, the factors that are pertinent to an understanding of investment policies and strategies, the major categories of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period and significant concentrations of risk within plan assets. ASC 450-20-60-13 is effective for fiscal years ending after December 15, 2009. We continue to review ASC 450-20-60-13 and have not yet determined the impact, if any, of its adoption on our financial statements.

In April 2009, the FASB issued ASC 825—Financial Instruments ("ASC 825"), formerly FSP 107-1 and APB 28-1 "Interim Disclosures about Fair Value of Financial Instruments." ASC 825 requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. ASC 825 is effective for us as of June 30, 2009 and will not impact our consolidated financial condition or statement of operations.

In April 2009, the FASB issued ASC 820—Fair Value Measurements and Disclosures ("ASC 820"), formerly FSP 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly." ASC 820 addresses the measurement of fair value of financial assets and liabilities when there is no active market or where the price inputs being used could be indicative of distressed sales and is effective for us as of June 30, 2009. ASC 820 is not expected to have a material impact on our consolidated financial condition or results of operations.

In May 2009, the FASB issued ASC 855—Subsequent Events ("ASC 855"), formerly SFAS No. 165, "Subsequent Events." ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 is effective for us as of June 30, 2009. The adoption of ASC 855 is not expected to have a material impact on our consolidated financial condition or statement of operations.

In June 2009, the FASB issued ASC 105-10-65—Generally Accepted Accounting Principles—Transition and Open Effective Date Information ("ASC 105-10-65"), formerly SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)." ASC 105-10-65 amends FASB Interpretation No. 46(R) to require an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. ASC 105-10-65 is effective for us as of January 1, 2010. The adoption of ASC 105-10-65 is not expected to have a material impact on our consolidated financial condition or statement of operations.

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In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162" (the "Codification"). The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than SEC guidance for publicly-traded companies) is considered non-authoritative. The Codification was effective on a prospective basis for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification changed our references to U.S. GAAP accounting standards but did not materially impact our consolidated financial condition or results of operations.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, "Measuring Liabilities at Fair Value" ("ASU 2009-05"). ASU 2009-05 provides amendments to ASC 820 "Fair Value Measurements and Disclosure" for the fair value measurement of liabilities. We will adopt ASU 2009-05 for all financial liabilities in the fourth quarter of fiscal 2009. We will adopt ASU 2009-05 for all non-financial liabilities in the first quarter of fiscal 2010 when we fully adopt SFAS 157. Although we will continue to evaluate the application of SFAS 157 and this update for our non-financial liabilities, we do not expect the adoption of ASU 2009-05 will have a material effect on our consolidated financial statements.

ASC 650—Revenue Recognition ("ASC 650"), formerly EITF Issues No. 08-1, "Revenue Arrangements with Multiple Deliverables," and No. 09-3, "Applicability of AICPA Statement of Position 97-2 to Certain Arrangements That Contain Software Elements," have recently been concluded and address how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, how the arrangement consideration should be allocated among the separate units of accounting, and changes to the accounting for multiple element arrangements under AICPA Statement of Position 97-2, "Software Revenue Recognition," that contain software-enabled products. This guidance is in the process of being added to the FASB codification and will be effective for calendar year 2011, but can be early adopted. Management has not yet determined the impact these revisions will have on our revenue recognition policies.

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BUSINESS

Overview

Our Industry

In today's challenging corporate environment, businesses that process high volumes of payments, documents and other content are continually driven to improve their operating efficiencies and manage their expenditures carefully. These businesses must manage complex technologies, particularly in regards to the creation and management of content in multiple formats and compliance with regulation, both of which tend to increase the costs of operations. In addition, legislation such as Check 21, SOX and HIPAA have increased the importance of information security practices and internal controls. As a result, many business leaders have begun to re-evaluate their internal technology infrastructure and service strategies and are searching for more efficient, secure ways to automate complex, data-intensive business processes, such as payment processing and document and content processing. Automating and outsourcing these key functions allow a business to use information more effectively, generate new sources of revenue and often drive significant cost savings.

Payment processing involves the capture, extraction, assessment and archive of financial data from paper and electronic payments. Over the past five years, payment processing has undergone significant changes, including the shift away from paper to electronic payments and the demand for delivery of payment information to diverse technology platforms. Many businesses that process high volumes of payments have made substantial IT investments to centralize processing and implement legislative changes, such as Check 21. By permitting the use of check truncation, Check 21 has increased the demand for faster, more efficient electronic handling of bank documents. Check truncation is the process by which a check is converted into a digital image, which, when reprinted, serves as the official record of the check. Financial institutions employ check imaging, automatic image recognition and web accessibility as part of their efforts to reduce operating costs, facilitate timely research, handle a variety of complex transactions and provide enhanced banking services to their clients.

Document and content processing involves the electronic capture of a variety of paper and electronic documents combined with extraction of information from the documents and integration of the captured data into appropriate business applications. This paper-to-electronic conversion is driving the automation of business processes and transactions and the reduction of processing costs.

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operational efficiencies, reduce cost and focus on their core competencies. NelsonHall estimates that the global BPO market in 2008, which includes the market for our BPO services, was $311.0 billion growing at a 10.1% compounded annual growth rate to $456.6 billion in 2012. Based on this global BPO market estimate, we believe the addressable market opportunity for our payment processing BPO services in 2008 was approximately $6.9 billion, growing at an 8.9% compounded annual growth rate to $9.7 billion in 2012, and the addressable market opportunity for our document and content processing BPO services in 2008 was approximately $20.6 billion, growing at a 10.8% compounded annual growth rate to $31.1 billion in 2012.

Our Solution

We have over three decades of experience in payment processing and document and content processing. Our original business focused on the design, development and manufacture of check-sorting software and hardware for the banking industry. Over the years, we have gained experience in mission-critical processes associated with transaction processing in the financial services industry. As a result of listening to our clients' changing needs and monitoring market trends, we have enhanced our software and hardware technology and developed and expanded our offerings. Our current offerings go beyond software and hardware to include services and solutions that serve the payment processing and document and content processing needs of businesses in a variety of industries.

We focus on long-term, collaborative relationships that position us to meet our clients' payment processing and document and content processing needs. Key to meeting our clients' needs is our software, hardware and business process expertise. We deliver our offerings to our clients through two delivery models: BPO services and in-house business solutions, which enables us to provide services and solutions that meet our clients' needs. Whether delivered as a BPO service or an in-house solution, our software, hardware and process expertise helps our clients improve throughput, accuracy, cost, exception handling and data delivery.

Business Process Outsourcing Services

Our BPO services use our software, hardware, business process expertise, facilities and personnel to deliver payment processing and document and content processing for our clients in a variety of application areas. We use our tools in our BPO facilities to take responsibility for the payment processing or document and content processing portion of our BPO clients' business. Our history in managing payment processing and document and content processing gives us an in-depth understanding of our clients' business, which facilitates the transfer of these critical business processes from the client to us.

Our BPO centers use the same software and hardware that is sold as an in-house business solution to our clients that choose to operate their own facilities, easing transition of these business solution clients to a BPO model if they decide to outsource their processing operations. Our BPO contracts are typically long-term, recurring-revenue contracts delivered through our 19 outsourcing centers in the United States and Europe. Our BPO services include:

AP Invoice Processing:
Our accounts payable invoice processing service provides for accounts payable automation, managing both electronic and paper invoices for a reduction of processing cost per invoice.

Explanation of Benefit ("EOB") Processing:
Our EOB processing is designed to improve productivity, lower costs and deliver full life-cycle control by validating data, balancing EOB totals, reviewing discrepancies and matching original claims.

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Interactive Exception Processing:
Our interactive exception processing service, a flexible workflow tool, provides a web-delivered solution for managing the portion of documents companies receive in a payment process that are unable to be processed in a routine, automated way because they fail to meet quality standards.

Healthcare Revenue Cycle Services:
Our comprehensive healthcare revenue cycle solution provides a unified view into patient payments, insurance payments and deposits with reporting and data analytics.

Hosted Image Archives:
Our document imaging and archiving services provide access to documents and improved information management by converting and storing digital documents and using our web-enabled search tools to offer access to these documents.

Inbound Mail Processing:
Our inbound mail processing service allows our clients to outsource their entire mail center operations to a managed service that provides incoming mail receipt, document scanning, indexing, classification, archive, optical character recognition ("OCR")/data entry and exception processing.

Payment Processing:
Our advanced OCR technology and high speed mail opening equipment processes checks and remittance coupons and accelerates the processing of accounts receivable payments.

Image Capture:
Our high-volume image capture service helps streamline image capture processes and deliver critical throughput efficiencies.

Business Solutions

Clients who do not choose to outsource their business processing needs may contract with us to provide a number of components or a comprehensive solution for their payment processing and document and content processing needs. We customize our in-house solutions that are typically operated by our clients at their own locations to fit our clients' environment and business processes. These in-house solutions employ our software and hardware products, professional and maintenance services and third-party technology.

Once we implement an in-house business solution, we offer infrastructure services to our clients for ongoing maintenance and support of critical hardware—our own as well as third-party hardware. 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 are typically long-term and recurring in nature. We also market a full range of consumable supplies that complement our payment processing and document and content processing systems.

Payment Processing Software and Hardware

Our payment processing services and solutions bring speed and efficiency to billing and processing of remittances, checks and giros, accounts payable, tax payments and healthcare payments. Whether delivered as a BPO service or an in-house business solution, our payment processing software and hardware is key to meeting our clients' needs. Our payment processing software and hardware products include the following:

AP Master®:
Our AP Master product provides line-item purchase order matching, customized reports, integration with client enterprise resource planning systems and advanced implementation and training.

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eCap™:
Our eCap product provides automated data capture for check and list processing in traditional retail payment processing environments, plus data extraction from invoices or payment advices in the wholesale lockbox environment.

PayCourier®:
Our PayCourier product is designed for high-volume remittance processing to assist companies reduce the cost of data entry by processing payment transactions electronically.

PayCourier® Archive:
Our PayCourier Archive is a web-based archival solution merging both paper and electronic transactions, and providing tools to manage, store and retrieve high volumes of payment data and images.

Image Sentry™:
Our Image Sentry is advanced image quality and usability assurance software designed to achieve optimal image quality post-scan.

E-Series™:
Our E-Series is a family of transport systems designed for banks and payment processing centers that require reading and sorting of 600 to 1,700 checks/documents per minute.

X-Series™:
Our X-Series product is a mid-range transport for check and remittance processing offering both one- or two-pass applications. Designed for companies processing up to 100,000 items per day, the X-Series provides a scalable solution for the changing volumes of processing found in today's banks and payment processing businesses.

Document and Content Processing Software and Hardware

Our document and content processing services and solutions use recognition technology to capture and process various types of information, including machine print, handwriting, signatures, pictures and bar codes. We offer services and solutions for processing high-volume, complex, business transactions, including account origination, scan-to-archive transactions and processing of loans, credit cards, claims and inbound correspondence. Whether delivered as a BPO service or an in-house business solution, our document and content processing software and hardware is key to meeting our clients' needs. Our document and content processing software and hardware products include the following:

CenterVision®:
Our CenterVision software product processes inbound paper and electronic documents, captures and converts information from these documents into usable digital content and delivers it directly to appropriate users.

eFIRST™ Process:
Our eFIRST Process business process management suite provides analysis, modeling, development and execution of business workflows. Integration with other eFIRST products delivers enterprise-wide information capture, process management and archive solutions.

eFIRST™ Archive:
Our eFIRST Archive is a platform for building secure archive management solutions that tracks any file or document type, including images, data records, video and mixed media content.

eFIRST™ Capture:
Our eFIRST Capture product captures, classifies, sorts and processes, paper or electronic structured or unstructured documents.

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IntelliScan®:
Our document and content processing suite includes:

IntelliScan XDS: Our next-generation eXtreme Document Scanner offering our highest processing speed and resolution.

IntelliScan SDS: A small-footprint, open-track scanning system for mid-volume and distributed environments.

IntelliScan USC: Universal Scanner Control software providing real-time identification and processing on a wide range of capture devices.

Our Strategy

Our strategy is to grow our sources of recurring revenue, including our BPO business, in both the United States and Europe, to expand our client relationships, to continue to invest in product development and intellectual property and to pursue acquisitions that compliment our current business and broaden our client base.

Grow Recurring Revenue

We seek to establish and maintain long-term relationships with our clients by entering into multi-year contracts that include the payment of monthly or transactional fees, which enables us to generate recurring revenue. Due to our strong domain expertise, existing BPO centers and proprietary software and hardware products, we are able to increase our revenue by cross-selling our longer-term BPO services to our existing business solutions clients. By having a strong BPO offering as well as a full suite of business solutions, we believe we are able to meet the most demanding needs of a wide variety of clients and expand our recurring revenue business.

Expand Existing Client Relationships

We believe we provide our clients with quality service and a compelling value proposition. By leveraging our strong relationships with the senior level management teams of many of our clients, we believe we have an opportunity to expand the services and solutions used by our existing clients and to increase our revenue. We intend to continue to provide our clients with outstanding service, flexible customization of services and solutions and a dedicated focus on their business needs.

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 for and opportunity to provide additional in-house solutions and cross-sell our BPO services to our existing clients. We believe we can improve our return on invested capital by leveraging our existing base of skilled professionals and infrastructure to expand existing client relationships by providing new services and solutions in high value targeted areas.

Invest in Product Development and Intellectual Property

Our services and solutions grew out of our own research and development efforts. We are engaged in ongoing research and development activities, funded by us and our clients, for both new and existing products that support our services and solutions. We intend to continue to make significant research and development expenditures to develop new and innovative services and solutions and enhance our competitive position. We have invested approximately $2.9 million in research and development for the nine months ending September 30, 2009.

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Pursue Strategic Acquisitions

We seek to expand our capabilities and geographic footprint through acquisitions of businesses and products that complement our existing client offerings, allow us to better penetrate our target markets and expand our client base.

In June 2009, we purchased Privatgirot, a leading provider of payment processing and document and content processing services in the Nordic region of Europe. We expect that combining Privatgirot with our existing Nordic processing centers will provide a market leading portfolio of payment processing and document and content processing services to the largest and most demanding financial institutions in the Nordic region. In conjunction with this acquisition, we signed long-term BPO agreements with seven of the largest Swedish banks.

In 2008, we purchased DocuData, an imaging, content management, media storage and BPO organization. The acquisition of DocuData expanded our business in the healthcare, government and utilities segments. DocuData also increased our BPO capacity with the addition of three processing centers. Also in 2008, we purchased Document@Work, a scan to archive company based in Paris, which established our BPO presence in France.

Sales and Distribution

We offer our products, services and business solutions 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 and in-house business solutions, including software and hardware products, professional services and maintenance, and products directly to our clients. We also use indirect channels to market our products.

Other than in the emerging markets, we primarily rely on our direct sales force, and use indirect channels to complement our direct sales distribution. As of September 30, 2009, we employed 37 salespeople focused on the Americas and the emerging markets, 33 of which are responsible for selling directly to our clients and four of which are responsible for selling to value added resellers, distributors and system integrators. As of that date, we employed 40 salespeople focused on EMEA, 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.

Clients

For the nine months ended September 30, 2009, sales from our Americas operations accounted for 54.0% of our total revenue while sales from our operations in EMEA accounted for 46.0%.

Sales from our U.S. operations for the nine months ended September 30, 2009 accounted for 54.0% of our total revenue and for the years ended December 31, 2008, 2007 and 2006 accounted for 50.1%, 49.5% and 54.2%, respectively, of our total revenue, while sales from our foreign operations for the same periods accounted for 46.0%, 49.9%, 50.5%, and 45.8%, respectively, of our total revenue.

A significant portion of our revenue is concentrated among our ten largest clients which accounted for 36.6% of our revenue for the nine months ended September 30, 2009, and 33.3%, 33.9% and 57.3%

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of our revenue for the years ended December 31, 2008, 2007, and 2006, respectively. During the nine months ended September 30, 2009 and the year ended December 31, 2008, we derived 12.2% and 8.9%, respectively, of our revenue from a single client, EDS. Our relationship with EDS is governed by multiple contracts, pursuant to which we provide BPO services and systems solutions and maintenance, however, our business is not substantially dependent on any such individual contract. In general, we are required to meet specified service levels under such contracts and to indemnify EDS for, among other customary provisions, our failure to meet such service levels. EDS is able to cancel certain of these agreements for convenience upon giving us advanced notice and paying a termination fee, as specified in each such agreement. We believe our relationship with EDS to be positive. However, we can give no assurance that EDS will not elect to terminate certain of its agreements with us in the future. The loss of EDS or any other key client could have a material adverse effect on our business.

Product Development and Intellectual Property

We are engaged in ongoing research and development activities for both new and existing products, employing approximately 83 people for such activities as of September 30, 2009 and investing approximately $2.9 million in the nine months ending September 30, 2009, and $5.2 million, $6.5 million and $7.3 million in the years ended December 31, 2008, 2007 and 2006, respectively. There can be no assurance that our research and development efforts will result in successful services or solutions.

We rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary technology and brand. We or our subsidiaries own a number of registered and common law trademarks in the United States and other countries relating to our trade names, products and services, including AP Master®, BancTec®, CenterVision®, DocuData®, eFIRST®, ImageSentry®, IntelliScan®, PayCourier® and Privatgirot. Our unregistered trademarks include eCAP™, E-Series™ and X-Series™.

We hold 26 U.S. and foreign patents and have two pending patent applications. All of our patents generally pertain to software and hardware technology in the areas of document and content processing, document sorting, data compression, character recognition, document detection, image capture, image analyses, document encoding and check strip attachment and removal.

No single patent or patent application owned by us and no third party technology licensed to us is so integral to our success that we would suffer a material adverse effect if any such patent were to expire or be invalidated, if any such patent application were to be abandoned or not issued or if any such third party technology were to become unavailable. The loss of such technologies, however, could create a short term hardship while substitute methods, technology or products were obtained and implemented. If the validity of any issued or potential patents was challenged, we could encounter legal costs and expenses in enforcing our patent rights against alleged infringers. 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 any of our patents, proprietary technology, products or services obsolete.

Our industry is characterized by frequent claims of intellectual property infringement, and we have received notice of such claims in the past. We are aware of patent enforcement litigation against third parties centered around US patents 5,910,988 and 6,032,137 that could apply to our business. The litigation involves process patents for payment processing systems, that capture data remotely, and encrypt and transmit the data to a central location for processing and storage. We believe that sufficient prior art exists to invalidate any potential claims of patent infringement arising out of the litigation described above. If the patent holder sues us for patent infringement, however, we can give no assurance of a favorable outcome. We believe the cost of defending such a lawsuit could be material. See "Risk Factors—Risk Factors Relating to Our Business."

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Fluctuations in Sales Results

Our business has historically experienced fluctuations in our equipment and software sales and we may continue to experience similar fluctuations in the future. Due to the cyclical and unpredictable nature of corporate purchasing decisions, any one fiscal quarter may result in unpredictable fluctuations of our quarterly sales results throughout the fiscal year.

Competition

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 encounter competition for our services and solutions from a wide variety of companies, some of which have substantially greater resources than we have. In our BPO services business, we face competition from EDS, Affiliated Computer Services, Inc., Regulus Group LLC, First Data Corporation, JPMorgan, R.R. Donnelley & Sons Co., IBM Global Services and Aditro. In our business solutions business, we face competition from Beta Systems Software AG, Wassau Financial Systems, Inc., EMC Corporation, Unisys Corporation, ITESOFT, Metavante Technologies Inc. (now a part of Fidelity National Information Services, Inc.), Imaging Business Machines, LLC and Kofax, Inc.

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

•: reputation for reliability and service,
•: breadth and quality of services,
•: technological innovation and understanding client strategies and needs,
•: process expertise,
•: scalable infrastructure,
•: creative design and systems engineering expertise,
•: effective client support,
•: processing speed and accuracy,
•: pricing, and
•: long-term financial strength.

Facilities

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

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London, United Kingdom. Globally, we operate in 14 countries out of six major BPO facilities, which include BPO facilities with at least 33,000 square feet, and 14 other satellite BPO facilities.

Europe		United States

Major BPO facilities
Harlow, UK		Chicago, IL
Stockholm, Sweden		Columbus, GA
		Dallas, TX
Satellite BPO facilities
Heathrow, UK		Austin, TX
Durham, UK		Charlotte, NC
Paris, France		Houston, TX
Dublin, Ireland		Phoenix, AZ
Frankfurt, Germany		Philadelphia, PA
Cologne, Germany		Totowa, NJ
Utrecht, Netherlands
Tallin, Estonia

We believe that these facilities are adequate to meet our ongoing needs. The loss of any of our 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.

Foreign Sales and Assets

We operate in the following geographic areas: the United States, the United Kingdom, 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, 2008, 2007 and 2006, and long-lived assets, other than deferred taxes, at the end of each of those periods, classified by geographic area, are as set forth below. Sales to clients are attributed to the geographic area from which the sale was made.

		United States		United Kingdom		Other International		Eliminations			Consolidated

			(in thousands)
Year ended December 31, 2008
	Sales to unaffiliated clients	$	124,230	$	71,473	$	76,217	$	—		$	271,920
	Inter-area sales to affiliates		4,334		2,410		7,043		(13,787	)		—
	Long-lived assets other than deferred taxes		26,935		4,658		5,796		—			37,389
Year ended December 31, 2007
	Sales to unaffiliated clients	$	122,839	$	72,913	$	79,727	$	—		$	275,479
	Inter-area sales to affiliates		4,029		2,801		10,059		(16,889	)		—
	Long-lived assets other than deferred taxes		35,641		6,921		3,279		—			45,841
Year ended December 31, 2006
	Sales to unaffiliated clients	$	129,955	$	63,847	$	62,587	$	—		$	256,389
	Inter-area sales to affiliates		4,499		3,502		6,764		(14,765	)		—
	Long-lived assets other than deferred taxes		30,500		4,958		2,053		—			37,511

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Government Regulation

Our BPO operations are subject to several regulations, which apply directly to us and to our clients, including the Payment Card Industry Standards, security provisions of the Gramm-Leach-Bliley Act of 1999, privacy regulations imposed under HIPAA and the Fair Credit Reporting Act, as amended. Our BPO operations also undergo an annual SAS 70 audit in connection with our clients' compliance with the internal controls requirements of Section 404 of SOX. In addition, we anticipate that certain clients may in the future require that we facilitate their compliance with Item 1122 (Compliance with Applicable Servicing Criteria) of SEC Regulation AB, which requires us to implement policies and procedures to facilitate monitoring of our performance required by such regulation.

Employees

As of September 30, 2009, we had approximately 1,949 employees, 1,139 of which were located in the United States. 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.

History

Founded as a Texas corporation in 1972, we released our first product, the CheckMender, in 1973. In 1980, we successfully completed an initial public offering and we were listed on The NASDAQ Stock Market. In 1987, we became a Delaware corporation. 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, WCAS, a private equity investment firm, took us private. In 2007, we completed the June 2007 Recapitalization, which resulted in net proceeds of $351.8 million. We used a portion of the proceeds from the June 2007 Recapitalization 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 previous revolving credit facility. We sold our ITSM division in January 2009. We believe the sale allows us to sharpen our strategic focus on expanding our BPO and business solutions practices.

Legal Proceedings

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.

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MANAGEMENT

Executive Officers and Directors

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

Name			Position with the Company

*Executive Officers:*
	J. Coley Clark	64	Chief Executive Officer and Chairman of the Board of Directors
	Jeffrey D. Cushman	48	Senior Vice President and Chief Financial Officer
	Mark D. Fairchild	50	Senior Vice President and Chief Technology Officer
	Michael D. Fallin	57	Senior Vice President and President, Americas
	Michael D. Peplow	50	Senior Vice President and President, EMEA
	Robert R. Robinson	46	Vice President, General Counsel and Secretary
	Steven L. Sims	52	Vice President, Controller and Chief Accounting Officer
*Non-Employee Directors:*
	Felipe F. Atela	53	Director
	R. Randolph Devening	67	Director
	Gary J. Fernandes	66	Director
	John R. Harris	61	Director

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 Chief Executive Officer since September 2004, when he joined BancTec after 32 years with EDS. Mr. Clark has been one of our directors since March 2004, and his current term of office as a director expires in 2010. 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. Mr. Clark serves on the board of directors of i2 Technologies, Inc.

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 Chief Financial Officer of 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.

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 Global Product and Operations.

Michael D. Fallin has been Senior Vice President and President, Americas 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.

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Michael D. Peplow has been Senior Vice President and President, 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 United Kingdom 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.

Robert R. Robinson has been Vice President and General Counsel since June 2008 and Secretary since August 2008. Mr. Robinson's responsibilities include legal, contracts and the human resources function. From July 2003 to January 2008, Mr. Robinson held the positions of Senior Vice President and Group Counsel—International and Senior Vice President and Group Counsel—Corporate for Affiliated Computer Services, Inc., an IT and business process outsourcing company, where he was responsible for first the international and then the global corporate legal function. Prior to that, Mr. Robinson had served as General Counsel and Vice President of Business Development for Renew Data Corp., a provider of e-discovery services, and Vice President and General Counsel—Americas for Vignette Corporation, a provider of enterprise content management software.

Steven L. Sims has been Vice President, Controller and Chief Accounting Officer since January 2008. From May 2005 to December 2007, Mr. Sims was a consultant providing interim Controller and SEC reporting functions. From January 2003 to May 2005, Mr. Sims held the position of Controller/Director of Finance of Car Spa, Inc., a chain of high-quality car care supercenters, where he was responsible for all accounting and finance matters. From 1994 to 2001, Mr. Sims held positions of Vice President Operations of Mace Security and Chief Financial Officer/Chief Operations Officer of a Mace subsidiary prior to its merger. Prior to Mace, Mr. Sims held a number of financial positions, including Vice President of Brazos Securities and Controller of InterVoice.

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

Felipe F. Atela has been one of our directors since August 2007, and his current term of office as a director expires in 2012. Mr. Atela has been Vice President and an advisor of Convergys Corporation, a relationship management company, since October and June 2009, respectively. From December 2007 to June 2009, Mr. Atela was Chairman of Deutsche Telekom Espana, S.L., a telecommunications operator and IT business services provider. Mr. Atela's responsibilities included overseeing operations of T-Systems Spain, a technology services company. Mr. Atela serves on boards of directors of T-Systems Spain and Buongiorno S.p.A, an Italian based independent mobile media and technology company, and Arsys Internet S.L., an Internet Service Provider.

R. Randolph Devening has been one of our directors since August 2007, and his current term of office as a director expires in 2011. Mr. 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 one of our directors since March 2003 and his current term of office as a director expires in 2012. 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 Computer Associates, one of the world's largest IT management software providers and

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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.

John R. Harris has been one of our directors since August 2007, and his current term of office expires in 2010. Mr. Harris was Chief Executive Officer of eTelecare Global Solutions, Inc., a business process outsourcing company, from 2006 to 2009. Prior to eTelecare Global Solutions, Mr. Harris was the Chief Executive Officer of Seven Worldwide, Inc., a marketing services company from 2003 to 2005 and the President and Chief Executive Officer of Delinea Corporation, a professional services company serving the utility industry, from 2002 to 2003. Previously, Mr. Harris spent 25 years with EDS, during which he held a variety of executive leadership positions. Mr. Harris currently serves on the boards of directors of Premier Global Service, Inc., a provider of on-demand business process improvement solutions, and The Hackett Group, Inc., a global strategic advisory firm.

Code of Business Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all of our officers and employees, including our chief executive officer, chief financial officer and controller. We also adopted a Code of Business Conduct and Ethics for Directors that applies to all of our directors. These codes are 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 codes are critical to our ongoing success.

Director Independence

Each of Messrs. Atela, Devening, Fernandes and Harris qualifies as an independent director pursuant to the listing requirements of The NASDAQ Stock Market. Additionally, each 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.

Committees of the Board

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

Audit 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. The audit committee consists of R. Randolph Devening, Felipe F. Atela and Gary J. Fernandes. Mr. Devening is the chair of our audit committee. No member of the audit committee is, or ever was, one of our officers or employees. Each of the audit committee members is an independent director. The principal duties of the audit committee are as follows:

•: to appoint, evaluate, compensate and oversee the work of the independent auditor;
•: to review and approve the independent auditor's retention and overall scope of the annual audit and any permitted non-audit services;
•: to ensure the independent auditor's independence and set our hiring policies regarding employment of former employees of the independent auditor;
•: to review our financial statements and independent auditor reports and to discuss with management, the independent auditor and the internal auditor any significant findings during

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the year, the audit plan, the coordination of audit efforts and all critical accounting policies and practices;

•: to review and resolve issues regarding financial or audit reporting between the independent auditor and management;
•: to review and discuss policies with respect to risk assessment, risk management and financial reporting with management and the independent auditor;
•: to establish and oversee procedures for the treatment of complaints regarding financial reporting, accounting or auditing matters;
•: to review and recommend the appointment, replacement and compensation of our Chief Financial Officer and head of internal audit;
•: to evaluate the scope and effectiveness of our legal and regulatory compliance policies and programs;
•: to review, approve or ratify any transactions or courses of dealing with related persons;
•: to determine the adequacy of any requests for waivers under our code of business conduct and ethics; and
•: to address any conflicts of interests of directors and executive officers.

Compensation Committee

The compensation committee supports our board of directors by overseeing management and director compensation policies and practices. Our compensation committee consists of Gary J. Fernandes, John R. Harris and Felipe F. Atela. Mr. Fernandes is the chairman of the compensation committee. Each of the compensation committee members is an independent director. The principal duties of the compensation committee are as follows:

•: to establish our overall management compensation philosophy and policy;
•: to review and approve corporate goals and objectives relevant to compensation of executive officers and to determine the compensation level for the executive officers;
•: to review, approve and recommend all actions relating to compensation, promotion and employment related arrangements for senior management, including severance arrangements;
•: to determine if and ensure that our management compensation programs are appropriate, properly coordinated and accomplish their purposes and to recommend appropriate modifications;
•: to approve and recommend our board of directors' actions on, and to administer, any incentive and bonus plans applicable to our employees and authorize all awards under incentive compensation and equity based plans, including the award of shares or share options;
•: to review, approve and recommend action on any changes to any other forms of non-salary compensation, including retirement plans or programs;
•: to review the form and amount of director compensation and make appropriate recommendations thereon; and
•: to monitor compliance of directors and executive officers with our policies regarding stock ownership.

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Nominating and Corporate Governance Committee

The nominating and corporate governance committee assists our board of directors in determining individuals qualified to serve as directors and overseeing, implementing and reviewing our overall corporate governance. Our nominating and corporate governance committee consists of: John R. Harris and R. Randolph Devening. Mr. Harris is the chairman of the nominating and corporate governance committee. No member of the nominating and corporate governance committees is, or ever was, one of our officers or employees. Each member of the nominating and corporate governance committee is an independent director. The principal duties of the nominating and corporate governance committee are as follows:

•: to identify, screen and review director nominees and recommend candidates to fill our board of director vacancies;
•: to recommend, implement and review our policies and procedures for identifying and reviewing director nominee candidates;
•: to review the composition of our board of directors for independence, skill, diversity and other desired qualities;
•: to recommend whether each director qualifies as independent;
•: to review the size of our board of directors and make recommendations as to appropriate changes;
•: to address conflicts of interest of directors and executive officers;
•: to review and recommend any changes in the compensation of directors; and
•: to develop, recommend and implement corporate governance guidelines as necessary.

Compensation Committee Interlocks and Insider Participation

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

Prior to the August 2007 appointment of Messrs. Fernandes, Harris and Atela to the compensation committee, Robert A. Minicucci, a general partner of WCAS, served as the sole member of the compensation committee. For a description of related party transactions between us and WCAS, see "Certain Relationships and Related Party Transactions—Related Party Transactions" included elsewhere in this prospectus.

Indemnification

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" included elsewhere in this prospectus for further information.

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EXECUTIVE COMPENSATION

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.

Compensation Discussion and Analysis

Overview of Compensation Program

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 and uses judgment and discretion rather than relying solely on formulaic results. Throughout this discussion, the individuals listed in the Summary Compensation Table on page 79 are referred to as the "named executive officers."

Compensation Policy and Executive Compensation

The executive compensation program is designed to attract, motivate, reward and retain those 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 our and individual performance. Executive compensation is dependent upon the our 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:

•: annual base salary;
•: annual target incentive bonus, the amount of which is dependent on the our financial performance; and
•: long-term incentive awards, currently provided in the form of awards of restricted stock.

Our executive compensation program is intended to:

•: reward performance which drives successful operating results;
•: link executive and stockholder long-term interests through equity-based compensation arrangements and to recognize individual contributions toward the achievement of corporate goals and objectives;
•: reinforce a team focus and therefore reward both individual success and the success of the organization; and
•: accommodate the financial resources available to us based on the goal of maximizing return to stockholders.

Determination of Executive Compensation

Each of our named executive officers entered into an employment agreement with us setting forth each such officer's annual salary and annual target incentive bonus level, in each case, subject to annual review and discretionary increase by our compensation committee in order to reflect changes in job responsibility or to reward individual performance. The base salary provided in each such employment

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agreement was based on the officer's position, the officer's contributions to our performance and the compensation level required to retain the executive.

Base salaries are intended to be competitive in the marketplace and are designed to provide an annual salary at a level consistent with individual experience, skills and contributions to our business. The annual target incentive bonus level for each executive officer is set under the terms of such officer's employment agreement (at 100% of the officer's base salary in the case of the named executive officers), consistent with our belief that bonuses should represent a significant portion of the total compensation paid to our executive officers, and should be dependent upon our annual performance. Long-term incentive compensation is granted from time to time at the discretion of the compensation committee, and is designed to align the financial interests of our executive officers with the interests of our stockholders by having the realizable value of such compensation depend upon an increase of our stock price.

We do not have a strict policy for allocating between either long-term or currently paid out compensation or cash and non-cash compensation. We strive to have an appropriate mix of compensation that rewards and motivates annual performance and long-term performance. No single mix of elements would be optimal for all of our executive officers.

We currently have three individuals serving on our compensation committee and have adopted a charter governing such committee. For a description of the principal duties of our compensation committee, please see the section entitled "Management—Compensation Committee" located elsewhere in this prospectus. Our compensation committee determines the compensation of our Chief Executive Officer. Historically, our compensation committee has relied upon the recommendations of our Chief Executive Officer, particularly with respect to those executive officers that report directly to him, regarding the determination of executive compensation (other than his own) and the relative mix of the three principal components thereof.

In awarding executive compensation, we take the following elements of individual performance into account: the roles and responsibilities of our executive officers; the individual experience and skills of, and expected contributions from, our executive officers; the professional effectiveness and capabilities of the executive officer; and the performance of the executive officer against the target thresholds used to determine the annual target incentive bonus. While we have not used any formula to determine compensation based on these factors (other than the thresholds set in relation to the annual target incentive bonus), for compensation paid from 2004 to the present, we have placed the most emphasis in determining compensation on our understanding of the amount of compensation generally paid to executive officers with similar roles and responsibilities and our subjective assessment of the professional effectiveness and capabilities of the executive officer.

Our understanding of the amount of compensation generally paid to executive officers with similar roles and responsibilities was based on our compensation committee's and Chief Executive Officer's own business judgment and collective experience in such matters.

The compensation committee reviews, approves and administers management compensation policies and practices, including all forms of incentive compensation. Our compensation committee has authority to exercise discretion in the administration of such programs, and has used such discretion in the past in order to award compensation absent attainment of target performance goals.

We have not yet experienced a situation in which the relevant performance measures taken into account in determining incentive compensation have had to be adjusted or restated in a manner that would have reduced the size of the compensation award or payment after payment of such amounts had already been made. In order to avoid such an occurrence, we do not pay bonuses under our annual incentive plan until the audit of our year-end financial statements is complete. Were such an adjustment or restatement to occur following our payment of incentive compensation, however, our

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compensation committee would consider any such adjustment or restatement in light of the circumstances under which it was required, and make a determination at that time as to how to treat any previously paid incentive compensation which was based upon the performance measures subject to such adjustment or restatement. We do not have a formal policy requiring repayment by our executive officers of incentive compensation under such circumstances at this time.

Relative Size of Major Compensation Elements

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 our objectives and personal objectives, and equity awards and other long-term incentives designed to align the interests of executive officers with those of our stockholders. The level of incentive compensation typically corresponds to an executive officer's responsibilities, with the level of incentive compensation for more senior executive officers being a greater percentage of total compensation than for less senior executive officers.

Annual Base Salary

The base salary for each named executive officer is determined by the compensation committee and is designed to be at levels considered appropriate for our named executive officers based upon their relative experience level and position with us. Our determination of appropriate compensation levels was based on our compensation committee's and Chief Executive Officer's own business judgment and collective experience in such matters, which they may supplement from time to time with advice from an executive compensation consultant regarding selected issues. In determining 2008 and 2009 compensation, we generally did not base our understanding of appropriate compensation levels on quantitative data or benchmarking against any specific similar company or set of similar companies.

Annual Executive Incentive Plans

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 executive incentive 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 objectives set by the compensation committee at the beginning of the fiscal year. The achievement of the objectives 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 our EBITDA objectives. The employment agreements between us and our named executive officers provide that the target payout for each such officer is 100% of his base salary, with any reduction in the target payout being grounds for such officer to terminate his employment with us "for good reason." See "Executive Compensation—Employment Agreements" located elsewhere in this section for a description of the employment agreements between us and our named executive officers.

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The table below presents the 2009 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	2009 Base Salary

J. Coley Clark 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 and President, Americas	$	325,000		100	%
Brendan P. Keegan(1) Senior Vice President, Strategy and Business Development and President, ITSM	$	325,000		100	%
Michael D. Peplow Senior Vice President and President, EMEA	$	279,633	(2)	100	%

(1): Mr. Keegan's employment with us ended on January 15, 2009, upon the sale of the ITSM division to a wholly-owned subsidiary of QualxServ, LLC.
(2): Mr. Peplow's salary is paid in Pounds Sterling and, for purposes of the above table, has been converted to U.S. Dollars using the Sterling to U.S. Dollars exchange rate in effect on September 30, 2009.
(3): Pursuant to the terms of our 2009 Executive Incentive Plan, if certain revenue objectives are met in addition to the target EBITDA objectives, then each named executive officer's bonus payout under such plan will increase by 20% of the target bonus payout.

The compensation committee and board of directors annually review our performance against the objectives set forth in the annual incentive plan and approve awards consistent with the plan. The determination of the amount of award to be paid under our annual incentive plan over the last three fiscal years was based on our attainment of its annual financial objectives in 2006, 2007 and 2008.

During 2008, the target payout for each of our executive officers was 100% of his base salary. Based on 2008 actual financial results compared to the pre-established objectives, the plan EBITDA targets were not attained and therefore no bonus awards were made to any executive officer under the 2008 annual incentive plan.

During 2007, the target payout for each of our executive officers was 100% of his base salary. Based on 2007 actual financial results compared to the pre-established objectives, the plan targets of combined EBITDA and revenue growth were only partially attained and therefore, bonus awards of 57% of the target threshold amount for each executive officer were made under the 2007 annual incentive plan.

During 2006, the target payout for each of our executive officers was 100% of his base salary. Based on 2006 actual financial results compared to the pre-established objectives, the plan targets of combined EBITDA and revenue growth were met in 2006 and, therefore, bonus awards ranging from 109% to 121% of the target threshold amount for each executive officer were made under our 2006 annual incentive plan. The compensation committee exercised its discretion in increasing the size of the payouts under the 2006 annual incentive plan based upon our annual performance.

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For purposes of determining the target percentage under our annual incentive plan, the compensation committee selects internal EBITDA target levels that it believes are achievable while also indicative of strong financial performance. The compensation committee designs our target levels to be challenging but attainable if we have what we consider to be a successful year. Items such as sales, productivity improvement and customer retention impact whether or not our EBITDA profit objective is met, and make it difficult for any one executive to receive his full annual incentive bonus unless there has been strong overall performance. Overall, we expect that we will pay at least some portion of the annual incentive bonus to each of its executive officers for their 2009 performance.

Over the past five years, we have achieved performance at the target level one time. The payout percentage over the past five years has been between approximately 0% and 121% of the participants' target award opportunity. Generally, the compensation committee sets the minimum, target and maximum levels such that the relative difficulty of achieving the target level is consistent from year to year.

Long-Term Incentive Awards

In connection with the closing of our June 2007 Recapitalization we adopted the 2007 Equity Incentive Plan, which replaced the 2000 Stock Plan. In September 2008, we adopted the 2008 Equity Incentive Plan. These Equity Incentive Plans govern the terms of equity awards we grant to employees and are intended to increase stockholder value through the alignment of executive pay with our corporate strategic goals and to support alignment between executive actions and our long-term strategic plan. Additionally, these plans provide us a means of directly aligning our executive officers' financial reward opportunities with our stockholders' return on investment.

Immediately following the closing of our June 2007 Recapitalization, our compensation committee granted 743,335 incentive options and 125,334 shares of restricted stock to our named executive officers. Under the 2007 Equity Incentive Plan, the incentive options were granted at a fixed exercise price of $24.00 per option share (the per share price paid by stockholders in connection with the June 2007 Recapitalization). As explained below, all of the options granted under the 2007 Equity Incentive Plan, other than those options held by employees primarily affiliated with our ITSM division, were exchanged for grants of restricted stock in December 2008. For the detailed vesting schedule of these and all other awards made to our named executive officers, please see the section entitled, "Outstanding Equity Awards at Fiscal Year-End 2008" contained elsewhere in this prospectus.

In November 2008, the compensation committee awarded 46,836 shares of restricted stock with time-based vesting criteria and 46,836 shares of restricted stock with performance-based vesting criteria to our named executive officers under the 2008 Equity Incentive Plan. The compensation committee determined that the combination of time- and performance-based vesting criteria associated with such awards encourages our officers to remain with us as well as to better align their financial interests with those of our stockholders. Shares of restricted stock with time-based vesting criteria under the 2008 Equity Incentive Plan typically vest equally over three anniversary years while the shares of restricted stock with performance-based vesting criteria typically vest over three calendar years, provided that certain revenue and EBITDA targets are reached (as outlined in each award agreement).

In December 2008, we provided for the exchange of outstanding stock options that were granted under the Equity Incentive Plans for new awards of restricted stock. This exchange was conducted to provide long-term incentives to our affected employees due to the fact that the exercise prices of the exchanged options were generally substantially above the fair market value of our common stock. Except for employees primarily affiliated with the ITSM division, which was then for sale, all of our executive officers and employees participated in the exchange. We allowed such non-ITSM affiliated executive officers and employees to exchange their stock options for grants of restricted stock with performance-based vesting criteria, having a value, based on a Black-Scholes calculation, approximately

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equal to the value of the exchanged options. Under the 2007 Equity Incentive Plan, our named executive officers exchanged 631,668 options for 154,066 shares of restricted stock, having an approximate value equal to $7.74 per share.

In January 2009, pursuant to the 2007 Equity Incentive Plan, all outstanding unvested stock options granted to our ITSM-affiliated employees became vested when their employment with us ended in connection with the sale of our ITSM division. No such outstanding vested stock options were exercised by April 15, 2009, resulting in the forfeiture of all the outstanding stock options under the 2007 Equity Incentive Plan.

In March 2009, the compensation committee awarded 270,000 shares of restricted stock with time-based vesting criteria and 270,000 shares of restricted stock with performance-based vesting criteria to our named executive officers under our 2007 Equity Incentive Plan. These grants were provided to our named executive officers to encourage our further short-term and long-term growth.

Under the Equity Incentive Plans, future equity awards will be granted at the discretion of the compensation committee. The compensation committee will review at least annually each potential grantee's performance, and based on such evaluation, determine and approve any long-term incentive compensation for such potential grantee. For both executive officers and other grantees, in making such awards, the compensation committee will review as appropriate an individual's level of responsibility within his or her area, such individual's executive development potential and competitive market norms.

We do not have a strict policy for determining the timing of equity incentive awards. The compensation committee periodically reviews all aspects of short-term and long-term incentives and makes any awards based on that evaluation.

Employment and Retirement Benefits

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

We do not have a defined benefit plan for our employees in the United States, but instead encourage saving for retirement through the 401(k) Retirement Saving Plan ("401(k) Savings Plan"), to which we may make matching contributions. Employees may contribute up to 100% of their annual salary, including bonuses, into the plan (subject to Internal Revenue Service ("IRS") limits). We may match a percentage of each employee's pre-tax contributions during each year, in our sole discretion. All employee contributions are fully vested upon contribution. Any matching Company contributions are fully vested upon completion of one year of service.

Termination and Change of Control Benefits

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. The employment agreements also provide for certain enhanced benefits if we experience a change of control. We believe the change of control provisions contained in our executive employment agreements help us attract and retain a well-qualified management team. See "Executive Compensation—Potential Payments Upon Termination or Change of Control" below for a description of the change of control benefits and events that trigger payment thereof.

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2008 Total Compensation for the Chief Executive Officer

When J. Coley Clark became our Chief Executive Officer in September 2004, the compensation committee designed a compensation plan that 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 compensation committee annually reviews Mr. Clark's compensation to ensure that it continues to meet our objectives.

Summary Compensation Table

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		Salary ($)		Bonus ($)(1)			Stock and Option Awards ($)(2)(3)		Non-Equity Incentive Plan Comp ($)(4)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)

J. Coley Clark Chief Executive Officer and Chairman	2008 2007 2006	$	475,000 462,308 450,000	$	— 1,100,000 —		$	120,700 318,443 —	$	— 270,750 545,000	$	— — —		— — —	$	595,700 2,151,501 995,000
Jeffrey D. Cushman Senior Vice President and Chief Financial Officer	2008 2007 2006	$	327,581 316,740 303,846	$	— 300,000 —		$	53,250 59,140 37,400	$	— 187,442 353,846	$	— — —	$	1,550 1,550 1,500	$	382,381 864,872 696,592
Michael D. Fallin Senior Vice President and President, Americas	2008 2007 2006	$	325,000 312,308 299,039	$	— 325,000 50,000	(7)	$	53,250 60,656 —	$	— 185,250 324,039	$	— — —	$	1,550 1,550 1,500	$	379,800 884,764 674,578
Brendan P. Keegan Senior Vice President, Strategy Business Development and President, ITSM	2008 2007 2006	$	325,000 312,308 300,000	$	— 350,000 —		$	53,250 57,623 11,000	$	— 185,250 350,000	$	— — —	$	42,414 32,571 59,757	$	420,664 937,752 720,757
Michael D. Peplow(8) Senior Vice President and President, EMEA	2008 2007 2006	$	284,917 290,946 258,947	$	19,997 329,524 —		$	53,250 100,136 33,000	$	— 168,448 281,368	$	47,894 — 19,965	$	19,071 26,650 25,445	$	425,129 915,704 618,725

(1): The amounts in the table represent a discretionary bonus paid to certain executive officers as compensation for their services to us in connection with the June 2007 Recapitalization along with certain other discretionary bonuses awarded by the compensation committee.
(2): Except with respect to Mr. Keegan, on December 23, 2008, the named executive officers exchanged all previously granted options (totaling 631,668 options) for a total of 154,066 shares of restricted stock, on a value-for-value basis. Such restricted stock was valued at $7.74 per share.
(3): The amounts in the table reflect the compensation expense calculated in accordance with the provisions of ASC 718 for stock and option awards granted to the named executive officers in 2006 to 2007. In December 2004, the FASB amended ASC 718. This amendment requires us to recognize compensation expense for stock options and other stock related awards granted to the employees and directors based on the estimated fair value under ASC 718 of the equity instrument at the time of grant. The compensation expense is required to be recognized over the vesting period. The requirements of the amendment of ASC 718 became effective beginning in the first quarter of 2006. The assumptions used to determine the

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valuation of the awards are discussed in "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements included elsewhere in this prospectus. See Note (2) above regarding the exchange of options granted for grants of restricted stock.

(4): Amounts shown represent the amounts earned under our annual incentive plans for 2008, 2007 and 2006. The amounts paid under the 2006 and 2007 annual incentive plans were based on achievement of a combination of target levels of EBITDA and revenue growth. The amounts paid in 2008 were based on achievement of EBITDA target levels.
(5): Represents the increase in the actuarial present value of pension benefits between each of fiscal year-end 2006, 2007 and 2008 and the respective prior year. See the "Pension Benefits" table below for further discussion regarding our UK pension plans.
(6): Includes our contributions under certain benefit plans and other arrangements for the named executive officers. Our 401(k) Savings Plan is a tax-qualified plan subject to government imposed annual limitations on contributions. Non-U.S. employees (such as Mr. Peplow) maintain the retirement benefits from their home country. The amounts related to retirement plan benefits and other non-retirement plan benefits listed in the column entitled "All Other Compensation" in the Summary Compensation Table above for the year ended December 31, 2008 are as follows:

Name	401(k) Savings Plan		Automobile		Commuting Cost		Total

J. Coley Clark	$	—	$	—	$	—	$	—
Jeffrey D. Cushman		1,550		—		—		1,550
Michael D. Fallin		1,550		—		—		1,550
Brendan P. Keegan		—		—		42,414		42,414
Michael D. Peplow		—		19,071		—		19,071

(7): The $50,000 bonus paid to Mr. Fallin in 2006 is a result of the execution of a BPO services contract completed in 2005.
(8): The amounts paid to Mr. Peplow were paid in Pounds Sterling and were converted to U.S. Dollars using the weekly average Sterling to Dollars rate for 2008, 2007 and 2006, respectively.

Grants of Plan-Based Awards

The following table shows awards that were granted to the named executive officers during the fiscal year ended December 31, 2008 under non-equity and equity plans, including the 2008 annual incentive plan and the Equity Incentive Plans.

				Estimated Future Payouts Under Non-equity Incentive Plan Awards(3)					Estimated Future Payouts Under Equity Incentive Plan Awards(4)

																Grant Date Fair Value of Stock Awards ($)
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)	Threshold (#)		Target (#)		Maximum (#)			Grant Date Fair Value of Stock Awards ($)
J. Coley Clark		11-14-2008 12-23-2008 N/A	(1) (2)		— — —	$	— — 475,000	— — $475,000		— — —		20,334 72,358 —		20,334 72,358 —	20,334 — —	$	314,770 560,051 —
Jeffrey D. Cushman		11-14-2008 12-23-2008 N/A	(1) (2)		— — —		— — 328,846	— — 328,846		— — —		8,834 27,236 —		8,834 27,236 —	8,834 — —		136,750 210,807 —
Michael D. Fallin		11-14-2008 12-23-2008 N/A	(1) (2)		— — —		— — 325,000	— — 325,000		— — —		8,834 27,236 —		8,834 27,236 —	8,834 — —		136,750 210,807 —
Brendan P. Keegan		N/A			—		325,000	325,000		—		—		—	—		—
Michael D. Peplow		11-14-2008 12-23-2008 N/A	(1) (2)		— — —		— — 297,260	— — 297,260		— — —		8,834 27,236 —		8,834 27,236 —	8,834 — —		136,750 210,807 —

(1): All awards of restricted stock on this date were granted under our 2008 Equity Incentive Plan.
(2): Except with respect to Mr. Keegan, on this date the named executive officers exchanged all previously granted options (totaling 631,668 options) for a total of 154,066 shares of restricted stock, on a value-for-value basis under our 2007 Equity Incentive Plan. Such restricted stock was valued at $7.74 per share.

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(3): Represents threshold, target and maximum payout levels under our 2008 annual incentive plan for 2008 performance. The actual payout with respect to each named executive officer is shown in the Summary Compensation Table in the column titled "Non-Equity Incentive Plan Compensation."
(4): These performance-based restricted stock grants vest as follows: (a) beginning with fiscal year 2009 and ending with fiscal year 2011, ¹/3 of the restricted stock vests for each fiscal year in which our performance targets (as defined in the restricted stock award) based on our annual revenue and annual EBITDA were achieved, and (b) for any fiscal year in which the annual performance targets were not achieved, such portion will vest if in the subsequent fiscal year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award).

Narrative Disclosure to Summary Table and Grants of Plan-Based Awards

Employment Agreements

We have entered into employment agreements with each of the named executive officers. For each of these key employees, the employment agreement had 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, a target annual incentive bonus equal to 100% of base salary, participation in our benefit plans and programs in effect from time to time, discretionary bonuses in connection with our June 2007 Recapitalization 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 us and the executive officers listed above regarding the terms of such executive officer's employment with us.

The base salaries for 2009 for each of our four named executive officers who remain with us is as follows: J. Coley Clark—$475,000; Jeffrey D. Cushman—$328,846; Michael D. Peplow—$279,633; and Michael D. Fallin—$325,000. Brendan P. Keegan, who left the Company on January 15, 2009 upon the closing of the sale of the ITSM division to a wholly-owned subsidiary of QualxServ, LLC, was entitled to an annual base salary of $325,000 had he remained with us. Mr. Keegan was paid a pro-rata portion of his base salary for his 15 days with us and upon his departure he received severance payments totaling $998,617, plus accelerated vesting of his equity awards. Each officer is also entitled to various "gross-up" payments for certain excise taxes he or she may incur in connection with his compensation or any severance payments.

Under the employment agreements, the named executive officers are entitled to severance benefits in the event of a termination without cause (defined below) or a resignation for good reason (defined below), including by reason of death or permanent disability. For a description of such severance benefits, see "Executive Compensation—Potential Payments Upon Termination or Change of Control" located elsewhere in this section.

For purposes of the employment agreements, the term "cause" means: (a) a material breach of, or the willful failure or refusal by the named executive 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 business days after notice specifying the performance required; (c) any material violation by the officer of a policy contained in our Code of Conduct 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 us to renew the term of an officer's employment agreement will constitute a termination without cause.

For purposes of the employment agreements, the term "good reason" means: without the named executive officer's express written consent, (a) a reduction in the officer's base salary or annual target

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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 us 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 by us to comply with and satisfy the terms of the employment agreement.

The employment agreements also provide for certain change of control benefits. For a description of these change of control benefits and the events that trigger such benefits, see "Executive Compensation—Potential Payments Upon Termination or Change of Control" located elsewhere in this section.

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.

Equity Incentive Plans

We provide long-term equity incentive compensation to retain our named executive officers and to provide for a significant portion of their compensation to be at risk and linked directly with appreciation of stockholder value. We generally provide long-term compensation through equity awards in the form of restricted stock with time- and performance- based vesting criteria and under the terms and conditions of our Equity Incentive Plans.

Second Amended and Restated 2007 Equity Incentive Plan. In connection with the closing of our June 2007 Recapitalization we adopted the 2007 Equity Incentive Plan, which replaced the 2000 Stock Plan. The 2007 Equity Incentive Plan was last amended and approved by our board of directors in March 2009 and has a 10 year term.

The 2007 Equity Plan authorizes awards of up to 1,252,000 shares of our common stock. Awards covering more than 342,000 shares of common stock may not be granted to any participant in any calendar year.

Our 2007 Equity Plan provides for the issuance of four types of awards: stock options, stock appreciation rights, restricted stock, and, at the discretion of our compensation committee, other stock-based awards. Our employees, consultants and directors are eligible to receive awards under the 2007 Equity Plan.

The stock options issued under the 2007 Equity Incentive Plan fall into two categories: incentive stock options, which meet the requirements of Section 422 of the Internal Revenue Code, and non-qualified stock options. While we may grant incentive stock options only to employees, we may grant non-qualified stock options or restricted stock to any eligible participant.

Unless otherwise determined by the compensation committee, the named executive officers will not have voting rights or receive dividends with respect to restricted stock. Generally, if certain events occur, including a change of control or a qualifying termination or resignation, any unvested options or restricted stock awarded to a named executed officer will vest immediately.

The 2007 Equity Incentive Plan authorizes the compensation committee to award any award as "qualified performance based compensation" under Section 162(m) of the Internal Revenue Code. The compensation committee must establish performance criteria for such awards within 90 days after the commencement of a performance period.

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The 2007 Equity Incentive Plan is administered by our compensation committee, which has the authority to select the recipients of the awards and to determine:

•: the terms and conditions of the award;
•: the vesting dates of any award;
•: the term of period of exercisability of any award;
•: the exercise price or purchase price of any awards; and
•: the number of shares attached to any award.

As of September 30, 2009, there were 1,199,911 shares of restricted stock outstanding under the 2007 Equity Incentive Plan and no outstanding stock options. There are currently 52,089 shares remaining for issuance under the 2007 Equity Incentive Plan.

Amended and Restated 2008 Equity Incentive Plan. Our 2008 Equity Incentive Plan was last amended in October 2008 and has a 10 year term. The 2008 Equity Incentive Plan permits us to issue up to 333,334 shares. No more than 83,334 shares may be issued to any participant in a single year.

The 2008 Plan provides for the issuance of two types of awards: stock options and restricted stock. Our employees, consultants and directors are eligible to receive awards under the 2008 Equity Incentive Plan.

Unless otherwise determined by the compensation committee, the named executive officers will not have voting rights or receive dividends with respect to restricted stock. Generally, if certain events occur, including a change of control of the Company or a qualifying termination or resignation, any unvested options or restricted stock awarded to a named executed officer will vest immediately.

The Committee may designate restricted stock awards as "qualified performance based compensation" under Section 162 of the Internal Revenue Code. Stock options under the 2008 Equity Incentive Plan may only be nonqualified stock options.

The plan is administered by the compensation committee of our board of directors, which has the authority to select the recipients of the awards and to determine:

•: the terms and conditions of the award;
•: the vesting dates of any award;
•: the term of period of exercisability of any award;
•: the exercise price or purchase price of any awards; and
•: the number of shares attached to any award.

As of September 30, 2009, there were 331,259 shares of restricted stock and no stock options outstanding under the 2008 Equity Incentive Plan. There are 2,075 shares remaining for issuance under the 2008 Equity Incentive Plan.

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Outstanding Equity Awards at Fiscal Year-End 2008

The following table sets forth information regarding the outstanding equity awards of our named executive officers as of December 31, 2008.

									Stock Awards

																	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)
														Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)
	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested ($)
J. Coley Clark		— — —		— — —		— — —		— — —		34,000 20,334 —	(1) (2)	$	816,000 157,385 —		— — 20,334 72,358	(3) (4)	$	— — 717,435 560,051
Jeffrey D. Cushman		— — —		— — —		— — —		— — —		15,000 8,834 —	(1) (2)		360,000 68,375 —		— — 8,834 27,236	(3) (4)		— — 68,375 210,807
Michael D. Fallin		— — —		— — —		— — —		— — —		15,000 8,834 —	(1) (2)		360,000 68,375 —		— — 8,834 27,236	(3) (4)		— — 68,375 210,807
Brendan P. Keegan		27,917		83,750	$	24.00		4-15-2009		15,000			360,000		—			—
Michael D. Peplow		— — —		— — —		— — —		— — —		15,000 8,834 —	(1) (2)		360,000 68,375 —		— — 8,834 27,236	(3) (4)		— — 68,375 210,807

(1): These restricted stock awards were granted under our 2007 Equity Incentive Plan, with 25% of the award vesting on each the first four anniversaries of the vesting commencement date. The vesting commencement date was June 27, 2007. Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in the "Executive Compensation—Potential Payments upon Termination or Change of Control" section, located elsewhere in this prospectus.
(2): These restricted stock awards were granted under our 2008 Equity Incentive Plan, with 25% of the award vesting on each of the first and second anniversary of the vesting commencement date and 50% of the award vesting on the third anniversary of the vesting commencement date. The vesting commencement date was November 14, 2008. Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in the "Executive Compensation—Potential Payments upon Termination or Change of Control" section, located elsewhere in this prospectus.
(3): These restricted stock awards were granted under our 2008 Equity Incentive Plan and vest as follows: (a) beginning with fiscal year 2009 and ending with fiscal year 2011, 33¹/3% of the restricted stock vests for each fiscal year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any fiscal year in which the annual performance targets were not achieved, such portion will vest if in the subsequent fiscal year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award). Such vesting is

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subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in the "Executive Compensation—Potential Payments upon Termination or Change of Control" section, located elsewhere in this prospectus. The targets for fiscal years 2009 through fiscal year 2011 require significant yearly growth in revenue and EBITDA and will be challenging for us to achieve.

(4): These restricted stock awards were granted under our 2007 Equity Incentive Plan and vest as follows: (a) beginning with fiscal year 2009 and ending with fiscal year 2011, 33¹/3% of the restricted stock vests for each fiscal year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any fiscal year in which the annual performance targets were not achieved, such portion will vest if in the subsequent fiscal year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award). Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in the "Executive Compensation—Potential Payments upon Termination or Change of Control" section, located elsewhere in this prospectus. The targets for fiscal years 2009 through fiscal year 2011 require significant yearly growth in revenue and EBITDA and will be challenging for us to achieve.

Option Exercises and Stock Vested

The following table sets forth certain information regarding the vesting of restricted stock held by our named executive officers during the fiscal year ended December 31, 2008.

	Stock Awards

	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(1) ($)
J. Coley Clark		11,333	$	120,707
Jeffrey D. Cushman		5,000		53,250
Michael D. Fallin		5,000		53,250
Brendan P. Keegan		5,000		53,250
Michael D. Peplow		5,000		53,250

(1): The value of shares was determined by multiplying the number of shares granted by the per-share price of $10.65, which was the fair value of our common stock on the date of vesting.

Pension Benefits

Name	Plan Name		Present Value of Accumulated Benefit(1) ($)		Payments During Last Fiscal Year ($)

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	11	$	258,895	$	—

(1): The present value of these benefits is shown based on the assumptions used in determining the annual pension expense, as shown in "Note L—Employee Benefit Plan" to our Consolidated Financial Statements.

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BancTec Limited Retirement Benefits Scheme

The BancTec Limited Retirement Benefits Scheme (the "Scheme") is a defined benefit or final salary pension scheme under which members receive a pension for life based on the length of their scheme membership and their earnings at or near retirement or earlier leaving. The Scheme has existed since at least April 1, 1977. The Scheme was closed to new entrants on October 1, 2001.

Members currently contribute at 9% of pensionable salary and the employer contributes 6% of pensionable salary to meet the cost of ongoing accrual. In addition, members may pay additional voluntary contributions to provide additional benefits on a money purchase basis.

Pensionable salary is defined as the base salary of the member at July 1 each year. The final pensionable salary is the highest average of three consecutive pensionable salaries during the last ten years.

Increases in pensionable salary, other than promotional increases, for active members have been restricted by member consent to no more than 2.5% per annum.

Normal retirement age is 65 and the pension amounts are as follows: for service up to March 31, 1977, 1/20th of final pensionable salary for each complete year of pensionable service with a proportionate amount for each additional month of pensionable service; for service from April 1, 1977 onwards, 1/60th of final pensionable salary for each complete year of pensionable service with a proportionate amount of each additional month of pensionable service.

Pensions accrued prior to October 1, 1999 receive increases at the rate of 5% per annum and pensions accrued from October 1, 1999 will increase at the rate of the increase in Retail Prices Index subject to a maximum of 5% per annum.

Potential Payments Upon Termination or Change of Control

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. Our named executive officers are also entitled to certain enhanced benefits if such resignation or termination is 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. For a description of the terms "cause" and "good reason," see "Executive Compensation—Narrative Disclosure to Summary Table and Grants of Plan Based Awards—Employment Agreements" located elsewhere in this section.

In the event of a resignation for good reason or a termination without cause, the named executive officers are entitled to severance benefits which include: (if such resignation or termination is not in connection with a change of control) (a) the continuation of the officer's base salary for a period of 12 months (24 months in the case of Mr. Clark); (b) the officer's annual target incentive bonus for the year in which his employment was terminated (two times the annual target incentive bonus in the case of Mr. Clark); (c) immediate vesting of all unvested equity incentive awards (except in the case of death or permanent disability); and (d) 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 as soon as practical following review and acceptance of the prior year's audit by the audit committee of the board of directors or by June 30^th of the year following the end of the calendar year to which such bonus relates.

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

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change of control, the named executive officers are entitled to severance benefits which include: (a) the same severance benefits described above an officer would be entitled to upon a resignation with good reason or a termination without cause and (b) a pro rata portion of the annual target incentive bonus the officer would have received if he had remained our employee through the end of the applicable calendar year, to be paid in a lump sum as soon as practical following review and acceptance of the prior years' audit by the audit committee of the board of directors or by June 30th of the year following the end of the calendar year to which such bonus relates (except that in the case of Mr. Peplow, such pro rated portion is to be paid out in a lump sum no later than 2¹/2 months following the end of the calendar year to which such bonus relates). In addition, the named executive officers are entitled to accelerated vesting of outstanding unvested equity awards to become effective immediately prior to the event of a change of control.

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

(a) any person is or becomes the beneficial owner (except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is currently exercisable or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of our voting stock, including by way of merger, consolidation, tender, exchange offer or otherwise;

(b) the sale or disposition, in one or a series of related transactions, of all or substantially all, of our assets to any person;

(c) during any period of two consecutive years commencing on or after the effective date of the 2007 Equity Incentive Plan (which was June 27, 2007), individuals who as of the beginning of such period constituted the entire board (together with any new directors whose election by such board or nomination for election by our stockholders was approved by a vote of at least two-thirds of our directors, then still in office, who were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or

(d) approval by our stockholders of our complete liquidation or dissolution.

We believe our severance benefits due to these termination events provide the named executive officers a reasonable package based on the value the officers have created that is ultimately realized by our stockholders. Further, we believe the change of control provisions contained in our executive employment agreements help us attract and retain a well-qualified management team. These triggering events for termination and change of control protection were selected in order to allow management to focus their attention on our business without worrying about a change of control.

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The table below shows the amounts that would have been payable under the employment agreements entered into with our named executive officers if certain events of termination and/or a change of control had occurred on December 31, 2008:

Name	Benefit	Termination Due to Death or Disability(1)		Termination by Executive for "Good Reason" or by Company Without "Cause"(2)			Change of Control Severance(3)

J. Coley Clark Chief Executive Officer and Chairman of the Board of Directors	Salary Bonus Health/Medical Equity Award Vesting	$	950,000 950,000 18,690 —	$	950,000 1,425,000 18,690 1,137,981		$	950,000 1,425,000 18,690 1,137,981
Jeffrey D. Cushman Senior Vice President and Chief Financial Officer	Salary Bonus Health/Medical Equity Award Vesting	$	328,846 328,846 28,929 —	$	328,846 328,846 28,929 463,657		$	328,846 657,692 28,929 463,657
Michael D. Fallin Senior Vice President and President, Americas	Salary Bonus Health/Medical Equity Award Vesting	$	325,000 325,000 28,929 —	$	325,000 325,000 28,929 463,657		$	325,000 650,000 28,929 463,657
Brendan P. Keegan Senior Vice President, Strategy and Business Development and President, ITSM	Salary Bonus Health/Medical Equity Award Vesting	$	325,000 325,000 26,620 —	$	325,000 325,000 26,620 116,100	(4)	$	325,000 650,000 26,620 116,100
Michael D. Peplow Senior Vice President and President, EMEA	Salary Bonus Health/Medical Equity Award Vesting	$	297,260 297,260 1,793 —	$	297,260 297,260 1,793 463,657		$	297,260 594,520 1,793 463,657

(1): Health care benefits continue upon a named executive officer's disability; upon death, spouse and dependents of executive officers are entitled to continuation of health coverage for 18 months; amounts reflected represent portion of annualized 2008 premiums attributable to spouse/dependent coverage, before giving effect to executive contributions. Any unvested equity awards do not vest upon death or disability. If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the executive is entitled to receive an additional payment (tax gross-up) to adjust for the incremental tax cost of the payment or benefit. An excise tax is not payable if the present value of the payments and benefits to be received is less than three times the average compensation for the prior five years.
(2): Amount of health care benefits represents the annualized premiums after giving effect to executive contributions. The amounts stated for equity award vesting represent the assumed cash value of the accelerated equity award on the date of termination of employment, derived by multiplying the fair market value of the stock as of the date of grant by the number of shares of restricted stock awarded. Any equity awards which vest as a result of the executive officer's termination without cause or resignation for good reason must be exercised prior to the earlier to occur of (x) the expiration date of the applicable equity award, or (y) 90 days after the termination date of the executive officer's employment.

If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the executive officer is entitled to receive an additional payment (tax gross-up) to adjust for the incremental tax cost of the payment or benefit. An excise tax is not payable if the present value of the payments and benefits to be received is less than three times the average compensation for the prior five years.

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In the event a named executive officer is terminated with "cause" or resigns for reasons other than death, disability or "good reason," our employment agreements do not provide for any special payments or benefits.

(3)

In the event a named executive officer other than Mr. Clark is terminated without cause or resigns for good reason, at the request of any third party participating in or causing a change of control or within the 12 months following a change of control event, in addition to the severance benefits such executive officer would otherwise receive, he is also entitled to a pro rata portion of the annual target incentive bonus he would have received if his employment with us had continued through the end of the applicable calendar year, in a lump sum payment to be paid as soon as practical following review and acceptance of the prior years' audit by the audit committee of the board of directors or by June 30th of the year following the end of the calendar year to which such bonus relates. In the case of Mr. Clark, he will receive the benefits specified above if he is terminated without cause or resigns for good reason regardless of whether there is a change of control.

Amount of health care benefits represents the annualized premiums after giving effect to executive contributions.

If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the executive is entitled to receive an additional payment (tax gross-up) to adjust for the incremental tax cost of the payment or benefit. An excise tax is not payable if the present value of the payments and benefits to be received is less than three times the average compensation for the prior five years.

(4)

This amount assumes that cash value on the date of termination of employment of the accelerated outstanding stock options awarded to Mr. Keegan is $0. Such amount is derived by multiplying the difference between $7.74 (the last reported sales price of our common stock during the fiscal year ended December 31, 2008 effected through The PORTAL Market) and the options' exercise prices of $24.00 per share (the fair market value on the date of grant), by the number of stock options awarded. Mr. Keegan's employment with us ended on January 15, 2009, upon the sale of the ITSM division to a wholly-owned subsidiary of QualxServ, LLC, and, because the stock options were not exercised within 90 days thereafter, all of Mr. Keegan's outstanding stock options were forfeited.

Tax Deductibility of Executive Compensation

Limitations on deductibility of compensation may occur under Section 162(m) of the Internal Revenue Code of 1986, as amended, which generally limits to $1 million the tax deductibility of compensation paid by a public company to its chief executive officer and certain other highly compensated executive officers in the year the compensation becomes ordinarily deductible to the company. Because we did not have a class of stock that was traded on a securities exchange in 2008, Section 162(m) did not affect the deductibility of our 2008 compensation, but it could do so in the future when our stock becomes so traded. There is an exception to the limit on deductibility for performance-based compensation that meets certain criteria.

While the deductibility of compensation is preferred, achieving the compensation objectives set forth above may, in certain situations, be more important than the benefit of tax deductibility. We reserve the right, therefore, to maintain flexibility in how we compensate our executive officers and, as a result, certain amounts of compensation may not be deductible from time to time.

Compensation of Directors

The goal of our director compensation policy is to attract and retain qualified persons to serve as members of our board of directors and to encourage ownership of our equity in order to provide additional incentives to promote our success. We paid annual retainer fees totaling $258,336 to our non-employee directors as compensation for their 2008 service on our board. Directors' fees of $63,000 per director, plus committee chair retainer fees as applicable, were paid during the fiscal year ended December 31, 2008. Pursuant to our director compensation policy, non-employee directors each receive an annual retainer of $30,000 and an additional $1,000 for each board and committee meeting they

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attend. The director serving as chairman of the audit committee receives an annual retainer of $15,000 and the directors serving as chairman of the compensation committee and nominating and corporate governance committees each receive an annual retainer of $10,000. In addition, we adopted the 2007 Director Plan which provides for the grant to non-employee directors of non-qualified stock options and awards of restricted stock or restricted stock units. Pursuant to the 2007 Director Plan, in January 2008, each non-employee director received an equity award of 2,084 shares of restricted stock or restricted stock units. In December 2008, each of our non-employee directors was awarded 6,460 restricted stock units which vested immediately and are to be settled in cash within 180 days after the departure of a director from the board of directors. In March 2009 and July 2009, additional grants were made to each non-employee director of 6,460 and 15,004 restricted stock units, respectively, which vested immediately and are to be settled in cash within 180 days after the departure of a director from the board of directors.

All of our directors are reimbursed for their out-of-pocket expenses incurred in connection with the performance of their board duties.

The following table reflects amounts paid to our non-employee directors as compensation for their 2008 service on our board.

			Stock Awards

	Fees Earned or Paid in Cash(1) ($)		Stock Awards
Name	Fees Earned or Paid in Cash(1) ($)		Shares or Units Awarded (#)		Aggregate Fair Value of Awards(2) ($)		Total(3) ($)
Felipe F. Atela	$	65,000		8,544	$	100,000	$	165,000
R. Randolph Devening		88,000		8,544		100,000		188,000
Gary J. Fernandes		85,668		8,544		100,000		185,668
John R. Harris		82,668		8,544		100,000		182,668

(1): Includes aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees, and meeting fees.
(2): The dollar amounts shown represent the aggregate fair value for the year ended December 31, 2008 of awards of restricted stock or restricted stock units granted to each of our non-employee directors as determined pursuant to ASC 718. Each non-employee director was awarded (a) 2,084 shares of restricted stock or restricted stock units on January 25, 2008 with a fair value of $24.00, and (b) 6,460 shares of restricted stock units on December 23, 2008 with a fair value of $7.74.
(3): Consists of the aggregate dollar amount of all fees earned or paid in cash for services as a director and the fair value of the awards of restricted stock or restricted stock units on the date of the grant.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information as of September 30, 2009 regarding the ownership of common stock of: (a) each person who is known by us to be the beneficial owner of more than five percent of the outstanding shares of common stock (based solely on the selling stockholder's questionnaires); (b) each of our directors; (c) each executive officer named in the Summary Compensation Table; and (d) all of our executive officers and directors as a group; and (e) each of the selling stockholders.

The number of shares and percentage of shares beneficially owned is based on 17,062,499 shares of common stock outstanding as of September 30, 2009, which includes 15,525,077 shares of common stock issued in our June 2007 Recapitalization and 1,544,389 shares of restricted stock granted to management, employees and non-employee directors pursuant to our 2007 Equity Incentive Plan, 2008 Equity Incentive Plan and 2007 Director Plan, but does not include 113,780 restricted stock units granted under our 2007 Director Plan. No shares of preferred stock were outstanding as of September 30, 2009. The table also lists the applicable percentage of shares beneficially owned based on 22,562,499 shares of common stock outstanding upon completion of this offering, assuming no exercise of the underwriters' over-allotment option.

Beneficial ownership of our common stock is determined in accordance with the rules of the SEC, and generally includes voting power or investment power with respect to securities held and also includes options to purchase shares currently exercisable or exercisable within 60 days after December 17, 2009. As of December 17, 2009, there were no vested options to purchase common stock exercisable as of, or that will be exercisable within 60 days after, December 17, 2009. Unless otherwise

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indicated, the address of each executive officer and director is c/o BancTec, Inc., 2701 East Grauwyler Road, Irving, Texas, 75061.

	Common Stock Beneficially Owned

	Prior to the Offering					After the Offering
Name of Beneficial Owner	Number		Percentage			Number		Percentage
5% Stockholders:
Paulson & Co.(1)		1,500,000		8.79	%
1251 Avenue of the Americas, 50th Floor New York, NY 10020
Cedar Hill Capital Partners Onshore, L.P.(2)		1,197,534		7.02	%
445 Park Avenue, 5th Floor New York, NY 10022
Cedar Hill Capital Partners Master Fund, LP(3)		962,967		5.64	%
445 Park Avenue, 5th Floor New York, NY 10022
Executive Officers and Directors:
J. Coley Clark		98,648		*			98,648		*
Felipe F. Atela(4)		1,563		*			1,563		*
R. Randolph Devening(4)		1,563		*			1,563		*
Gary J. Fernandes(5)		—		*			—		*
John R. Harris(4)		1,563		*			1,563		*
Jeffrey D. Cushman		40,899		*			40,899		*
Michael D. Peplow		40,899		*			40,899		*
Michael D. Fallin		40,899		*			40,899		*
All executive officers and directors as a group (11 persons)		281,961		*			281,961		*
Selling Stockholders:

*: less than one percent
(1): We have been advised that John Paulson has the power to vote and to dispose or direct the vote and disposition of the reported shares.
(2): We have been advised that Cedar Hill Capital Partners ("Capital Partners") acts as the investment manager of Cedar Hill Capital Partners Onshore, LP ("Onshore"). Cedar Hill Fund Management, LLC (the "General Partner") acts as the general partner of Onshore. Capital Partners and the General Partner have dispositive and voting power over the reported shares. The controlling person of Capital Partners and the General Partner are Emil Woods and Charles Cascarilla.
(3): We have been advised that Capital Partners acts as the investment manager of Cedar Hill Partners Master Fund, LP ("Master Fund"). Cedar Hill Capital GPI, LLC ("General Partner I") and Cedar Hill Capital GPII, LLC ("General Partner II") act as general partners of Master Fund. Capital Partners and the General Partners have dispositive and voting power over the reported shares. The controlling persons of Capital Partners is Emil Woods and Charles Cascarilla. The controlling person of General Parnter I is Emil Woods. The controlling person for General Partner II is Charles Cascarilla.
(4): Felipe F. Atela, R. Randolph Devening and John H. Harris each hold 27,924 restricted stock units granted pursuant to the 2007 Director Plan.
(5): Gary J. Fernandes holds 30,008 restricted stock units granted pursuant to the 2007 Director Plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

WCAS, our former majority stockholder, is the majority stockholder of Headstrong Corp., who in turn owns 100% of Metamor, Inc. ("Metamor"), a company that provides ERP consulting services. We paid Metamor approximately $3.9 million and $7.0 million in the years ended December 31, 2007 and 2006, respectively, as consulting fees for ERP software implementation. This agreement is similar to consulting agreements we enter into from time to time with third party providers of consulting services. We believe the terms are no less favorable to us than what are offered by Metamor to third party large customers. The board of directors has approved this arrangement.

Following the closing of our June 2007 Recapitalization, we used approximately $113.5 million of the proceeds from such transaction 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.

Brian Rathe, a principal owner and President of DocuData prior to its acquisition by us, became our employee and also remained in his position as President of DocuData following the acquisition. Prior to such acquisition, DocuData entered into two separate lease agreements: (a) the first dated June 10, 2004 and later amended on May 14, 2009, with 3724 Dacoma Partners Ltd. ("3724 Dacoma") for 16,200 square feet of an office building in Houston, Texas, which expired on August 31, 2009 (we are in the process of negotiating an extension), and a current annualized rental rate of $128,004 (the "Dacoma Lease") and (b) the second dated January 4, 2006 and later amended on February 20, 2008, with 7777 Carpenter Partners, Ltd. ("7777 Carpenter") for 32,050 square feet of an office building in Dallas, Texas, which expires on March 1, 2013, and has a current annualized rental rate of $168,000 (the "Carpenter Lease"). The aggregate amount of rental payments for the Dacoma Lease and the Carpenter Lease from March 2008 through the applicable current expiration dates of the lease agreements are $242,673 and $854,000, respectively. Mr. Rathe is a limited partner and 50% owner of 3724 Dacoma and 7777 Carpenter, and, therefore, has a direct financial interest in both the Dacoma Lease and the Carpenter Lease. Our board of directors has approved both of these lease agreements.

Related Persons Transaction Policy

We have 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 provides that our audit committee will primarily review each related party transaction.

The types of transactions covered by our Related Person Transaction Policy are those in which we 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 are 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 is 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 (a) to determine categories of transactions that are immaterial and not required to be reported to, reviewed by or approved or ratified by our audit committee, and (b) 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.

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If we have a related person transaction that requires audit committee approval in accordance with the policies 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 without such pre-approval, 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 our best interests, by considering the following items, among others:

•: the related person's relationship to us;
•: the materiality of the transaction to the related person and us, including the dollar value of the transaction;
•: the business purpose for the transaction;
•: whether the transaction is comparable to a transaction that could be available on an arms-length basis;
•: whether the transaction is in the ordinary course of our business; and
•: the effect of the transaction on our business and operations.

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DESCRIPTION OF CAPITAL STOCK

Our second 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.

Common Stock

As of September 30, 2009, we had a total of 17,062,499 shares of common stock outstanding held of record by 167 stockholders, and we believe we had approximately 378 beneficial owners of our common stock. The number of shares of common stock outstanding includes restricted stock granted to management, certain employees and non-employee directors pursuant to our Equity Incentive Plans and 2007 Director 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.

We have applied to have our common stock listed on The NASDAQ Global Market under the symbol "BTEC." Since our June 2007 Recapitalization, our common stock has been traded on The PORTAL Market, which is operated by The Nasdaq Stock Market, Inc. Prior to that time, there was no market for our common stock. The PORTAL Market is available only to qualified institutional buyers, and, accordingly, our common stock has experienced very limited trading volume to date. Because of such limited trading, sales of our common stock effected through The PORTAL Market may not accurately reflect the price at which shares of our common stock will trade on The NASDAQ Global Market after this offering. To our knowledge, the sale prices for shares of our common stock traded on The PORTAL Market since June 27, 2007 have ranged between $24.00 and $5.00 per share. The most recent reported sales price was $5.00.

Voting rights

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. 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.

Dividends

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. We do not anticipate paying dividends in the forseeable future. Our ability to pay cash dividends is restricted by our Revolving Credit Facility which allows for the payment of cash dividends only upon our meeting certain conditions, including that (a) a default or event of default does not arise due to such payment, (b) the financial covenants continue to be complied with, (c) such payment, and all other restricted payments do not exceed $5 million in any fiscal year, and (d) the availability requirements are maintained.

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Liquidation

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.

Fully paid

All of our outstanding shares of common stock are fully paid and nonassessable.

Other Rights

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

Preferred Stock

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.

Liability and Indemnification of Officers and Directors

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:

•: for any breach of the director's duty of loyalty to us or our stockholders;
•: for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•: under Section 174 of the Delaware General Corporation Law relating to unlawful stock repurchases, redemptions or dividends; or
•: for any transaction from which the director derives an improper personal benefit.

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

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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 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 our directors or officers if they acted in good faith and in a manner they reasonably believed to be in our best interests. Exceptions to our duty to indemnify the officers and directors include, among others, liability arising from acts or omissions (a) in the event of claims initiated or voluntarily brought by the officer or director, not by way of defense; (b) regarding enforcement of the indemnification agreement, if not taken in good faith; (c) resulting in claims which have been paid or are required to be paid by an insurance carrier under an insurance policy which we maintain; (d) related to the purchase and sale by the officer or director of securities in violation of Section 16(b) of the Exchange Act; or (e) from which an officer or director may not be relieved of liability under Section 102(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 of directors or officers for liabilities arising under the Securities Act may be permitted 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.

Delaware Anti-Takeover Statute

Following the listing of our common stock on The NASDAQ Global Market, we will be 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.

Charter and Bylaw Provisions

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

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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 us.

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.

Transfer Agent and Registrar

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

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to the date of this prospectus, there has been no public market for our common stock and we cannot assure you that a significant market for our common stock will develop or be sustained after this offering. The sale of a substantial amount of common stock in the public market in the future, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Upon the completion of this offering, we will have 22,562,499 shares of common stock outstanding (or 23,387,499 shares if the underwriters exercise their over-allotment option in full). The number of shares outstanding after this offering is based on 17,062,499 shares of common stock outstanding as of September 30, 2009. This includes 1,537,422 shares of restricted stock granted pursuant to our Equity Incentive Plans, and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, and excludes 113,780 restricted stock units granted pursuant to the 2007 Director Plan as of September 30, 2009. All of the 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 or held by our current stockholders (except those shares offered for resale by the selling stockholders following a declaration of effectiveness by the SEC of the registration statement of which this prospectus forms a part) may not be resold except pursuant to an effective registration statement or an exemption from registration, including the exemption under Rule 144 of the Securities Act described below. 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. These rules are summarized below.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (a) we have been a public reporting company under Section 13 or 15(d) of the Exchange Act for at least 90 days before the sale and (b) such person is not, and has not been deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares of common stock that does not exceed the greater of:

•: 1.0% of the then outstanding shares of our common stock, or approximately shares as of the date of this prospectus, after taking into account the shares offered for sale pursuant to the registration statement of which this prospectus forms a part; or
•: the average weekly trading volume during the four calendar weeks preceding the date on which notice of the sale is filed on Form 144;

provided, in each case, that we are subject to the Exchange Act reporting requirements for at least 90 days before such sale. Such sales by affiliates 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.

Registration Rights

In connection with our June 2007 Recapitalization, we entered into a registration rights agreement (the "2007 Registration Rights Agreement") with FBR Capital Markets & Co. (formerly Friedman Billings Ramsey & Co., Inc.), the initial purchaser and sole placement agent in such transaction.

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Pursuant to the 2007 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 common stock sold in the June 2007 Recapitalization, plus any additional shares of common stock issued in respect thereof whether by stock dividend, stock split, or otherwise.

We have no obligation pursuant to the 2007 Registration Rights Agreement with respect to any shares proposed to be sold in a registration pursuant to the 2007 Registration Rights Agreement by a holder of our common stock that is the beneficiary of the 2007 Registration Rights Agreement (a "Holder") if, in the opinion of counsel to us, all shares proposed to be sold by such Holder may be sold in a three-month period without registration under the Securities Act pursuant to Rule 144 under the Securities Act.

As described above in "—Rule 144," in general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (a) we have been a public reporting company under Section 13 or 15(d) of the Exchange Act for at least 90 days before the sale, and (b) such person is not, and has not been deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale. Holders of approximately 12.66% of shares of our common stock may be deemed to be affiliates of us and, therefore, may have rights under the 2007 Registration Rights Agreement.

The preceding summary of certain provisions of the 2007 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 the 2007 Registration Rights Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

Registration on Form S-8

We intend to file a registration statement on Form S-8 under the Securities Act to register approximately 1,252,000 shares of common stock issuable under our 2007 Equity Incentive Plan, approximately 333,334 shares of common stock issuable under our 2007 Director Plan and approximately 333,334 shares of common stock issuable under the 2008 Equity Incentive Plan. As of September 30, 2009, we have 1,651,202 shares of our restricted stock and restricted stock units outstanding under such plans. Such 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, except for applicable vesting restrictions and Rule 144 limitations applicable to our affiliates.

Rule 701

Rule 701 of the Securities Act, as currently in effect, permits each of our employees, officers, directors, and consultants, to the extent such persons are not "affiliates" as that term is defined in Rule 144, who purchased or received our shares pursuant to a written compensatory plan or contract, to resell such shares 90 days after the effective date of this prospectus in reliance upon Rule 144, but without compliance with the specific requirements regarding the availability of public information or holding periods thereunder. Rule 701 provides that affiliates who purchased or received shares pursuant to a written compensatory plan or contract are eligible to resell their Rule 701 shares under Rule 144 without complying with the holding period requirement of Rule 144.

Lock-Up Agreements

We and each of our directors and senior executive officers have agreed, for a period of 180 days after the date of this prospectus, and the selling stockholders named in this prospectus and certain

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non-selling stockholders have agreed, for a period of 90 days after the date of this prospectus, not to, directly or indirectly: (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any shares of our common stock, or any securities convertible into, or exercisable or exchangeable for our common stock; and (b) establish or increase any put equivalent position or liquidate or decrease any call equivalent position with respect to our common stock, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequences of ownership of our common stock, whether or not such transaction would be settled by delivery of common stock or other securities, in cash or otherwise, without, in each case, the prior written consent of FBR Capital Markets & Co., subject to certain specified exceptions.

The restricted periods described above is subject to extension under limited circumstances. In the event either: (a) during the last 17 days of the applicable restricted period, we issue an earnings results or material news or a material event relating to us occurs; or (b) before the expiration of the applicable restricted period, we announce that we will release earnings results during the 16-day period following the last day of the applicable period, the "lock up" restrictions described above will, subject to limited exceptions, continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of material news or a material event.

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UNDERWRITERS

FBR Capital Markets & Co., Needham & Company, LLC, and D.A. Davidson & Co. are acting as representatives of the underwriters named below. Subject to the terms and conditions in the underwriting agreement, each underwriter named below has agreed to purchase from us and the selling stockholders named in this prospectus, on a firm commitment basis, the respective number of shares of common stock shown opposite its name:

Underwriters			Number of Shares of Common Stock

FBR Capital Markets & Co.
Needham & Company, LLC
D.A. Davidson & Co.

	Total

The underwriting agreement provides that the underwriters' obligations to purchase our common stock are subject to approval of legal matters by counsel and the satisfaction of other conditions. These conditions include, among others, the continued accuracy of representations and warranties made by us in the underwriting agreement, delivery of legal opinions, and the absence of material adverse changes in our assets, business or prospects after the date of this prospectus. The underwriters are obligated to purchase all of our shares in this offering, other than those covered by the over-allotment option described below, if they purchase any of our shares.

The representatives of the underwriters have advised us that the underwriters propose to offer the common stock directly to the public at the public offering prices listed on the cover page of this prospectus and to selected dealers, who may include the underwriters, at the public offering price less a selling concession not in excess of $ per share for the common stock. The underwriters may allow, and the selected dealers may reallow, a concession not in excess of $ per share for the common stock to brokers and dealers. After the completion of the offering, the underwriters may change the offering price and other selling terms.

The following table summarizes the underwriting discounts and commissions that we and the selling stockholders named in this prospectus will pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.

		Total

	Price per Share	Without Over- allotment	With Over- allotment
Public offering price
Underwriting discount paid by us and selling stockholders

We have also agreed to reimburse the underwriters for all reasonable out-of-pocket expenses incurred in connection with this offering. We estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees, blue sky fees and legal, accounting and transfer agent expenses, but excluding underwriting discounts and commissions, will be approximately $ million.

In compliance with guidelines of the Financial Industry Regulatory Authority ("FINRA"), the maximum compensation or discount to be received by any participating FINRA members or independent broker dealers in connection with the offer and sale of any securities will not be greater than 8% of the aggregate amount of the securities offered pursuant to this prospectus.

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We have applied to list our common stock on The NASDAQ Global Market under the symbol "BTEC."

We and each of our directors and senior executive officers have agreed, for a period of 180 days after the date of this prospectus, and the selling stockholders named in this prospectus and certain non-selling stockholders have agreed, for a period of 90 days after the date of this prospectus, not to, directly or indirectly: (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any shares of our common stock, or any securities convertible into, or exercisable or exchangeable for our common stock, and (b) establish or increase any put equivalent position or liquidate or decrease any call equivalent position with respect to our common stock, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequences of ownership of our common stock, whether or not such transaction would be settled by delivery of common stock or other securities, in cash or otherwise, without, in each case, the prior written consent of FBR Capital Markets & Co., subject to certain specified exceptions.

We have granted to the underwriters an option to purchase up to an aggregate of 825,000 shares of common stock, exercisable solely to cover over-allotments, if any, at the public offering price less the underwriting discount and commissions and an advisory fee shown on the cover page of this prospectus supplement. The underwriters may exercise this option in whole or in part at any time until 30 days after the date of the underwriting agreement. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares proportionate to that underwriter's initial commitment as indicated in the table at the beginning of this section.

We and the selling stockholders named in this prospectus have agreed to indemnify the underwriters against liabilities relating to the offering, including liabilities under the Securities Act and liabilities arising from breaches of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities.

The representatives of the underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions, penalty bids and passive market making or purchases for the purpose of pegging, fixing or maintaining the price of our common stock in accordance with Regulation M under the Exchange Act.

•: Over-allotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by either exercising their over-allotment option and/or purchasing shares in the open market.

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•: Stabilizing transactions permit bids to purchase the underlying security as long as the stabilizing bids do not exceed a specific maximum.
•: Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
•: Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
•: In passive market marking, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchase shares of our common stock until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The NASDAQ Global Market or otherwise and, if commenced, may be discontinued at any time.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives of the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

A prospectus in electronic format will be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate specific number of shares for sale to online brokerage account holders. Any such allocations for online distributions will be made by the representatives on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter's or selling group member's website and any information contained in any other website maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

The principal business address of FBR Capital Markets & Co. is 1001 Nineteenth Street North, Arlington, Virginia 22209.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

The following is a summary of certain material U.S. federal income 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 Internal Revenue Code of 1986, as amended (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. For example, this summary does not address tax consequences applicable to non-U.S. holders that may be subject to special tax rules, such as "controlled foreign corporations," "passive foreign investment companies," certain former citizens and long-term residents of the United States or corporations that accumulate earnings to avoid U.S. federal income tax. 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:

•: non-resident alien individual, other than certain former citizens and residents of the U.S. subject to U.S. federal income tax as expatriates;
•: foreign corporation; or
•: foreign estate or trust.

A "non-U.S. holder" does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition and is not otherwise a resident of the United States 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.

Dividends

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 a properly executed IRS Form W-8BEN or other appropriate version of Form W-8 (or any successor form) 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 United States (and, where a tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) 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 (a properly executed) IRS Form W-8ECI or other appropriate version of the Form W-8 (or any successor form) properly certifying eligibility for such exemption. Dividends received by a

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corporate non-U.S. holder that are effectively connected with a trade or business conducted by such corporate non-U.S. holder in the United States 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.

Gain on Disposition of Common Stock

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.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS 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 usually 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 IRS.

The U.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder's particular situation. Potential investors should consult their own tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of the common stock, including the tax consequences under U.S. federal, state, local, foreign and other tax laws, including gift and estate tax laws, alternative minimum tax laws and the possible effects of changes in federal or other tax laws.

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CHANGE IN ACCOUNTANTS

We engaged KPMG LLP ("KPMG") as our independent registered public accounting firm effective September 11, 2009. Concurrent with this appointment, we dismissed Deloitte & Touche LLP ("Deloitte & Touche"), effective September 2, 2009. The decision to change our principal independent registered public accounting firm was approved by our audit committee.

The reports of Deloitte & Touche on our consolidated financial statements for each of the fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During our fiscal years ended December 31, 2008 and 2007, and during the subsequent period through to the date of Deloitte & Touche's dismissal, there were no disagreements between us and Deloitte & Touche, whether or not resolved, on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make reference in their reports on our audited consolidated financial statements. During the fiscal years ended December 31, 2008 and 2007, and during the subsequent period through the date of Deloitte & Touche's dismissal, there were no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K ("Reportable Event").

During the two years ended December 31, 2008, and through the date of our retention of KPMG as our independent registered public accounting firm on September 11, 2009, we did not consult with KPMG on matters that involved the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on our financial statements or any other matter that was either the subject of a disagreement or a Reportable Event.

We have provided Deloitte & Touche with a copy of the above statements and have requested that it furnish a letter addressed to the SEC stating whether Deloitte & Touche agrees with such statements. A copy of that letter will be filed as an exhibit to the registration statement of which this prospectus forms a part.

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LEGAL MATTERS

Weil, Gotshal & Manges LLP will pass upon the validity of the shares of our common stock offered under this prospectus and certain other legal matters for us. Nelson Mullins Riley & Scarborough LLP will pass upon certain legal matters for the underwriters.

EXPERTS

The consolidated financial statements of BancTec, Inc. as of December 31, 2008 and 2007, and for each of the three years in the period ended December 31, 2008, 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 elsewhere in the registration statement. Such financial statements and financial statement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND INFORMATION

We have filed with the SEC, under 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 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.

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BANCTEC, INC.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE


Annual Consolidated Financial Statements of BancTec, Inc.:
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets at December 31, 2008 and 2007			F-3
Consolidated Statements of Operations for the years ended December 31, 2008, 2007 (restated) and 2006			F-5
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2008, 2007 and 2006			F-6
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2008, 2007 and 2006			F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006			F-8
Notes to the Consolidated Financial Statements			F-9
Financial Statement Schedule			F-53
Quarterly Consolidated Financial Statements of BancTec, Inc. (Unaudited):
Condensed Consolidated Balance Sheets at September 30, 2009 and December 31, 2008			F-54
Condensed Consolidated Statement of Operations: Three and Nine Months Ended September 30, 2009 and 2008			F-55
Condensed Consolidated Statement of Stockholders' Equity			F-56
Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2009 and 2008			F-57
Notes to Condensed Consolidated Financial Statements			F-58

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of BancTec, Inc.
Irving, TX

We have audited the accompanying consolidated balance sheets of BancTec, Inc. and subsidiaries (the "Company") as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders' equity (deficit), comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
Dallas, Texas
June 19, 2009

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BANCTEC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 31,

			2008			2007
CURRENT ASSETS:
	Cash and cash equivalents		$	10,534		$	9,369
	Restricted cash			712			2,499
	Accounts receivable, less allowance for doubtful accounts of $972 and $917, respectively			51,552			56,236
	Inventories, net			21,303			20,708
	Prepaid expenses			4,476			4,368
	Income taxes receivable			1,350			—
	Other current assets			1,361			384
	Assets of discontinued operations held for sale			27,435			29,895

		Total current assets		118,723			123,459
PROPERTY, PLANT AND EQUIPMENT, AT COST:
	Land			874			874
	Field support spare parts			29,637			31,284
	Systems and software			61,735			71,733
	Machinery and equipment			30,686			26,959
	Furniture, fixtures and other			6,757			6,958
	Buildings			24,352			24,333
	Construction in process			4,506			3,301

				158,547			165,442
	Less accumulated depreciation and amortization			(121,158	)		(119,601	)

		Property, plant and equipment, net		37,389			45,841
OTHER ASSETS:
	Goodwill			30,497			42,127
	Other intangible assets, net			11,217			3,961
	Outsourcing contract costs, net			10,472			7,703
	Deferred tax assets			8,018			8,874
	Other assets			3,761			4,053
	Assets of discontinued operations held for sale			2,545			3,501

	Total other assets			66,510			70,219

TOTAL ASSETS			$	222,622		$	239,519

See notes to consolidated financial statements.

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BANCTEC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 31,

			2008			2007
CURRENT LIABILITIES:
	Current obligations under capital leases, financing arrangements and revolver		$	51,111		$	14,853
	Trade accounts payable			11,705			10,965
	Other accrued expenses and liabilities			24,530			24,212
	Deferred revenue			17,402			18,445
	Income taxes payable			—			4,780
	Liabilities of discontinued operations held for sale			16,241			19,932

		Total current liabilities		120,989			93,187
OTHER LIABILITIES:
	Long-term debt and financing arrangements, less current portion			6,352			1,228
	Pension liability			13,920			22,860
	Other liabilities			6,329			6,457
	Liabilities of discontinued operations held for sale			2,122			1,778

		Total other liabilities		28,723			32,323

		Total liabilities		149,712			125,510
COMMITMENTS AND CONTINGENCIES (Note N)
STOCKHOLDERS' EQUITY (DEFICIT)
	Cumulative preferred stock—authorized, 10,000,000 shares of $0.01 par value
		Issued and outstanding 0 shares at December 31, 2008 and 2007
	Common stock—authorized, 100,000,000 shares of $0.01 par value at December 31, 2008 and 2007, respectively.
		Issued 16,205,654 shares, outstanding 16,196,779 shares at December 31, 2008;
		Issued and outstanding 15,680,334 shares at December 31, 2007		162			157
	Additional paid-in capital			431,024			427,311
	Treasury stock			(95	)		—
	Accumulated deficit			(341,021	)		(300,529	)
	Accumulated other comprehensive loss			(17,160	)		(12,930	)

	Total stockholders' equity (deficit)			72,910			114,009

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)			$	222,622		$	239,519

See notes to consolidated financial statements.

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BANCTEC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

				Year Ended December 31,

				2008			2007			2006
REVENUE
	Equipment and software			$	74,434		$	97,667		$	92,136
	Software services				43,521			44,650			43,999
	Maintenance and other services				90,142			95,879			91,462
	Business process outsourcing				63,823			37,283			28,792

					271,920			275,479			256,389
COST OF SALES
	Equipment and software				49,986			61,717			59,520
	Software services				17,124			19,234			19,205
	Maintenance and other services				65,707			69,152			68,062
	Business process outsourcing				62,884			36,512			26,546

					195,701			186,615			173,333

Gross profit					76,219			88,864			83,056

OPERATING EXPENSES
	Research and development				5,179			6,506			7,275
	Selling, general and administrative				79,102			73,669			59,568
	Goodwill impairment				23,442			—			—

					107,723			80,175			66,843

Operating (loss) income					(31,504	)		8,689			16,213

OTHER INCOME (EXPENSE)
	Interest income				219			747			213
	Interest expense				(3,583	)		(14,964	)		(20,192	)
	Sundry, net				3,867			(1,409	)		(125	)

					503			(15,626	)		(20,104	)

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES					(31,001	)		(6,937	)		(3,891	)
INCOME TAX EXPENSE					2,355			6,613			3,875

NET LOSS FROM CONTINUING OPERATIONS					(33,356	)		(13,550	)		(7,766	)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES					(6,315	)		7,937			7,834
INCOME TAX EXPENSE—DISCONTINUED OPERATIONS					821			532			910

NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS					(7,136	)		7,405			6,924
NET LOSS					(40,492	)		(6,145	)		(842	)
PREFERRED STOCK DIVIDEND					—			663			—
ACCRETION OF DISCOUNT					—			2,221

NET LOSS APPLICABLE TO COMMON STOCK				$	(40,492	)	$	(9,029	)	$	(842	)

Per Share Data
	Basic and diluted
		Loss from continuing operations		$	(2.15	)	$	(1.51	)	$	(1.28	)
		(Loss) income from discontinued operations			(0.46	)		0.68			1.14

			Net loss per share	$	(2.61	)	$	(0.83	)	$	(0.14	)

WEIGHTED AVERAGE SHARES:
	Basic and diluted				15,526			10,910			6,062

See notes to consolidated financial statements.

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BANCTEC, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands)

		Common Stock			Class A Common Stock			Series B Preferred Stock			Subscription Warrants			Additional Paid in Capital			Treasury Shares			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total

Balance at January 1, 2006		$	57		$	12		$	13,520		$	3,726		$	122,768					$	(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	$	57		$	12		$	13,520		$	3,726		$	123,017		$	—		$	(294,384	)	$	(15,573	)	$	(169,625	)
Series B preferred stock—new issue									8,000																		8,000
Series B preferred stock dividends									663						(663	)											—
Series A accretion of discount															(2,221	)											(2,221	)
New common stock issuance			157												350,062												350,219
Redeem Series B preferred stock									(22,183	)																	(22,183	)
Redeem common stock			(57	)		(12	)					(3,726	)		(44,546	)											(48,341	)
Foreign currency translation adjustments																								2,098			2,098
Net loss																					(6,145	)					(6,145	)
Minimum pension liability, net of tax of $438																								545			545
Stock-based compensation expense															1,662												1,662

	Balance at December 31, 2007	$	157		$	—		$	—		$	—		$	427,311		$	—		$	(300,529	)	$	(12,930	)	$	114,009
Treasury stock transaction																		(95	)								(95	)
Foreign currency translation adjustments																								(9,529	)		(9,529	)
Net loss																					(40,492	)					(40,492	)
Minimum pension liability, net of tax of $2,061																								5,299			5,299
Stock-based compensation expense			5												4,178												4,183
Registration expense-2007 recapitalization equity															(465	)											(465	)

	Balance at December 31, 2008	$	162		$	—		$	—		$	—		$	431,024		$	(95	)	$	(341,021	)	$	(17,160	)	$	72,910

See notes to consolidated financial statements.

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BANCTEC, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Years Ended December 31,

	2008			2007			2006
Net loss	$	(40,492	)	$	(6,145	)	$	(842	)
Foreign currency translation adjustments		(9,529	)		2,098			2,452
Decrease to unrealized pension liability, net of tax		5,299			545			501

Total comprehensive (loss) income	$	(44,722	)	$	(3,502	)	$	2,111

See notes to consolidated financial statements.

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BANCTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

				Year Ended December 31,

				2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(40,492	)	$	(6,145	)	$	(842	)
	Net (loss) income from discontinued operations				(7,136	)		7,405			6,924

	Net loss from continuing operations				(33,356	)		(13,550	)		(7,766	)
	Adjustments to reconcile net loss to cash flows provided by (used in) operations:
		Depreciation and amortization			18,182			12,789			12,009
		Provision for doubtful accounts			(176	)		234			361
		Impairment of goodwill			23,442			—			—
		Impairment of capitalized software			2,620			—			—
		Loss on extinguishment of debt			—			1,774			—
		Interest paid in-kind			—			2,680			2,596
		Deferred income tax (benefit) expense			(2,646	)		(191	)		2,418
		Stock-based compensation			4,183			2,501			249
		Costs associated with early redemption of long-term debt			—			2,799			—
		Loss on disposition of property, plant and equipment			423			310			394
		Other			710			322			(95	)
	Changes in operating assets and liabilities (net of effect of acquistions):
		Accounts receivable			3,020			(9,404	)		(8,087	)
		Inventories			(2,267	)		886			(2,958	)
		Other assets			(982	)		2,046			(809	)
		Trade accounts payable			142			(1,325	)		(178	)
		Deferred revenue			(985	)		(407	)		(2,380	)
		Other accrued expenses and liabilities			(1,564	)		(1,882	)		(4,054	)

			Cash flows provided by (used in) continuing operations		10,746			(418	)		(8,300	)
			Cash flows used in discontinued operations		(712	)		(11,000	)		(11,261	)

			Cash flows provided by (used in) operating activities		10,034			(11,418	)		(19,561	)

CASH FLOWS FROM INVESTING ACTIVITIES
	Purchases of property, plant and equipment				(11,570	)		(17,021	)		(16,705	)
	Decrease in restricted cash				1,787			43			663
	Purchase of businesses, net of cash acquired				(21,374	)		—			—
	Increase in capitalized software costs				(3,296	)		(3,169	)		—
	Increase in outsourcing contract costs				(6,211	)		(4,757	)		(4,727	)

		Cash flows used in continuing operations investing activities			(40,664	)		(24,904	)		(20,769	)
		Cash flows provided by (used in) discontinued investing activities			997			(1,335	)		(272	)

		Cash flows used in investing activities			(39,667	)		(26,239	)		(21,041	)

CASH FLOWS FROM FINANCING ACTIVITIES
	Payments of current maturities of capital lease and financing obligations				(1,966	)		(1,285	)		(1,237	)
	Proceeds from long term borrowings				2,233			—			—
	Payments on long term borrowings				—			(206,456	)		—
	Debt issuance costs				(567	)		—			(200	)
	Proceeds and (payments) on short-term borrowings—net				35,298			(18,073	)		31,532
	Repurchase of preferred stock				—			(42,444	)		—
	Repurchase of common stock				(95	)		(48,341	)		—
	Redemption of options on common stock				—			(839	)		—
	Net proceeds from sales and issuance of preferred stock				—			8,000			—
	Net proceeds from sales and issuance of common stock				—			351,790			—
	Recapitalization expenses				(465	)		(1,571	)		—

		Cash flows provided by continuing operations financing activities			34,438			40,781			30,095

EFFECT OF EXCHANGE RATE CHANGES ON CASH					(5,519	)		(9	)		1,582

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS					(714	)		3,115			(8,925	)
CASH AND CASH EQUIVALENTS—BEGINNING OF PERIOD					12,730			9,615			18,540

CASH AND CASH EQUIVALENTS—END OF PERIOD				$	12,016		$	12,730		$	9,615

SUPPLEMENTAL DISCLOSURES INFORMATION:
	Cash paid during the period for:
		Interest		$	2,767		$	9,298		$	18,940

		Taxes		$	8,586		$	5,463		$	3,400

See notes to consolidated financial statements.

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Table of Contents

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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.

On June 27, 2007, the Company completed a private equity placement (the "June 2007 Recapitalization") resulting in the sale of 46,575,000 shares of restricted common stock (pre reverse split). Net proceeds of $351.8 million were used to retire existing equity and debt as well as for working capital and general corporate purposes. The June 2007 Recapitalization did not result in a new accounting basis of the Company's assets and liabilities. (See "Note I—Recapitalization.")

On November 18, 2008, the Company completed a 1 for 3 common stock reverse split. A certificate of amendment was filed with the Secretary of the state of Delaware amending the Certificate of Incorporation of BancTec, Inc. ratifying the results of the stockholders' meeting held on November 17, 2008. Any remaining fractional shares were rounded up to a whole share. All share and per share data have been adjusted to reflect this split.

Discontinued Operations

On December 11, 2008, the Company signed a definitive agreement to sell its computer repair business, including licenses, contracts and assets for cash and notes receivable. The Company completed this sale during the first quarter of 2009. In accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets," the results of operations and cash flows of the ITSM operating segment have been presented as Discontinued Operations in the accompanying Consolidated Statements of Operations. The related assets and liabilities are presented as Assets Held for Sale in the accompanying Consolidated Balance Sheets. The transaction closed January 15, 2009. Revenues for ITSM included in discontinued operation were $105 million, $115 million and $123 million for the years ended December 31, 2008, 2007 and 2006, respectively. Pre-tax (loss) income for ITSM was ($6.3) million (including an impairment loss related to SAP software of $9.2 million), $7.9 million and $7.8 million for the years ended December 31, 2008, 2007 and 2006, respectively.

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BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The following assets of ITSM are classified as held for sale:

	Years Ended December 31,

	2008		2007
		(in thousands)
Cash	$	1,482	$	3,361
Accounts receivable		25,089		24,522
Other current assets		296		315
Inventory		568		1,697

		27,435		29,895
Property and equipment, net		1,981		2,852
Intangibles		495		621
Other long term assets		69		28

		2,545		3,501

Total	$	29,980	$	33,396

Accounts payable	$	5,851	$	5,750
Accrued liabilities		3,541		2,726
Accrued income taxes		560		(362	)
Deferred revenue		28		66
Maintenance contract deposits		6,261		11,752

		16,241		19,932
Maintenance contract deposits		2,116		1,778
Other long term liabilities		6		—

		2,122		1,778

Total	$	18,363	$	22,072

Principles of Consolidation

The consolidated financial statements include the accounts of BancTec and its wholly-owned subsidiaries. The Company has no investments in which it does not exercise control (generally ownership of 50% or less) under the equity method of accounting.

Use of Estimates

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.

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Table of Contents

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit. Restricted cash at December 31, 2008 and 2007 of $0.7 million and $2.5 million, respectively, represents cash in escrow from a client deposit.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is an estimate prepared by management based on the overall condition of the receivables portfolio and identification of the collectability of specific accounts. 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.

Inventories

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.

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 analysis of inventory usage. 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, 2008 and 2007 were $9.5 million and $12.0 million, respectively.

Property, Plant, and Equipment

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:


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

Depreciation expense is reflected in both cost of sales and selling, general and administrative expense. Depreciation expense for the years ended December 31, 2008, 2007, and 2006 was $12.6 million, $9.7 million, and $10.6 million, respectively.

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Table of Contents

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2008 of $1.2 million is primarily a result of infrastructure build-out in the U.S.

In accordance with Statement of Position ("SOP") 98-l "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," the Company capitalizes certain costs that are incurred to purchase or to create and implement internal-use computer software, which includes software coding, installation, testing and certain data conversion. These costs are capitalized only when (a) the preliminary project stage is completed and (b) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred in the research and development phase are expensed as incurred. Internal and external costs incurred in connection with development of upgrades or enhancements that result in additional functionality are also capitalized. Amortization of capitalized software development costs is determined separately for each software product. These capitalized costs are amortized on a straight-line basis over the estimated useful life of the software. The following table presents the balances of internal use software:

	Years Ended December 31,

	2008			2007
		(in thousands)
Software—gross	$	14,227		$	13,925
Amortization		(5,268	)		(1,928	)

Enterprise software	$	8,959		$	11,997

Software Development

The Company also develops software for external sale. Development costs are accounted for under SFAS 86 "Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed." Once the computer program is ready for sale, related costs are amortized straight-line over the estimated useful life of the product. As of December 31, 2008 and 2007, the Company has $4,871 and $3,118 in net unamortized development costs. Amortization of these costs has not commenced as the software has not been placed into production as of December 31, 2008. In accordance with the standard, the Company, at each balance sheet date, reviews the capitalized costs for net realizable value, as determined by estimated future gross revenues from the product less future development and customer support costs. As of December 31, 2008, the Company tested its software costs and recorded a $2.6 million impairment.

Long-Lived Assets

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 the expected future cash flows 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

F-12

Table of Contents

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Goodwill and Other Intangible Assets

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"), an analysis of the market multiples of the Company in relation to other public company competitors ("Market Multiple Methodology") and an analysis of a hypothetical open market sale of the Company taking into account any minority interests and lack of marketability ("Comparable Transaction Methodology" Together, the Market Multiple Methodology and the Comparable Transaction Methodology are referred to as the "Market Approach"). In preparing these valuations, management utilizes estimates to determine fair value of the reporting units. 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. An annual test for impairment is performed every year as of December 31. No impairment of goodwill was recorded for 2007.

At December 31, 2008, the Company believed that the goodwill carrying value of the U.S. Operations segment exceeded the fair value of its goodwill and therefore, recorded a goodwill impairment charge of approximately $23.4 million. The fair value of this segment was determined using both the Income approach and the Market Approach. This conclusion was based on management's judgment, taking into consideration expectations regarding future operations.

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 sheets.

During 2008, the Company made the final payment of $450,000 related to the purchase of SDS Applications Limited. This payment is an adjustment to the original purchase price as additional goodwill. The contingent payment was not previously recorded as a liability as it was not deemed probable.

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Table of Contents

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The following is a summary of goodwill balances as of December 31, 2008 and 2007, respectively, by reporting unit.

		U.S. Operations			SDS Applications, Ltd.			BancTec Canada		BancTec France			Total

			(in thousands)
Balance at January 1, 2007		$	41,236		$	645		$	240		—		$	42,121
Changes due to foreign currency translation			—			6			—		—			6

	Balance at December 31, 2007	$	41,236		$	651		$	240	$	—		$	42,127

Purchase of businesses			10,706			450			—		1,041			12,197
Impairment			(23,442	)		—			—		—			(23,442	)
Changes due to foreign currency translation			—			(288	)		—		(97	)		(385	)

	Balance at December 31, 2008	$	28,500		$	813		$	240	$	944		$	30,497

See "Note D—Acquistions" for a discussion of goodwill acquired in 2008 and "Note F—Intangible Assets" for a summary of other intangible assets.

Outsourcing Contract Costs

Certain costs associated with contract acquisition and related direct and incremental costs are capitalized in accordance with SOP 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type contracts" ("SOP 81-1"), and Technical Bulletin 90-1, "Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts ("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 years ended December 31, 2008, 2007 and 2006.

Outsourcing contract costs are comprised of two general categories of expenses: deferred commissions expense and other deferred contract acquisition costs. Deferred commissions are amortized as SG&A costs while the amortization of the other deferred contract costs are expensed as cost of sales.

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BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Share

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.

For all periods presented, basic and diluted EPS are computed without consideration to potentially dilutive instruments because the Company incurred losses which would make such instruments antidilutive.

For the year ended December 31, 2008, such dilutive securities include 161,669 outstanding common stock options.

For the year ended December 31, 2007, such dilutive securities include 1,088,334 outstanding common stock options.

For the year ended December 31, 2006, such dilutive securities include 11,848 shares of the Company's Series B Convertible Preferred Stock, 250,000 common shares related to the subscription stock warrants and 903,667 outstanding common stock options.

In 2006, preferred stock is excluded from the computation of basic EPS, as per guidance in EITF 03-06 "Participating Securities and the Two-Class Method Under FASB Statement No. 128" ("EITF 03-06"), because stockholders neither have to fund losses (with cash or otherwise) nor do we reduce their redemption amounts as a result of losses incurred by the Company.

Prior to the June 2007 Recapitalization, the Company had two classes of common stock of which 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.

Revenue Recognition

The Company derives revenue primarily from four 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, (2) software services—primarily software maintenance or PCS and other support, (3) maintenance and other services—consisting primarily of design, development and maintenance, all aspects of desktop outsourcing, including field engineering, as well as help desk and LAN/WAN network outsourcing, and (4) business process outsourcing—services provided for payment processing, accounts payable processing, mailroom processes and other services. The Company has revised its original presentation of revenue in the accompanying Consolidated Statements of Operations for the year ending December 31, 2006 to separately present revenues from software services and business process outsourcing.

Revenue is realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Delivery does not occur until products have been shipped or services have been provided to the client, risk of loss has transferred to the client, and either client acceptance has been obtained, client acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in

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BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the client acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

If a contract involves the provision of a single element, revenue is generally recognized when the product or service is provided and the amount earned is not contingent upon any future event. If the service is provided evenly during the contract term but service billings are irregular, revenue is recognized on a straight-line basis over the contract term. The Company recognizes revenue on sales to resellers and distributors (herein referred to as "resellers") when the reseller has economic substance apart from the Company, credit risk, title and risk of loss to the inventory, the fee to the Company is not contingent upon resale or payment by the end user, the Company has no further obligations related to bringing about resale or delivery and all other revenue recognition criteria have been met.

The Company also enters into multiple-element arrangeme

BANCTEC INC S-1/A