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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

As filed with the Securities and Exchange Commission on June 29, 2011.

Registration No. 333-174211

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

AMENDMENT NO. 1
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)	Amount of Registration Fee(2)




Common Stock, par value $0.01 per share	$75,000,000	$8,707.50

Preferred Stock purchase rights(3)	—	—

(1): Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under the Securities Act of 1933.
(2): Pursuant to Rule 457(a) promulgated under the Securities Act of 1933, $8,707.50 previously paid by BancTec, Inc. in connection with Registration Statement No. 333-145255 on Form S-1, filed on August 8, 2007, is being applied to offset the registration fee payable hereunder.
(3): The preferred stock purchase rights initially will trade together with the common stock. The value attributable to the preferred stock purchase right, if any, is reflected in the offering price of the common stock.

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 JUNE 29, 2011.

Preliminary Prospectus

Shares

Common Stock

BancTec, Inc. is offering shares of its common stock and the selling stockholders named in this prospectus are offering an additional shares of common stock. Each share of common stock offered hereby will have associated with it one preferred stock purchase right. 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 11 of this prospectus to read about the risks you should consider before investing in our common stock.

		Per Share			Total

Public offering price
Discounts and commissions to underwriters
Offering proceeds to Issuer, before expenses
Offering proceeds to selling stockholders

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.

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, within thirty days from the date of the underwriting agreement to cover over-allotments, if any.

William Blair & Company

Needham & Company, LLC

D.A. Davidson & Co.

The date of this prospectus is , 2011

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TABLE OF CONTENTS

		Page

Prospectus Summary		1
The Offering		5
Summary Consolidated Financial Data		6
Risk Factors		11
Cautionary Statement Concerning Forward Looking Statements		28
Notice to Investors		30
Market Data		30
Use of Proceeds		31
Dividend Policy		31
Capitalization		32
Dilution		33
Selected Consolidated Financial Data		35
Management's Discussion and Analysis of Financial Condition and Results of Operations		40
Business		73
Management		83
Executive Compensation		91
Principal and Selling Stockholders		111
Certain Relationships and Related Party Transactions		113
Description of Capital Stock		115
Shares Eligible for Future Sale		121
Underwriters		124
U.S. Federal Income Tax Considerations to Non-U.S. Holders		127
Change in Accountants		130
Legal Matters		131
Experts		131
Where You Can Find Information		131
Index to Consolidated Financial Statements and Schedule		F-1

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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 11 of this prospectus and the consolidated 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.

BancTec, Inc.

Our Business

BancTec is a global provider of payment processing and document management solutions and services. We believe our value proposition to our clients is our proprietary software and hardware solutions for processing high-volume, complex business transactions. We currently serve over 1,800 clients across 50 countries that depend on our technology and services to improve productivity, lower costs and optimize business processes. Among these clients are national and multinational organizations, such as Aflac, Inc. ("Aflac"), Bank of America N.A. ("Bank of America"), Discover Financial Services ("Discover"), Hewlett Packard Company ("HP"), U.S. Bancorp N.A. ("U.S. Bank") and Swedbank AB ("Swedbank").

We offer our solutions on a fully outsourced basis, which we own and manage, or on an in-house basis that is acquired and deployed by our clients. We have provided in-house solutions to our clients for nearly 40 years and began offering our fully outsourced solution, which we refer to as business processing outsourcing, or BPO, in 2005. Given the relatively short history of offering BPO services, most of our clients currently deploy our solutions on an in-house basis. Our BPO services use the same software and hardware as our in-house deployments, which facilitates the transition from an in-house to a fully outsourced solution.

Our BPO services are provided through our 19 BPO centers located throughout the world. These centers leverage a common proprietary software and hardware technology platform that is designed to provide reliability, security and consistently high levels of performance. Our BPO services include financial process services, electronic document management services and finance and administrative services. We serve companies of all sizes in the banking, insurance, healthcare, utility, government and transportation sectors. Our BPO services are typically contracted on a multi-year basis that includes the payment of recurring monthly or transactional fees. Our BPO revenue has increased every year since we began offering BPO services to our clients. BPO revenue accounted for approximately 11% of total revenue in 2006 and has grown to approximately 38% of total revenue in 2010.

Clients who do not use our BPO services for their processing needs can acquire our internally-developed software and hardware solutions to deploy on an in-house basis. We integrate these solutions within our clients' existing business processes. Our in-house solutions are generally sold with a combination of upfront fees, additional fees and recurring annual maintenance fees.

Our Industry

Globalization and rapid technological innovation are creating an increasingly competitive business environment that requires enterprises to fundamentally change their business processes. This environment is characterized by greater focus on increased quality, lower costs, faster turnaround and heightened regulatory scrutiny. Those companies that process high volumes of payments, documents and other content are particularly challenged by this environment. To make necessary changes and adequately address these needs, companies are focusing on their core competencies and utilizing cost-effective outsourced solutions to improve productivity, lower costs and manage operations more

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efficiently. Third party research organization NelsonHall has estimated the size of the global BPO market at $292.6 billion in 2010 and projects that the market will increase at a 7.1% compound annual growth rate to $385.5 billion in 2014.

By outsourcing certain processes to BPO providers that have more experience complying with industry-specific regulations, companies are better able to reduce risk, enhance compliance and minimize management distraction. These benefits are highly relevant in the wake of legislation and industry standards such as the Patient Protection and Affordable Care Act (the "Obama Healthcare Plan"), the Sarbanes-Oxley Act of 2002 ("SOX"), the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Payment Card Industry Data Security Standard ("PCI DSS") and the EU Data Protection Directive, which have enhanced the importance of compliance, security practices and internal controls.

We believe our business will be positively impacted by these industry dynamics in the future.

Our Solution

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. 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 management solutions and services 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 and complex business transactions, including account origination, scan-to-archive transactions and processing of loans, credit cards, claims and inbound correspondence.

Our Competitive Strengths

Our principal competitive strengths include:

•: Proven Deployment Across a Sizeable Client Base. We currently serve over 1,800 clients. We believe the long-standing relationships we have developed with these clients provide us with a captive base from which to cross-sell our BPO services to those not currently using them. We have significant experience in deploying and maintaining outsourcing and transaction processing solutions for many of the world's largest and most complex organizations. We leverage our long-standing client relationships and proven deployment knowledge to convert clients from in-house solutions to BPO services. Our clients have come to trust our ability to efficiently and securely deploy hardware and software solutions for their most mission-critical processes. Our process of converting clients from in-house solutions to BPO services is aided by the fact that the same technology and systems are used in both deployments.
•: Deep Domain Expertise in Improving Business Processes. We benefit from nearly 40 years of experience in the payment processing and document management industry. This intellectual capital has enabled us to develop in-depth knowledge of our clients' business processes and industries, allowing us to provide high-value services and solutions. Our extensive domain and process expertise has enabled us to expand our role with current clients and attract new clients.
•: Extensive Solutions. Our clients rely upon our internally-developed solutions to manage their most important business processes. We have an extensive set of products and solutions that allow us to address many different aspects of our clients' business processes. We believe the functionality, performance and quality of our solutions are well recognized in the industry and are highly differentiated. We continuously develop services and solutions based on new and evolving technology and market demand.

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•: Strong Barriers to Entry. The clients that use our proprietary software and hardware have made a substantial financial investment in our solutions and incorporated them into their critical business processes. Our BPO clients have also entrusted us with managing these critical processes on their behalf. We believe that the embedded investment and the associated switching costs that would be incurred if a client were to move to a different provider creates a significant barrier to entry.
•: Experienced Management Team. Our senior management team has over 100 years of payment processing and document management experience and has held leadership positions at large, global BPO organizations, such as HP, Electronic Data Systems, Inc. ("EDS"), a division of HP and Affiliated Computer Services, Inc. ("ACS"), a subsidiary of Xerox Corporation. By leveraging this experience as well as a culture of developing strong relationships with senior level contacts at large organizations around the world, we believe we are better able to expand our BPO services and increase our revenues. Our management team is focused on delivering robust solutions and high levels of customer satisfaction.

Our Strategy

We intend to enhance our competitive position in payment processing and document management solutions and services. The key elements of our strategy include:

•: Convert Existing In-house Clients to BPO Clients. We believe there is a significant growth opportunity in converting our existing in-house clients to BPO clients. In recent years, several of our clients, including Aflac, British Airways Plc ("British Airways") and Discover have transitioned to our BPO services as they recognize the benefits of using an outsourced solution. When such transitions occur, we typically experience annual revenue from these clients that is several fold greater than what we had previously received. We anticipate that more clients will migrate to our BPO services as they come to recognize the benefits of utilizing our outsourced services as opposed to performing their processing activities on an in-house basis.
•: Grow Recurring Revenue. We have established 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. We believe that as we expand our BPO business we will continue to grow our recurring revenue base.
•: Leverage Process Automation and Offshoring to Improve Margins. We are focused on increasing our workforce productivity and efficiencies by integrating applications, expanding our India-based labor resources and using internally developed software and hardware solutions throughout our operations and delivery centers. We seek to continue to improve our BPO margins through business process automation and by using the lower cost labor at our captive offshore facility in Delhi, India.
•: Expand Addressable Markets. We intend to focus on expanding the addressable markets for our solutions and BPO services. We believe there is a significant opportunity to target clients in additional document- and compliance-intensive industries, such as the healthcare industry. We also market our payment processing and document management experience to help our clients transition other aspects of their businesses from paper-based to digital processes. We will also seek to continue to expand the marketing of our BPO services in other geographic regions including Africa, Asia and Latin America.
•: Pursue Strategic Acquisitions. We seek to expand our capabilities and geographic reach through acquisitions of businesses and products that complement our portfolio of offerings, allowing us to better penetrate our target markets and expand our client base. We have successfully identified, completed and integrated four acquisitions since 2007: Beta Systems ECM Solutions

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GMBH ("ECM"), PrivatGirot AB ("PrivatGirot"), Document@Work and DocuData Solutions, L.C. ("DocuData").

Risks Affecting Us

Our business is subject to a number of risks as discussed more fully in the section entitled "Risk Factors" beginning on page 11 of this prospectus, which you should read in its entirety. In particular:

•: We have experienced net losses during the last seven years and may not be able to achieve and sustain profitability in the future;
•: 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 market for our services and solutions is highly competitive, and our inability to compete with other providers of BPO services and hardware and software solutions could harm our revenue and our ability to become profitable;
•: 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;
•: 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 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;
•: We have not registered copyrights for many of our products, which may limit our ability to enforce them; and
•: Operational failures in our outsourcing or transaction processing facilities could harm our business and reputation.

Corporate Information

We were founded as a Texas corporation in 1972. 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. Worldwide, we have operations in 15 countries. We have five major BPO facilities, 13 satellite BPO facilities and one captive offshore BPO facility. Our website is www.banctec.com and our main telephone number is (972) 821-4000. Information on our website is not part of or 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		shares (or 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)		shares (or 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 all of the net proceeds of the offering to pay down a portion of the outstanding balance on our Revolving Credit Facility, as defined herein. We will not receive any proceeds from the sale of shares by the selling stockholders. 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."
Preferred stock purchase rights		Each share of common stock offered hereby will have associated with it one preferred stock purchase right under the rights plan which we adopted in October 2010. Each of these rights entitles its holder to purchase one one-thousandth of a share of Series A Preferred Stock (as defined herein) at a purchase price specified in the rights plan under the circumstances provided therein. See "Description of Capital Stock—Stockholder Rights Plan."
Risk factors		For a discussion of risks that you should consider before making an investment, see "Risk Factors" on page 11.

(1): The number of shares outstanding after this offering is based on 18,015,824 shares of common stock outstanding as of June 22, 2011. This includes 2,484,495 shares of restricted stock granted pursuant to our Equity Incentive Plans, as defined herein (889,605 of which have vested), and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, as defined herein, and excludes 317,895 restricted stock units granted pursuant to the 2007 Director Plan, in each case issued and outstanding, as of June 22, 2011. See "Executive Compensation—Narrative Disclosure to Summary Table and Grants of Plan-Based Awards—Equity Incentive Plans" for a description of these plans.

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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, 2006, 2007, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the three months ended March 31, 2010 and 2011 have been derived from our unaudited condensed consolidated financial statements and notes thereto.

The financial data presented below, and throughout this prospectus, have been adjusted to reflect the January 2009 sale of our Information Technology Services Management ("ITSM") division in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10. See "Note A—Summary of Significant Accounting Policies" to the 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 notes thereto included elsewhere in this prospectus.

				Years Ended December 31,															Three Months Ended March 31,

				2006			2007			2008			2009			2010			2010			2011
				(in thousands, except per share data)
Statement of Operations Data:
	Revenue
		Equipment and software		$	92,136		$	97,667		$	74,434		$	71,315		$	53,500		$	12,261		$	11,244
		Software services			43,999			44,650			43,521			35,276			35,217			8,978			10,934
		Maintenance and other services			91,462			95,879			90,142			72,937			67,685			15,625			16,651
		Business process outsourcing			28,792			37,283			63,823			93,104			97,809			25,476			22,763

			Total revenue		256,389			275,479			271,920			272,632			254,211			62,340			61,592

	Gross profit				83,056			88,864			76,219			74,771			68,168			13,526			16,746
	Operating expenses
		Research and development			7,275			6,506			5,179			4,246			5,093			1,058			1,615
		Selling, general and administrative			59,568			73,669			79,102			69,321			77,601			18,401			19,330
		Goodwill impairment			—			—			23,442			—			—			—			—

			Total operating expenses		66,843			80,175			107,723			73,567			82,694			19,459			20,945

	Operating income (loss)				16,213			8,689			(31,504	)		1,204			(14,526	)		(5,933	)		(4,199	)
	Other income (expenses)(1)				(20,104	)		(15,626	)		503			(5,365	)		(5,389	)		(300	)		(1,252	)

	Loss from continuing operations before income tax				(3,891	)		(6,937	)		(31,001	)		(4,161	)		(19,915	)		(6,233	)		(5,451	)
	Income tax expense				3,875			6,613			2,355			3,293			2,361			426			761

	Net loss from continuing operations			$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(6,659	)	$	(6,212	)

	Net loss per share from continuing operations
		Basic and diluted		$	(1.28	)	$	(1.51	)	$	(2.15	)	$	(0.48	)	$	(1.39	)	$	(0.42	)	$	(0.38	)

Other Financial Data:
	Adjusted EBITDA(2)			$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	2,849		$	4,059

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	March 31, 2011

	Actual		As Adjusted(3)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	13,400
Total assets		226,710
Revolving Credit Facility		44,342
Long-term debt, less current maturities		15,030
Total liabilities		172,632
Stockholders' equity		54,078

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:

	Years Ended December 31,															Three Months Ended March 31

	2006			2007			2008			2009			2010			2010			2011
	(in thousands)
Net loss from continuing operations	$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(6,659	)	$	(6,212	)
Income tax expense		3,875			6,613			2,355			3,293			2,361			426			761
Interest income		(213	)		(747	)		(219	)		(437	)		(68	)		(17	)		(17	)
Interest expense		20,192			14,964			3,583			4,241			4,189			918			1,295
Outsourcing contract cost amortization		526			2,298			2,883			3,497			4,341			1,178			1,256
Depreciation and amortization		11,483			10,491			15,299			15,276			16,452			3,712			4,151
IPO related costs(4)		—			—			—			—			2,933			—			—
Purchase accounting adjustment(5)		—			—			—			—			1,110			—			—
Restructure costs(6)		1,685			680			2,993			815			4,677			785			907
Deal costs(7)		—			—			—			—			3,179			860			—
Stock-based compensation		249			2,501			4,183			5,144			6,022			1,646			1,918
PrivatGirot gain(8)		—			—			—			(561	)		—			—			—
Goodwill impairment		—			—			23,442			—			—			—			—

Adjusted EBITDA	$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	2,849		$	4,059

(1)

Other income (expenses) 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 (loss) from continuing operations (as calculated under generally accepted accounting principles ("GAAP") in the United States) plus net interest expense, income tax expense, depreciation and amortization, outsourcing contract cost amortization, IPO related costs, purchase accounting adjustment, restructure costs, deal related costs, stock-based compensation and goodwill impairments less PrivatGirot gain. 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;
•: 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 on January 1, 2006 and recorded stock-based compensation expense. Prior to January 1, 2006, we accounted for stock-based compensation using the intrinsic value method 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. The following are some of the limitations on Adjusted EBITDA's usefulness:

•: 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 (as defined below);
•: 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.

However, Adjusted EBITDA does not determine our ability to borrow under our second amended and restated revolving credit facility dated as of March 31, 2010 as amended on April 19, 2011 (as further amended, restated or otherwise modified from time to time, the "Revolving Credit Facility"), by and among BancTec, Inc., the other credit parties thereto, General Electric Capital Corporation, a Delaware Corporation ("GE Capital"), and the financial institutions party thereto as lenders. Instead, our ability to borrow under the Revolving Credit Facility is determined using EBITDA, as defined therein. Management does not believe that EBITDA, as defined under the

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Revolving Credit Facility, is an effective measure of our annual operating performance due to the significant adjustments to net income required by the terms of the Revolving Credit Facility. In our calculations of EBITDA under the Revolving Credit Facility, the terms thereof require us to:

(i)

exclude the following items from consolidated net income:

•: the income (or deficit) of any other person accrued prior to the date it became a subsidiary of, or was merged or consolidated into us;
•: the income (or deficit) of any other person (other than a subsidiary) in 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;
•: the undistributed earnings of any of our subsidiaries (other than any such subsidiaries which are designated as credit parties under the Revolving Credit Facility) to the extent that the declaration or payment of dividends or similar distributions by such subsidiaries are not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such subsidiaries;
•: 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 from the collection of the proceeds of life insurance policies;
•: any net gain arising from the acquisition of any securities or the extinguishment of any indebtedness;
•: any earnings of 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 subsidiaries over the cost to us of the investment in such subsidiaries;

(ii)

deduct the following items from consolidated net income:

•: income tax credits;
•: interest income;
•: gains from extraordinary items;
•: any aggregate net gain during such period arising from the sale, exchange or other disposition of capital assets;
•: any other non-cash gains that have been added in determining consolidated net income; and
•: non-cash gains resulting from foreign currency conversions; and

(iii)

add back the following items to consolidated net income:

•: any provision for income or franchise taxes;
•: interest expense;
•: loss from extraordinary items for such period;
•: depreciation and amortization for such period;
•: amortized debt discount for such period;
•: the amount of any non-cash deductions or expenses as the result of any grant to any members of our management of any stock or stock equivalents;

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•: any aggregate net loss on the sale of our property outside the ordinary course of business;
•: non-cash losses resulting from foreign currency conversion;
•: subject to certain limitations set forth in the Revolving Credit Facility, any other non-cash losses or charges that have been deducted in determining consolidated net income;
•: subject to certain limitations set forth in the Revolving Credit Facility, severance and other restructuring costs and expenses;
•: subject to certain limitations set forth in the Revolving Credit Facility, fees and expenses incurred in connection with acquisitions; and
•: subject to certain limitations set forth in the Revolving Credit Facility, IPO related costs and expenses.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility" included elsewhere in this prospectus.

(3): These amounts reflect balance sheet data as of March 31, 2011, as adjusted for the sale of 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 received by us from this offering as described under "Use of Proceeds."
(4): IPO related costs are charges incurred in connection with the filing of the registration statement on Form S-1, initially filed on August 8, 2007, and the amendments thereto, which was subsequently withdrawn on May 16, 2011. The costs were held on the balance sheet until the fourth quarter of 2010 when they were expensed in Sundry, net due to management's decision to pursue a new offering and related registration process in 2011.
(5): Purchase accounting adjustment reflects an increase in revenue by the amount that would have been recorded as if such deferred revenue were not adjusted to fair value at the date of the acquisition of ECM in June 2010.
(6): Restructure costs are severance costs and site closure costs associated with our restructuring activities.
(7): Deal costs are charges incurred for acquisition activities and business development efforts relating to large outsourcing opportunities that were ultimately not implemented by the potential client.
(8): PrivatGirot gain is associated with the acquisition of PrivatGirot in June 2009 for a cost less than fair market value.

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RISK FACTORS

An investment in our common stock involves risk. 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 materially and adversely affected 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 seven years. 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. 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 future 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 such 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 successfully 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, business and results of operations. 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.

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

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that the volume of paper transactions continues to decline, our traditional business may be adversely impacted. The market for payment processing and document management 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 solutions could harm our revenue and ability to become profitable.

The BPO services and hardware and software 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.

Our business, financial condition and results of operations could also 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 recurring 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. Our history of sales of BPO services has been uneven in recent years. To the extent we fail to persuade new or existing clients to enter into long-term contracts for BPO services, we will be unable to successfully implement our business strategy. As a result, our revenue, business, ability to become profitable, results of operations and financial condition may be materially impaired.

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 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 information, technology and brand.

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We protect our proprietary information and technology, 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 and technology. 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 and technology 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, solutions 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 use or 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 solution or service 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 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

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or indemnify the client or any of our other clients, 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 solutions or services as a part of our business. Any of these outcomes could have a material adverse effect on our business, financial condition or results of operations.

We are aware of patent enforcement efforts related to U.S. patent 5,633,954 that pertains to a certain method of improving optical character recognition (OCR). We license and resell a third party OCR technology believed to use a different methodology than the 5,633,954 patent. We have received a request for indemnification from a client pursuant to a claim by the owner of the patent. If we are required to defend or indemnify that or any other client, we could be exposed to time-consuming, disruptive and expensive defense efforts and could suffer an adverse outcome. We are entitled to seek indemnification from the licensor under such circumstances, but there is no guarantee the licensor has sufficient resources to fully indemnify us.

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

We have not registered copyrights for many 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 unregistered 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 or solutions 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 solutions 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 and materially and adversely affect our business, financial condition and results of operations.

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

Maintaining 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, business, financial condition and results of operations would be materially and adversely affected. A security or privacy breach may:

•: cause our clients to lose confidence in, and deter them from using, our solutions and services;

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•: deter potential clients from using our services;
•: harm our reputation;
•: expose us to liability;
•: 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 inability to borrow under our Revolving Credit Facility in the future or 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 would impact our ability to compete in the markets we serve.

General economic conditions, decreased revenue from our maintenance contracts, and capital required to support any revenue growth could have a material impact on our future liquidity. As of March 31, 2011, we had approximately $19.8 million available under our Revolving Credit Facility. After this offering and the application of the net proceeds received by us to pay down a portion of our Revolving Credit Facility, we will have approximately $ million available under the Revolving Credit Facility. The Revolving Credit Facility provides for a secured revolving line of credit up to the lesser of (i) $65 million, or (ii)(x) 2.5 times EBITDA (as defined in the Revolving Credit Facility) for the trailing twelve month period when EBITDA for such period is greater than or equal to $25 million, (y) 2.25 times EBITDA for the trailing twelve month period when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (z) 2.0 times EBITDA for the trailing twelve month period when EBITDA for such period is less than $18 million. A portion of the Revolving Credit Facility can be used to issue up to $10 million in documentary and standby letters of credit. Additionally, the Revolving Credit Facility includes an uncommitted incremental facility which could provide up to an additional $35 million in availability thereunder. The Revolving Credit Facility matures in February 2014. In order to continue to borrow, and not be in default, under the Revolving Credit Facility, we are required to be in compliance with the covenants set forth therein. We have been in default under the Revolving Credit Facility covenants from time to time, which defaults have been cured or waived. Future non-compliance could limit or prevent our ability to borrow under the Revolving Credit Facility or result in an event of default thereunder. The Revolving Credit Facility permits us to (i) incur up to $15 million of capital lease obligations and (ii) enter into operating leases having aggregate rent and other lease payments of no more than $15 million per year. As of March 31, 2011, we have financing arrangement obligations totaling $14.4 million, capital lease obligations of approximately $2.9 million from third party lessors and aggregate operating lease obligations of approximately $31.1 million, with aggregate rent and other payments over the next twelve months of approximately $9.3 million. We cannot assure you that we will be able to borrow the then current amount available under the Revolving Credit Facility in the future. We also 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 borrow the anticipated amount available under the Revolving Credit Facility or obtain additional borrowing or leasing capacity, we may face a liquidity shortfall.

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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, which could restrict our ability to provide services to international clients.

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. Worldwide, we have operations in 15 countries. We serve over 1,800 clients who have operations in 50 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;
•: difficulty in enforcing agreements in foreign legal systems;
•: 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;
•: 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.

Our current growth strategy is heavily dependent on growth in international markets.

In 2009 and 2010, 50.8% and 59.0%, respectively, of our revenue was derived from international markets, and we hope to expand the volume of the services and solutions that we provide internationally. If our international expansion plans are unsuccessful, our business, financial condition and results of operations could be materially adversely effected.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and will be subject to other requirements that will be burdensome and costly. Our independent auditors noted significant deficiencies in connection with our 2006, 2007, 2008, 2009 and 2010 year-end audits. If we fail to develop or maintain an effective system of internal controls, we may continue to have significant deficiencies in our financial reporting, and 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

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Section 13 of the Securities Exchange Act of 1934, as amended (the "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 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, 2012 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 2006, 2007, 2008, 2009 and 2010 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, application of entity level anti-fraud 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 2006, 2007, 2008, 2009 and 2010. Additionally, we commenced implementation of new policies in the second quarter of 2006 and continued to refine the relevant controls into 2011 in conjunction with our

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SOX-related preparation activities. We implemented an enterprise resource planning ("ERP") system that we have licensed from SAP America, Inc. ("SAP") throughout Europe and Canada in 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 a third party to assist us in our SOX-related preparation activities. We automated the financial close process by implementing a SAP add-on software package called Business Planning and Consolidations. This new application enhances our oversight capabilities, monitoring controls and segregation of duties controls and also improves the timeliness of reporting. As a result of these efforts, we believe the significant deficiencies related to financial processes and reporting processes that existed up to and including 2010 were remedied during 2011.

A significant deficiency involving anti-fraud controls was identified during the 2009 audit. We previously had created an employee code of conduct and a hotline to facilitate reporting of fraudulent activities by employees, but failed to properly implement and document the rollout of these anti-fraud programs and controls across all of our foreign entities. A remediation process was completed in 2010.

Significant deficiencies involving controls over physical inventory were identified in conjunction with the 2006 year-end audit. Due to the implementation of a new United States ERP system during 2006, the comprehensive cycle count program temporarily ceased for the two largest warehouses. An end of year inventory observation was performed to insure inventory accuracy of these two warehouses. The remaining warehouses were cycle counted for the entire year. The cycle count process for all warehouses was restarted in late 2006 and continues through the current period. As noted by a significant deficiency for 2007, the cycle count process during 2007 and 2008 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 audit. While the previous cycle count process lacked certain criteria during 2006, 2007 and 2008, the overall process which also included preventative and defective purchase and physical controls did provide sufficient assurance to ensure the accuracy of the inventory balances. There was no physical inventory control significant deficiency noted during the 2009 or 2010 audits.

Significant deficiencies involving the design and implementation of general computer controls for domestic SAP applications were identified in conjunction with our 2006, 2007, 2008 and 2009 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. We believe the general computer controls deficiencies that were deemed to be significant previously noted during periods up to and including 2008 were remedied in January 2009. The deficiency noted during the 2009 audit was remedied during January 2010.

A significant deficiency involving tax disclosures was identified in conjunction with the 2009 year-end audit. A reduction in a deferred tax asset, and a related offsetting reduction in the valuation allowance, related to our recapitalization in June 2007 (the "June 2007 Recapitalization") was not properly disclosed in prior period financial statements. This deficiency was remedied during 2010.

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

Complying with Section 404 of SOX 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 year ending December 31, 2012. 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

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proceeds received from an arrangement to the multiple elements, determination of whether any undelivered elements are essential to the functionality of the delivered elements, and the appropriate timing of revenue recognition. Changes in the accounting rules or their interpretation or changes in our products or services could significantly change our earnings and results of operations and could add significant volatility to those measures, without a comparable underlying change in cash flow from operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" and "Note A—Summary of Significant Accounting Policies" to the 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 ("FCPA"). Our ECM division of our German subsidiary holds contracts with two instrumentalities of the Nigerian government, potentially increasing our FCPA compliance risk. Any violation of the FCPA or other anti-corruption laws could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions. Other requirements can also be imposed on companies that violate the FCPA, including the appointment of a government-approved monitor or the implementation of enhanced compliance procedures. Privacy and information security laws such as HIPAA continue to evolve and proper interpretation and compliance with such laws is complex. Consequently, our efforts to measure, monitor and adjust our business practices to comply with such laws are ongoing. Failure to comply could result in regulatory fines and civil lawsuits. Knowing and intentional violations of privacy rules may also result in criminal penalties in the relevant jurisdiction. Our failure or the failure of our sales representatives or consultants to comply with these laws and regulations could have a material 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, which may increase our costs.

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 developing or implementing software that adequately meets our customers requirements within specified

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timeframes and in installing or integrating our technologies on platforms used by our clients. In May 2011, we received a letter from one of our partners regarding a contract dispute related to a large software implementation project for an end-user customer. The dispute revolves around timing of the implementation of certain of the custom software modules for the customer. All such modules that are the subject of the dispute have now been substantially completed and are active in support of the customer's operations. We dispute the allegations in the partner's letter and have initiated discussions with the partner to attempt to resolve the matter. 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 client base is in the financial services sector or in related businesses. There has been significant consolidation in the financial industry in recent years. This consolidation, whether as a result of economic conditions or changes in law or regulation, could reduce the number of new clients available to us. 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. 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.

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 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 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, the Euro and the Swedish Krona. 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

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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.

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

The demand for paper payment processing solutions continues to decline due to market trends, including reduced check volume, check truncation, and the passage of the Check Clearing for the 21st Century Act ("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 our revenues.

Our top ten clients in continuing operations accounted for approximately 33.3%, 34.3% and 30.4% of our revenue for the years ended December 31, 2008, 2009 and 2010, respectively, and during such periods, we derived 8.9%, 10.7% and 6.9%, respectively, from a single client, HP. 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 our retention of key clients. A significant portion of our revenue is concentrated among our ten largest clients, which accounted for 33.3%, 34.3% and 30.4% of our revenue for the years ended December 31, 2008, 2009 and 2010, respectively. During the years ended December 31, 2008, 2009 and 2010, we derived 8.9%, 10.7% and 6.9%, respectively, of revenue from a single client, HP. The loss of HP 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 contract 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 contract, or the profitability of our business with them, could have a material adverse effect on our revenue and profitability. In addition, a disruption or a downturn in the business of one or more key clients could reduce our liquidity if we were unable to collect amounts they owe us.

To 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

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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, which may adversely affect our results of operations and cash flow.

The sales cycle for our solutions and services can be lengthy, which could result in the incurrence of sales-related expenses prior to the related sales and delays in generating sales.

Given the critical nature of our solutions and services to the business processes of potential clients, the sales, implementation, testing and integration of our BPO services and certain of our larger and more complex solutions into our clients' business processes require a substantial amount of time and resources. For example, a new client or an existing client transitioning to our BPO services may need several months to decide whether to obtain our services and solutions and then require additional time to implement, test and integrate our solutions and services into their business processes prior to making a long-term commitment to use our solutions and services. As a result, the complete sales cycle can be lengthy, particularly for our BPO services. In addition, we may experience a significant delay between the time we incur sales-related expenses and the time we generate revenues, if any, from such expenditures and the failure to generate revenues from such expenditures could have a material adverse effect on our results of operations.

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 additional 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.

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We depend on our suppliers and vendors and the failure of any of these sources to provide timely and reliable supplies could adversely affect our results of operations.

Reliance on suppliers and vendors, as well as industry supply conditions, generally involves several risks, including the possibility of defective parts (which can adversely affect the reliability and reputation of our products), a shortage of components and reduced control over delivery schedules (which can adversely affect our manufacturing efficiencies) and increases in component costs (which can adversely affect our profitability). If any of these sources are unable to provide timely and reliable supply, we could experience manufacturing interruptions, delays or inefficiencies, which could have an adverse effect on our 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. 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.

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,

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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 the market price of our common stock may decline.

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 June 22, 2011, we had a total of 18,015,824 shares of common stock issued and outstanding, which include restricted shares of 2,484,495 (889,605 of which have vested) granted to management and certain employees pursuant to our Second Amended and Restated 2007 Equity Incentive Plan (the "2007 Equity Incentive Plan"), our Amended and Restated 2008 Equity Incentive Plan (the "2008 Equity Incentive Plan") and our 2009 Equity Incentive Plan (together with the 2007 Equity Incentive Plan and the 2008 Equity Incentive Plan, the "Equity Incentive Plans") and 6,252 shares of restricted stock granted to our non-employee directors pursuant to our 2007 Amended and Restated Non-Employee Director Equity Plan ("2007 Director Plan"), in each case issued and outstanding as of June 22, 2011. The outstanding shares of common stock do not include 317,895 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 occur, could cause the market price of our common stock to decline and impair our ability to raise capital.

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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 and the price of our common stock may fall below such price.

The last reported sales price per share of our common stock effected through The PORTAL Market, which occurred on April 29, 2011, was $4.50. 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, which means capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.

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, including that (a) no default or event of default exists at the time of, or would arise as a result of, such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million. 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 which would make it more difficult for stockholders to sell their shares.

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.

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Our governance documents provide certain anti-takeover measures which will discourage a third party from seeking to acquire us unless approved by the board of directors and could negatively affect the price of our common stock.

We adopted a stockholder rights plan, commonly referred to as a "poison pill" in October 2010. The purpose of the stockholder rights plan is to protect stockholders against unsolicited attempts to acquire control of us that do not offer a fair price to our stockholders as determined by our board of directors. Under the plan, the acquisition of 15% or more of our outstanding common stock by any person or group, unless approved by our board of directors, will trigger the right of our stockholders (other than the acquiror of 15% or more of our common stock) to acquire additional shares of our common stock, and, in certain cases, the stock of the potential acquiror, at a 50% discount to market price, thus significantly increasing the acquisition cost to a potential acquiror. The stockholder rights plan may have the effect of dissuading a potential hostile acquiror from making an offer for our common stock at a price that represents a premium to the then-current trading price. In addition, our certificate of incorporation and by-laws contain certain additional anti-takeover protective devices. For example:

•: no stockholder action may be taken without a meeting, without prior notice and without a vote; solicitations by consent are thus prohibited; and
•: our board of directors has the authority, without further action by the stockholders, to fix the rights and preferences, and issue shares, of preferred stock. An issuance of preferred stock with dividend and liquidation rights senior to the common stock and convertible into a large number of shares of common stock could prevent a potential acquiror from gaining effective economic or voting control.

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

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

•: 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.

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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 related to enforceability of our copyrights;
•: 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, domestic and foreign laws and regulations on our business and operations;

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•: our ability to change our services and solutions to meet our clients' needs as a result of changing and new laws and regulations;
•: risks related to development delays, software defects or installation difficulties;
•: risks related to the concentration our clients in the financial services sector;
•: our ability to accurately predict future operating results or achieve earnings forecasts;
•: risks related to exposure to changes in foreign currency exchange rates due to our significant foreign operations;
•: risks related to the decline in the volume of paper transactions;
•: risks related to the concentration of our revenue among our top ten clients;
•: our ability to attract and retain qualified personnel;
•: risks related to contracts providing for fixed prices;
•: risks related to future strategic acquisitions;
•: risks related to the loss of key suppliers;
•: our ability to obtain or retain the licenses or authorizations necessary to export or re-export our products, technical data or services;
•: risks related to environmental laws and potential liabilities;
•: risks related to war or acts of terrorism;
•: an active market for our common stock may not develop and may be highly volatile;
•: risks that future sales of our common stock could dilute current ownership;
•: the sales price per share of our common stock effected through The PORTAL Market may not accurately reflect its actual value after this offering;
•: we do not anticipate paying dividends in the near future;
•: our common stock may not be accepted for listing on The NASDAQ Global Market or another national exchange or automated inter-dealer quotation system;
•: our governance documents provide certain anti-takeover measures that will discourage a third party from seeking to acquire us unless approved by our board of directors; and
•: risks related to provisions in our organizational documents or under Delaware law that could prevent a change of control.

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.

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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 clients, 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 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 all of the net proceeds of the offering to pay down a portion of the outstanding balance on our Revolving Credit Facility, which matures in February 2014 and, as of March 31, 2011, was accruing interest at a rate of approximately 6.0%. Following this offering and the application of the net proceeds, we expect to have approximately $ million of availability under our Revolving Credit Facility. We will not receive any proceeds from the sale of shares by the selling stockholders.

During the year ended December 31, 2010, we have, from time to time, borrowed amounts under our Revolving Credit Facility, all of which have been used for general corporate purposes, including working capital, capital expenditures and acquisitions.

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. 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) no default or event of default exists at the time of or would arise as a result of such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any fiscal year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million.

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CAPITALIZATION

The following table shows our cash, cash equivalents and capitalization as of March 31, 2011 on an actual basis and an adjusted basis to give effect to the sale by us of shares of our common stock in this offering (based on an assumed offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, 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 March 31, 2011

				Actual			As Adjusted
				(in thousands)
Cash and cash equivalents				$	13,400		$

Revolving Credit Facility				$	44,342		$
Note payable to sellers of DocuData					—
Stockholders' equity (deficit):
	Common stock, par value $0.01 per share—17,787,511 shares outstanding as of March 31, 2011				175
	Preferred stock, par value $0.01 per share—10,000,000 shares authorized and 0 outstanding as of March 31, 2011				—
	Series A Junior Participating Preferred Stock, par value $0.01 per share—1,000,000 shares authorized and 0 outstanding as of March 31, 2011				—
	Additional paid-in capital				443,427
	Accumulated deficit				(377,038	)
	Treasury stock				(863	)
	Accumulated other comprehensive loss				(11,623	)

		Total stockholders' equity		$	54,078		$

			Total capitalization(1)	$	98,420		$

(1): Assuming that we sell 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 March 31, 2011, without giving effect to this offering.

			March 31, 2011

			(in thousands, except per share data)
Total assets			$
	Less:
		Goodwill
		Other intangible assets, net
		Outsourcing contract costs, net

		Net tangible assets
Total liabilities

Net tangible book value

Shares outstanding

Net tangible assets per share			$

After giving effect to the sale of 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 March 31, 2011 would have been approximately $ million, 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 March 31, 2011	$
	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 March 31, 2011 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

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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.

The table below sets forth, as of March 31, 2011, 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			%	$		%	$
New investors			%			%

Total			%	$		%	$

As of March 31, 2011, we had 17,787,511 shares of common stock outstanding and, assuming the sale of shares of common stock by the selling stockholders as contemplated hereunder, if this offering had been consummated as of such date the number of shares held by existing stockholders would have been reduced to shares or % of the total number of shares of our common stock outstanding, immediately after the consummation thereof. The above discussion and tables assume the underwriters will not exercise the overallotment option and includes 1,366,822 shares of unvested 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 238,780 restricted stock units granted pursuant to the 2007 Director Plan as of March 31, 2011.

If the underwriters' overallotment option is exercised in full, the net tangible book value as of March 31, 2011 would have been $ million, 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 and the percentage of total consideration paid 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, 2006, 2007, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the three months ended March 31, 2010 and 2011 have been derived from our unaudited condensed consolidated financial statements and notes thereto.

The financial data presented below, and throughout this prospectus, have been adjusted to reflect the January 2009 sale of our ITSM division in accordance with ASC 360-10. See "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements included elsewhere in this prospectus.

				Years Ended December 31,															Three Months Ended March 31,

				2006			2007			2008			2009			2010			2010			2011
				(in thousands, except per share data)
Statement of Operations Data:
	Revenue
		Equipment and software		$	92,136		$	97,667		$	74,434		$	71,315		$	53,500		$	12,261		$	11,244
		Software services			43,999			44,650			43,521			35,276			35,217			8,978			10,934
		Maintenance and other services			91,462			95,879			90,142			72,937			67,685			15,625			16,651
		Business process outsourcing			28,792			37,283			63,823			93,104			97,809			25,476			22,763

			Total revenue		256,389			275,479			271,920			272,632			254,211			62,340			61,592

	Gross profit				83,056			88,864			76,219			74,771			68,168			13,526			16,746
	Operating expenses
		Research and development			7,275			6,506			5,179			4,246			5,093			1,058			1,615
		Selling, general and administrative			59,568			73,669			79,102			69,321			77,601			18,401			19,330
		Goodwill impairment			—			—			23,442			—			—			—			—

			Total operating expenses		66,843			80,175			107,723			73,567			82,694			19,459			20,945

	Operating income (loss)				16,213			8,689			(31,504	)		1,204			(14,526	)		(5,933	)		(4,199	)
	Other income (expense)(1)				(20,104	)		(15,626	)		503			(5,365	)		(5,389	)		(300	)		(1,252	)

	Loss from continuing operations before income tax				(3,891	)		(6,937	)		(31,001	)		(4,161	)		(19,915	)		(6,233	)		(5,451	)
	Income tax expense				3,875			6,613			2,355			3,293			2,361			426			761

	Net loss from continuing operations			$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(6,659	)	$	(6,212	)

	Net loss per share from continuing operations
	Basic and diluted			$	(1.28	)	$	(1.51	)	$	(2.15	)	$	(0.48	)	$	(1.39	)	$	(0.42	)	$	(0.38	)

Other Financial Data:
	Adjusted EBITDA(2)			$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	2,849		$	4,059

Pro forma as adjusted net loss per share(3)
	Basic and diluted																		$

Pro forma as adjusted weighted average shares(3)
	Basic and diluted																		$

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		December 31,											March 31,

		2006			2007		2008		2009		2010		2011
		(in thousands)
Balance Sheet Data:
	Total assets	$	212,597		$	239,519	$	222,622	$	191,019	$	222,037	$	226,710
	Current obligations under long-term debt		32,843			14,853		51,111		31,430		46,315		46,587
	Long-term debt, less current maturities		201,841			1,228		6,352		6,133		15,428		15,030
	Total liabilities		364,182			125,510		149,712		122,227		167,143		172,632
	Series A preferred stock		18,040			—		—		—		—		—
	Series B preferred stock		13,520			—		—		—		—		—
	Stockholders' equity (deficit)		(169,625	)		114,009		72,910		68,792		54,894		54,078

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:

	Years Ended December 31,															Three Months Ended March 31,

	2006			2007			2008			2009			2010			2010			2011
	(in thousands, except per share data)
Net loss from continuing operations	$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(6,659	)	$	(6,212	)
Income tax expense		3,875			6,613			2,355			3,293			2,361			426			761
Interest income		(213	)		(747	)		(219	)		(437	)		(68	)		(17	)		(17	)
Interest expense		20,192			14,964			3,583			4,241			4,189			918			1,295
Outsourcing contract cost amortization		526			2,298			2,883			3,497			4,341			1,178			1,256
Depreciation and amortization		11,483			10,491			15,299			15,276			16,452			3,712			4,151
IPO related costs(4)		—			—			—			—			2,933			—			—
Purchase accounting adjustment(5)		—			—			—			—			1,110			—			—
Restructure costs(6)		1,685			680			2,993			815			4,677			785			907
Deal costs(7)		—			—			—			—			3,179			860			—
Stock-based compensation		249			2,501			4,183			5,144			6,022			1,646			1,918
PrivatGirot gain(8)		—			—			—			(561	)		—			—			—
Goodwill impairment		—			—			23,442			—			—			—			—

Adjusted EBITDA	$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	2,849		$	4,059

(1)

Other income (expenses) 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 (loss) from continuing operations (as calculated under GAAP) plus net interest expense, income tax expense, depreciation and amortization, outsourcing contract cost amortization, IPO related costs, purchase accounting adjustment, restructure costs, deal related costs, stock-based compensation, and goodwill impairments less PrivatGirot gain. 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;
•: 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;

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•: it is used by our management for planning purposes, including the preparation of our internal annual operating budget;
•: 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 on January 1, 2006 and recorded stock-based compensation expense. Prior to January 1, 2006, we accounted for stock-based compensation using the intrinsic value method which resulted in zero stock-based compensation expense.

•: 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.

However, Adjusted EBITDA does not determine our ability to borrow under the Revolving Credit Facility. Instead, our ability to borrow under the Revolving Credit Facility is determined using EBITDA, as defined therein. Management does not believe that EBITDA, as defined under the Revolving Credit Facility, is an effective measure of our annual operating performance due to the significant adjustments to net income required by the terms of the Revolving Credit Facility. In our calculations of EBITDA under the Revolving Credit Facility, the terms thereof require us to:

(i)

exclude the following items from consolidated net income:

•: the income (or deficit) of any other person accrued prior to the date it became a subsidiary of, or was merged or consolidated into us;

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•: the income (or deficit) of any other person (other than a subsidiary) in 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;
•: the undistributed earnings of any of our subsidiaries (other than any such subsidiaries which are designated as credit parties under the Revolving Credit Facility) to the extent that the declaration or payment of dividends or similar distributions by such subsidiaries are not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such subsidiaries;
•: 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 from the collection of the proceeds of life insurance policies;
•: any net gain arising from the acquisition of any securities or the extinguishment of any indebtedness;
•: any earnings of 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 subsidiaries over the cost to us of the investment in such subsidiaries;

(ii)

deduct the following items from consolidated net income:

•: income tax credits;
•: interest income;
•: gains from extraordinary items;
•: any aggregate net gain during such period arising from the sale, exchange or other disposition of capital assets;
•: any other non-cash gains that have been added in determining consolidated net income; and
•: non-cash gains resulting from foreign currency conversions; and

(iii)

add back the following items to consolidated net income:

•: any provision for income or franchise taxes;
•: interest expense;
•: loss from extraordinary items for such period;
•: depreciation and amortization for such period;
•: amortized debt discount for such period;
•: the amount of any non-cash deductions or expenses as the result of any grant to any members of our management of any stock or stock equivalents;
•: any aggregate net loss on the sale of our property outside the ordinary course of business;
•: non-cash losses resulting from foreign currency conversion;
•: subject to certain limitations set forth in the Revolving Credit Facility, any other non-cash losses or charges that have been deducted in determining consolidated net income;

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•: subject to certain limitations set forth in the Revolving Credit Facility, severance and other restructuring costs and expenses;
•: subject to certain limitations set forth in the Revolving Credit Facility, fees and expenses incurred in connection with acquisitions; and
•: subject to certain limitations set forth in the Revolving Credit Facility, IPO related costs and expenses.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility" included elsewhere in this prospectus.

(3): The pro forma adjustments assume (a) the sale of shares of our common stock at the beginning of the periods presented at an initial offering price of $ per share, (b) a $ million reduction of tax adjusted interest expense due to the pay down of the Revolving Credit Facility using a portion of the net proceeds received from this offering, (c) the increase in the pro forma weighted average shares outstanding of to account for the number of shares required to pay down the Revolving Credit Facility and (d) application of the net proceeds received by us from this offering as described under "Use of Proceeds."
(4): IPO related costs are charges incurred in connection with the filing of the registration statement on Form S-1, initially filed on August 8, 2007, and the amendments thereto, which was subsequently withdrawn on May 16, 2011. The costs were held on the balance sheet until the fourth quarter of 2010 when they were expensed in Sundry, net due to management's decision to pursue a new offering and related registration process in 2011.
(5): Purchase accounting adjustment reflects an increase in revenue by the amount that would have been recorded as if such deferred revenue were not adjusted to fair value at the date of the acquisition of ECM in June 2010.
(6): Restructure costs are severance costs and site closure costs associated with our restructuring activities.
(7): Deal costs are charges incurred for acquisition activities and business development efforts relating to large outsourcing opportunities that were ultimately not implemented by the potential client.
(8): PrivatGirot gain is associated with the acquisition of PrivatGirot in June 2009 for a cost less than fair market value.

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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

BancTec is a global provider of payment processing and document management solutions and services. We believe our value proposition to our clients is our proprietary software and hardware solutions for processing high-volume, complex business transactions. We serve companies of all sizes in the banking, insurance, healthcare, utility, government and transportation sectors. We currently serve over 1,800 clients across 50 countries that depend on our technology and services to improve productivity, lower costs and optimize business processes. Among these clients are national and multinational organizations, such as Aflac, Bank of America, Discover, HP, U.S. Bank and Swedbank.

Our BPO services are provided through our 19 BPO centers located throughout the world. Our BPO services include financial process services, electronic document management services and finance and administrative services. Our BPO services are typically contracted on a multi-year basis that includes the payment of recurring monthly or transactional fees.

Clients who use our solutions for their processing needs acquire our internally-developed software and hardware solutions and deploy them internally. Our in-house solutions are generally sold with a combination of upfront fees, additional fees and recurring annual maintenance fees.

We concentrate on three markets: Financial Process Services, Electronic Document Management Services and Finance and Administration Services. Financial Process Services includes account origination and servicing, payment processing, merchant card services, and mobile payment services. Electronic Document Management Services includes the electronic capture of paper and electronic documents, combined with extraction of information from the documents and integration of the captured data into appropriate business applications. Finance and Administration Services includes accounts payable automation, accounts receivable automation, and, in the healthcare industry, revenue cycle management.

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

Our business is subject to general economic conditions as well as conditions in the financial services sector, and our business and results of operations were adversely impacted by the global economic slowdown in 2009 and 2010 and the related weakness in the capital and credit markets. In addition, demand for paper-based processing solutions has continued to decline due to market trends, including reduced check volumes, check truncation and the passage of Check 21. This decline has adversely impacted some of our business lines, particularly our software services revenue, over the past few years.

Globalization and rapid technological innovation are creating an increasingly competitive business environment that requires enterprises to fundamentally change their business processes. This

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environment is characterized by greater focus on increased quality, lower costs, faster turnaround and heightened regulatory scrutiny. Those companies that process high volumes of payments, documents and other content are particularly challenged by this environment. To make necessary changes and adequately address these needs, companies are focusing on their core competencies and utilizing cost-effective outsourced solutions to improve productivity, lower costs and manage operations more efficiently. By outsourcing certain processes to BPO providers that have more experience complying with industry-specific regulations, companies are better able to reduce risk, enhance compliance and minimize management distraction.

We believe our business will be positively impacted by these industry dynamics in the future and accordingly, we have continued to invest in our BPO business over the last few years.

Over the past few years, our results have also been impacted by foreign currency fluctuations. In 2008 and 2009, our revenues were adversely impacted by a relative strengthening of the dollar as compared to other currencies. In 2010 and 2011, we have benefited from the declining value of the dollar. The impact of foreign currency fluctuations has increased as we made strategic acquisitions that expanded our presence in Sweden and Germany. We anticipate that our results will be impacted by currency fluctuations in the future as we do not anticipate entering into significant hedging arrangements.

In response to market conditions, in 2010 we took steps to reduce our operating expenses through restructuring activities, including headcount reductions and facility closures. In addition, as our BPO business grows, we believe we will benefit from economies of scale resulting from the increased utilization of our capital investments.

To finance our investments in our BPO business and to fund our acquisitions, we have increased our borrowings under our revolving credit facility. The financial covenants in our revolving credit facility may limit our ability to pursue additional acquisitions or invest in our BPO business and we may be required to seek other sources of liquidity to continue such investments and acquisitions.

Revenue and Expenses

Equipment and software sales includes revenue from the sale of our own and third-party equipment and the licensing of software; 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 includes revenue from our ongoing support of our developed software. Charges for our software services are pre-paid on a monthly, quarterly or annual basis.

Maintenance and other services includes revenue from our ongoing support of our own and third-party manufactured equipment. Charges for our maintenance and other services are pre-paid on a monthly, quarterly or annual basis.

BPO services includes revenue from payment processing or document and content processing for our clients' businesses. Our BPO contracts are typically long-term contracts of five to seven years and are renewable.

The recurring nature of our software services, maintenance and other services and BPO services revenue provides us with predictable revenue streams during various economic cycles.

We continue to transition from equipment and software, software services and maintenance and other services to BPO. BPO revenue represented 23.5% of total revenue in 2008 and 38.5% of total revenue in 2010. As our BPO revenue increases, we will incur start-up expenses associated with implementing new business. These costs are capitalized and amortized over the life of the contract. In addition, we will have to increase personnel to support the new business.

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Paper-based payment volumes have been consistently declining in recent years, which negatively impacted demand for our traditional hardware and software and related services. To counter the resulting revenue declines, we have pursued and continue to pursue development of document processing capabilities, strategic acquisitions to expand our product and service offerings and to enter into new geographic regions, and the expansion of our BPO business. As we continue to transition from a solutions and maintenance company to a BPO provider, which includes not only signing new BPO customers but also converting existing maintenance paying solutions customers to our BPO offerings, we expect the mix of our revenues to change to a higher proportion of revenue from BPO. For the year ended December 31, 2010, we made progress converting customers. However, we also continued to be negatively impacted by the global economic downturn, which disproportionately impacted several of the key industries we serve.

Our expenses consist primarily of the following: (a) cost of sales, which includes salaries, wages, benefits, equipment and supplies; (b) research and development, which includes salaries, wages, benefits and travel; (c) SG&A, 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.

We expect to incur additional expense associated with being a public company in future periods, including increased personnel costs, legal costs, accounting costs, board compensation expense, investor relations costs, insurance premiums, and costs associated with our compliance with Section 404 of SOX, other applicable SEC regulations and the requirements of The Nasdaq Stock Market.

In 2010, we announced a worldwide reduction in workforce initiative. We recorded $3.4 million of severance expenses and also announced a plan to close three facilities in the United States. A reserve of $1.3 million was also recorded for the facility closures.

We have operations in 15 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 $138.5 million, or 50.8%, of our 2009 revenue was denominated in foreign currencies. Approximately $149.9 million, or 59.0%, of our revenue for the year ended December 31, 2010 was denominated in foreign currencies. Approximately $42.4 million, or 68.9%, of our revenue for the three months ended March 31, 2011 was denominated in foreign currencies. We currently receive revenue in seven foreign currencies. Based on the results of our international operations for years 2008, 2009 and 2010 and the three months ended March 31, 2011, a 10% appreciation or depreciation in such currencies against the U.S. Dollar would have increased or decreased revenue, as applicable, by approximately $14.8 million, $13.9 million, $15.0 million and $4.2 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, 2009 or 2010. The major foreign currency exposures are the Pound Sterling, the Euro and the Swedish Krona.

Gross Margins

Our gross margins have fluctuated annually due to changes in the revenue mix of products and services we offer, customers we sell to, competition, and lower costs associated with increased efficiencies. Equipment and software gross margins were 32.8% in 2008, 39.2% in 2009 and 30.5% in 2010 and were 21.6% and 24.5% for the three months ended March 31, 2010 and 2011, respectively. Software services gross margins were 60.7% in 2008, 61.1% in 2009 and 63.9% in 2010 and were 57.5% and 70.5% for the three months ended March 31, 2010 and 2011, respectively. Maintenance and other services gross margins were 27.1% in 2008, 24.7% in 2009 and 28.3% in 2010 and were 22.1% and 22.1% for the three months ended March 31, 2010 and 2011, respectively. Generally, gross margins for our BPO services are lower than our solutions based business. Our gross margins in our BPO segment have increased from 1.5% in 2008 to 7.7% in 2009 and to 10.5% in 2010 and were 8.9% and 11.4% for

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the three months ended March 31, 2010 and 2011, respectively. As we achieve economies of scale in our BPO services, we anticipate that our gross profit in the BPO segment will continue to increase while providing a higher level of earnings visibility and recurring revenue.

Geographic Segments

We report our operations as two primary geographies: the Americas, which consists of North, Central and South America, and EMEA, which consists of Europe, the Middle East and Africa. 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 and other information, see "Note M—Business Segment Data" and "Note N—Geographic Operations" to our Consolidated Financial Statements included elsewhere in this prospectus.

Recent Acquisitions

On June 3, 2010, we purchased ECM, a German document processing solutions business with a presence in Europe and Central Africa. The purchase price was approximately $22.5 million, consisting of $9.3 million in cash and $13.2 million in contractual future payments.

On June 23, 2009, we purchased PrivatGirot, a paper and electronic payment processing and document and content processing services business located in Sweden. PrivatGirot had, at the time of the acquisition, approximately 240 employees with annual revenues exceeding $18 million. The purchase price was approximately $4.1 million.

On August 4, 2008, we purchased Document@Work, a scan-to-archive company based in France, which we merged into our existing operations in France. Document@Work established our BPO presence in France with revenues of approximately $1.0 million in 2008.

On March 4, 2008, we purchased DocuData, an imaging, content management, media storage and BPO organization located in Texas. DocuData had, at the time of the acquisition, approximately 226 employees with annual revenues exceeding $16.0 million. The purchase price consisted of approximately $20.7 million in cash and a $3.0 million note payable to the seller.

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. We completed the sale of our ITSM division, including licenses, contracts and assets, for cash of $10.0 million and $7.5 million in notes receivable on January 15, 2009. As required by ASC 360-10, 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 liabilities are presented as liabilities of discontinued operations held for sale in the accompanying consolidated balance sheets as of December 31, 2009 and 2010. Revenues for our ITSM division included in discontinued operations were $105.2 million and $2.5 million for the years ended December 31, 2008 and 2009, respectively. Pre-tax loss for our ITSM division was $(6.3 million), $(0.6 million) and $(0.1 million) for the years ended December 31, 2008, 2009 and 2010, respectively. We recognized a gain on sale of $0.5 million, net of selling costs, in 2009.

Net Operating Loss Carry Forwards

At March 31, 2011, we had foreign and domestic net operating loss carry forwards of $199.0 million. A valuation allowance has been provided to reduce the deferred tax asset to an amount management believes is more likely than not to be realized. Accordingly, this has lowered our effective tax rate. Expected realization of deferred tax assets for which a valuation allowance has not been recognized is based upon the reversal of existing taxable temporary differences and taxable income expected to be generated in the future. The need for a valuation allowance on deferred tax assets is evaluated on a jurisdiction by jurisdiction basis, based on the related operating performance.

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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.

		Years Ended December 31,									Three Months Ended March 31,

		2008			2009			2010			2010			2011
Revenue:
	Equipment and software		27.4	%		26.2	%		21.0	%		19.7	%		18.3	%
	Software services		16.0			12.9			13.9			14.4			17.8
	Maintenance and other services		33.2			26.8			26.6			25.1			27.0
	Business process outsourcing		23.4			34.1			38.5			40.9			37.0

			100.0			100.0			100.0			100.0			100.0
Cost of sales:
	Equipment and software		18.4			15.9			14.6			15.4			13.8
	Software services		6.3			5.0			5.0			6.1			5.2
	Maintenance and other services		24.2			20.2			19.1			19.5			21.0
	Business process outsourcing		23.1			31.5			34.5			37.2			32.7

			72.0			72.6			73.2			78.3			72.8
Gross profit			28.0			27.4			26.8			21.7			27.2
Operating expenses:
	Research and development		1.9			1.6			2.0			1.7			2.6
	Selling, general and administrative		29.1			25.4			30.5			29.5			31.4
	Goodwill impairment		8.6			—			—			0.0			0.0

			39.6			27.0			32.5			31.2			34.0

Operating income (loss)			(11.6	)		0.4			(5.7	)		(9.5	)		(6.8	)
Other income (expense):
	Interest income		0.1			0.2			0.0			0.0			0.0
	Interest expense		(1.3	)		(1.5	)		(1.6	)		(1.4	)		(2.1	)
	Sundry, net		1.4			(0.6	)		(0.5	)		1.0			0.0

Loss from continuing operations			(11.4	)		(1.5	)		(7.8	)		(10.0	)		(8.9	)
Income tax expense			0.9			1.2			0.9			0.7			1.2

Net loss from continuing operations			(12.3	)		(2.7	)		(8.8	)		(10.7	)		(10.1	)
Net loss from discontinued operations before income taxes			(2.3	)		(0.2	)		(0.0	)		0.0			0.0
Gain on disposal of discontinued operations			—			0.2			—			0.0			0.0

Net gain (loss) from discontinued operations			(2.3	)		(0.0	)		(0.0	)		0.0			0.0
Income tax benefit expense from discontinued operations			0.3			(0.0	)		—			0.0			0.0

Net loss from discontinued operations			(2.6	)		(0.0	)		(0.0	)		0.0			0.0

Net loss			(14.9	)%		(2.7	)%		(8.8	)%		(10.7	)%		(10.1	)%

Comparison of Three Months Ended March 31, 2011 and March 31, 2010

Consolidated Revenue. Consolidated revenue of $61.6 million for the three months ended March 31, 2011 decreased by $0.7 million, or 1.2%, from the comparative period in 2010. Revenue increased by $0.9 million from the comparative period in 2010 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software decreased by $1.2 million, software services

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increased by $1.9 million, maintenance and other services increased by $1.0 million and BPO decreased by $3.3 million.

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The Americas total revenue of $24.8 million for the three months ended March 31, 2011 decreased by $5.8 million from the comparative period in 2010, or $5.9 million on an exchange rate neutral basis. On an exchange rate neutral basis the variances were due to the following:

•: BPO revenue decreased by $1.9 million due to a decline in our payment processing volumes together with the impact of not on-boarding any large new BPO customers in the third and fourth quarters of 2010;
•: software services revenue decreased by $0.7 million also due to paper-based volume declines;
•: maintenance and other services revenue decreased by $1.8 million due to past and continuing decommissioning of check processing equipment as paper-based volumes continued to decline; and
•: equipment and software revenue decreased by $1.5 million due to decreased capital investments made by our clients in connection with overall economic conditions.

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The Americas revenue accounted for 40.3% of total revenue for the three months ended March 31, 2011, compared with 49.1% of total revenue for the three months ended March 31, 2010.

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EMEA total revenue of $36.8 million for the three months ended March 31, 2011 increased by $5.0 million from the comparative period in 2010. The EMEA revenue was positively impacted by $0.7 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•: BPO revenue decreased by $1.4 million due to a decrease in payment processing volumes and a project that occurred in the 2010 period that did not recur in the 2011 period;
•: software services revenue increased by $2.6 million due to the acquisition of ECM in June 2010;
•: maintenance and other services revenue increased by $2.7 million due to the acquisition of ECM in June 2010; and
•: equipment and software revenue increased by $0.4 million.

•

EMEA revenue accounted for 59.7% of total revenue for the three months ended March 31, 2011 compared with 50.9% for the three months ended March 31, 2010.

Consolidated Gross Profit. Consolidated gross profit of $16.7 million for the three months ended March 31, 2011 increased by $3.2 million, or 23.8%, from the comparative period in 2010. Consolidated gross margin for the three months ended March 31, 2011 was 27.2% compared to 21.7% for the three months ended March 31, 2010. Gross profit increased by $0.3 million from the comparative period in 2010 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software gross profit was unchanged from the comparative period in 2010. Gross profit increased by $2.5 million in software services, $0.2 million in maintenance and other services and $0.2 million in BPO.

Equipment and software gross margin was 24.0% for the three months ended March 31, 2011 and 21.6% for the comparative period in 2010. Software service gross margin was 70.7% for the three months ended March 31, 2011 and 57.5% for the comparative period in 2010. Maintenance and other services gross margin was 22.2% for the three months ended March 31, 2011 and 22.1% for the

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comparative period in 2010. BPO gross margin was 10.9% for the three months ended March 31, 2011 and 8.9% for the comparative period in 2010.

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The Americas total gross profit of $5.0 million for the three months ended March 31, 2011 decreased by $0.1 million from the three months ended March 31, 2010. The Americas gross profit increased by $0.1 million for the three months ended March 31, 2011 from the three months ended March 31, 2010 due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances were due to the following:

•: BPO gross profit was unchanged from the three months ended March 31, 2010, despite the decrease in revenue, due to the favorable expense impact from our 2010 restructuring activities;
•: software services gross profit increased by $0.1 million and gross margin increased from 68.0% for the three months ended March 31, 2010 to 86.5% for the comparative period in 2011 due to our cost reductions in 2010;
•: maintenance and other services gross profit increased by $0.3 million due to the favorable expense impact from our restructuring activities in 2010 and a gross margin increase from 17.9% for the three months ended March 31, 2010 to 26.5% for the comparative period in 2011; and
•: equipment and software gross profit declined by $0.6 million due to lower revenues and a gross margin decrease from 22.2% for the three months ended March 31, 2010 to 20.4% for the comparative period in 2011.

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The Americas gross margin increased to 20.2% for the three months ended March 31, 2011 from 16.9% for the three months ended March 31, 2010 on an exchange rate neutral basis.

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EMEA total gross profit of $11.7 million increased by $3.3 million, or 39.8%, for the three months ended March 31, 2011. EMEA gross profit was positively impacted by $0.3 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•: BPO gross profit increased by $0.1 million and gross margin increased from 17.4% for the three months ended March 31, 2010 to 20.7% for the comparative period in 2011 due to higher utilization of personnel in our BPO operations and increased utilization of off-shore resources;
•: software services revenue gross profit increased by $2.4 million due to the acquisition of ECM in June 2010 and a gross margin increase from 50.4% for the three months ended March 31, 2010 to 64.7% for the comparative period in 2011;
•: maintenance and other services gross profit decreased by $0.1 million from the three months ended March 31, 2010, and gross margin decreased from 28.1% for the three months ended March 31, 2010 to 18.7% for the comparative period in 2011; and
•: equipment and software gross profit increased by $0.6 million due to increased revenue and a gross margin increase from 21.3% for the three months ended March 31, 2010 to 24.8% for the comparative period in 2011.

•

EMEA gross margin increased to 31.8% for the three months ended March 31, 2011 from 26.3% for the three months ended March 31, 2010 on an exchange rate neutral basis.

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Operating Expenses. Operating expenses of $20.9 million for the three months ended March 31, 2011 increased by $1.5 million from the comparative period in 2010. Operating expenses changed primarily as follows:

•

Product development expenses increased by $0.6 million primarily due to an increase in software development costs;

•

SG&A increased by $0.9 million, or 5.0%, primarily due to the following:

•: an increase in costs associated with our newly acquired ECM Germany operations of $2.4 million, partially offset by reductions in cost in our UK, France and legacy Germany operations of $1.1 million;
•: a reduction in restructuring charges of $0.3 million due to facility closure costs in 2010 that did not recur in 2011; and
•: foreign exchange fluctuations increased expenses $0.1 million.

Interest Expense. Interest expense for the three months ended March 31, 2011 was $1.3 million compared to $0.9 million for the three months ended March 31, 2010 due to the increased outstanding balances on the Revolving Credit Facility.

Sundry Items. Sundry items resulted in a nominal gain during the three months ended March 31, 2011, as compared with a gain of $0.6 million in the three months ended March 31, 2010. This decrease was primarily due to foreign exchange fluctuations.

Income Tax. The income tax provision for the three months ended March 31, 2011 was $0.8 million, as compared to the corresponding prior-year income tax provision of $0.4 million. The income tax provision for both periods related primarily to income from our international subsidiaries. Our effective income tax rate for the three months ended March 31, 2011 was approximately (14.0%) compared with (6.8%) for the same period in 2010. The higher effective rate in 2011 was due to the change in the mix of pre-tax income (loss) between jurisdictions for which no income taxes are recognized due to valuation reserves in place and jurisdictions for which income taxes are recognized.

Comparison of Years Ended December 31, 2010 and December 31, 2009

Consolidated Revenue. Consolidated revenue of $254.2 million for the year ended December 31, 2010 decreased by $18.4 million, or 6.8%, from the prior year. Revenue decreased by $2.2 million from the comparative period in 2009 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software decreased by $16.6 million, software services increased by $0.2 million, maintenance and other services decreased by $4.2 million and BPO increased by $4.4 million.

•

The Americas total revenue of $115.9 million for the year ended December 31, 2010 decreased by $31.1 million from the year ended December 31, 2009, or $32.1 million on an exchange rate neutral basis. On an exchange rate neutral basis the variances were due to the following:

•: BPO revenue decreased by $5.0 million, or 9.4%, due to a $7.1 million decrease in revenues from the scan-to-archive portion of our BPO business, which was driven by the completion in 2009 of a significant client contract that did not recur in 2010. This decrease was partially offset by increased revenues from the non-scan-to-archive portion of our BPO business, which saw a 15% increase in volumes year over year. Most of our BPO arrangements are billed based on the number of transactions processed. Our sales of new BPO arrangements during the year ended December 31, 2010 were not sufficient to generate revenue to offset the impacts of the decline of processing volumes of our existing BPO contracts and the completion of the significant client contract referred to above during the year;

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•: software services revenue decreased by $0.5 million also due to paper-based volume declines, and consistent with our expectations of revenue trends;
•: maintenance and other services revenue decreased by $12.7 million due to past and continuing decommissioning of check processing equipment as paper-based volumes continued to decline; and
•: equipment and software revenue decreased by $13.9 million due to decreased capital investments made by our clients in connection with overall economic conditions. We believe that a portion of this decline was due to delays in customer investment decisions to upgrade or replace existing hardware and software solutions. The remainder of the decline was consistent with our expectations that fewer of our customers will invest in payment processing hardware and software, but instead will evaluate converting to a BPO solution for their payment processing needs.

•

The Americas revenue accounted for 45.6% of total revenue for the year ended December 31, 2010, compared with 53.9% of total revenue for the year ended December 31, 2009.

•

EMEA total revenue of $138.3 million for the year ended December 31, 2010 increased by $12.7 million from 2009. EMEA total revenue increased by $17.4 million from 2009 due to our acquisition of ECM in June 2010. The inclusion of ECM revenues enabled us to offset declines in our maintenance and software services revenue that we would have expected to occur based on our focus on converting customers to BPO. The EMEA revenue was negatively impacted by $3.1 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•: BPO revenue increased by $9.4 million due to an increase in our documents and content processing services. In 2009 and the early part of 2010, we signed several BPO arrangements that began generating revenue in 2010;
•: software services revenue increased by $0.8 million due to the acquisition of ECM in June 2010, which contributed approximately $2.4 million to software services revenue for the year and offset what otherwise would have been a decline in this revenue stream;
•: maintenance and other services revenue increased by $8.5 million due to the acquisition of ECM in June 2010. ECM contributed approximately $8.7 million to this revenue stream during the year; and
•: equipment and software revenue decreased by $2.9 million due to a decrease in capital investments by our clients as paper-based volumes continued to decrease, largely as a result of the recession adversely impacting our clients, particularly in the financial services sector. ECM contributed approximately $5.9 million to our equipment and software revenue during the year, which helped offset the overall decline in this area.

•

EMEA revenue accounted for 54.4% of total revenue for the year ended December 31, 2010 compared with 46.1% for the year ended December 31, 2009.

Consolidated Gross Profit. Consolidated gross profit of $68.2 million for the year ended December 31, 2010 decreased by $6.6 million, or 8.8%, from 2009. Consolidated gross margin for the year ended December 31, 2010 was 26.8% compared to 27.4% for the year ended December 31, 2009. Gross profit decreased by $0.7 million from the comparative period in 2009 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software gross profit decreased by $11.2 million, or 40.2%, partially offset by increases of $1.0 million in software services gross profit, $1.5 million in maintenance and other services gross profit and $2.8 million in BPO gross profit.

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Equipment and software gross margin was 39.2% for 2009 and 30.5% for 2010. Software service gross margin was 61.1% for 2009 and 63.9% for 2010. Maintenance and other services gross margin was 24.7% for 2009 and 28.3% for 2010. BPO gross margin was 7.7% for 2009 and 10.5% for 2010.

•

The Americas total gross profit of $20.9 million for the year ended December 31, 2010 decreased by $16.3 million, or 43.8%, from 2009. The Americas gross profit decreased by $3.3 million for the year ended December 31, 2010 from the prior year due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances were due to the following:

•: BPO revenue decrease and a one-time site closure expense resulted in a decrease in gross profit of $3.6 million and a gross margin decrease from 4.6% in 2009 to (2.5%) in 2010;
•: software services gross profit increased by $0.4 million and gross margin increased from 73.3% in 2009 to 78.9% in 2010 due to cost reductions;
•: maintenance and other services gross profit declined by $3.2 million due to lower revenues and a gross margin decrease from 23.0% in 2009 to 22.1% in 2010; and
•: equipment and software gross profit declined by $13.2 million due to lower revenues and a gross margin decrease from 46.2% in 2009 to 29.0% in 2010 due to lower utilization of personnel and higher severance expenses.

•

The Americas gross margin decreased to 20.2% for the year ended December 31, 2010 from 27.7% for the year ended December 31, 2009 on an exchange rate neutral basis.

•

EMEA total gross profit of $47.3 million increased by $9.7 million, or 25.8%, for the year ended December 31, 2010. EMEA gross profit was negatively impacted by $1.1 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•: BPO gross profit increased by $6.4 million due to higher revenue and a gross margin increase from 11.9% in 2009 to 22.5% in 2010 due to higher utilization of personnel in our BPO operations and our off-shore activities;
•: software services revenue gross profit increased by $0.6 million due to the acquisition of ECM in June 2010 and a gross margin increase from 52.7% in 2009 to 53.6% in 2010;
•: maintenance and other services gross profit increased by $4.8 million due to the acquisition of ECM in June 2010 and a gross margin increase from 27.7% in 2009 to 34.7% in 2010; and
•: equipment and software gross profit decreased by $1.0 million due to lower revenue and a gross margin decrease from 34.7% in 2009 to 32.8% in 2010.

•

EMEA gross margin increased to 32.8% for the year ended December 31, 2010 from 29.1% for the year ended December 31, 2009 on an exchange rate neutral basis.

Operating Expenses. Operating expenses of $82.7 million for the year ended December 31, 2010 increased by $9.1 million from 2009. Operating expenses changed primarily as follows:

•

Product development expenses increased $0.8 million primarily due to an increase in software development costs;

•

SG&A increased by $8.3 million, or 11.9%, primarily due to the following:

•: an increase in costs associated with our newly acquired ECM operations of $7.5 million;
•: an increase in restructuring charges of $3.9 million;

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•: reductions in cost from combining Americas finance functions into corporate finance resulted in cost savings of $2.3 million;
•: a decrease in external IT services of $1.2 million;
•: cost savings in various corporate areas of $0.5 million; and

•: Foreign exchange fluctuations increased expenses $0.5 million.

Interest Expense. Interest expense for the years ended December 31, 2010 and 2009 was $4.2 million in each year.

During 2010, we experienced lower average interest rates on our higher average outstanding balances on the Revolving Credit Facility, resulting in no significant change to total interest expense.

Sundry Items. Sundry items resulted in a loss of $1.3 million during the year ended December 31, 2010, as compared with a loss of $1.6 million in the year ended December 31, 2009. This decrease was primarily due to foreign exchange fluctuations.

Income Tax. The income tax provision for the year ended December 31, 2010 is $2.4 million, as compared to a corresponding prior-year income tax provision of $3.3 million. The income tax provision for both periods related primarily to income from our international subsidiaries. Our effective income tax rate for 2010 was approximately (11.9%) compared with (79.1%) for 2009. The lower effective rate in 2010 was due to the change in the mix of pre-tax income (loss) between jurisdictions for which no income taxes are recognized due to valuation reserves in place and jurisdictions for which income taxes are recognized. The change in mix in 2010 compared to 2009 is due to significant costs related to restructure costs and IPO related costs incurred in the U.S., a jurisdiction for which net deferred tax assets are fully reserved.

Comparison of Years Ended December 31, 2009 and December 31, 2008

Consolidated Revenue. Consolidated revenue of $272.6 million for the year ended December 31, 2009 increased by $0.7 million, or 0.3%, from the prior year. Revenue decreased by $16.5 million from the comparative period in 2008 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software increased by $1.8 million, software services decreased by $5.4 million, maintenance and other services decreased by $14.0 million and BPO increased by $34.7 million.

•

The Americas total revenue of $147.0 million for the year ended December 31, 2009 increased by $10.6 million from the prior year. The Americas revenue decreased by $0.6 million due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances are due to the following:

•: BPO revenue increased by $20.9 million due to new contract signings. In addition, our BPO revenue increased due to the inclusion of twelve months of revenue related to the DocuData acquisition in 2009 compared to only ten months in 2008;
•: software services revenue decreased by $1.1 million due to decommissioning of check processing equipment as paper-based volumes decreased;
•: maintenance and other services revenue decreased by $12.1 million also due to continued decommissioning of check processing equipment; and
•: equipment and software revenue increased by $4.1 million due to increased capital investments made by our clients in connection with the improvement of market conditions.

•

The Americas revenue accounted for 53.9% of total revenue for the year ended December 31, 2009 compared with 50.1% for the year ended December 31, 2008.

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•

EMEA total revenue of $125.7 million for the year ended December 31, 2009 decreased by $9.9 million from the prior year. The EMEA revenue decreased by $15.3 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances are due to the following:

•: BPO revenue increased by $13.8 million due to new contract signings. In addition, our BPO revenue increased due to the inclusion of six months of revenue related to the PrivatGirot acquisition;
•: software services revenue decreased by $4.3 million due to decommissioning of payment processing equipment as paper-based volumes decreased;
•: maintenance and other services revenue decreased by $1.9 million also due to decommissioning of payment processing equipment; and
•: equipment and software revenue decreased by $2.9 million due to the continued decrease in capital investments by our clients as EMEA continues to experience poor market conditions.

•

EMEA revenue accounted for 46.1% of total revenue for the year ended December 31, 2009 compared with 49.9% for the year ended December 31, 2008.

Consolidated Gross Profit. Consolidated gross profit of $74.8 million for the year ended December 31, 2009 decreased by $1.4 million, or 1.9%, from the prior year. Gross profit decreased by $4.9 million from the comparative period in 2008 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software increased by $5.7 million, software services decreased by $3.3 million, maintenance and other services decreased by $5.5 million and BPO increased by $7.1 million.

Equipment and software gross margin was 32.8% for 2008 and 39.2% for 2009. Software services gross margin was 60.7% for 2008 and 61.1% for 2009. Maintenance and other services gross margin was 27.1% for 2008 and 24.7% for 2009. BPO gross margin was 1.5% for 2008 and 7.7% for 2009.

•

The Americas total gross profit of $37.2 million increased by $4.6 million, or 14.3% for the year ended December 31, 2009. The Americas gross profit decreased by $2.9 million due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances are due to the following:

•: BPO gross profit increased by $7.6 million due to higher revenue and a gross margin increase from (16.1)% in 2008 to 4.6% in 2009 due to leveraging of our current infrastructure;
•: software services gross profit decreased by $2.0 million and a gross margin decrease from 80.7% in 2008 to 73.3% in 2009;
•: maintenance and other services gross profit decreased by $4.6 million due to lower revenue and a gross margin decrease from 26.2% in 2008 to 23.0% in 2009 due to lower utilization of our personnel; and
•: equipment and software gross profit increased by $4.0 million due to higher revenue and a gross margin increase from 41.4% in 2008 to 48.3% in 2009 due to higher utilization of our personnel.

•

The Americas gross margin increased from 23.9% for the year ended December 31, 2008 to 25.3% for the year ended December 31, 2009.

•

EMEA total gross profit of $37.6 million for the year ended December 31, 2009 decreased by $5.6 million, or 13.0%, from the year ended December 31, 2008. EMEA gross profit decreased

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$1.7 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•: BPO gross profit decreased by $0.5 million, primarily due to first year contract costs in France and a gross margin decrease from 19.1% in 2008 to 12.2% in 2009;
•: software services gross profit decreased by $1.3 million due to lower revenue and a gross margin decrease from 49.3% in 2008 to 52.8% in 2009;
•: maintenance and other services gross profit decreased by $0.9 million due to expense reductions and a gross margin decrease from 28.9% in 2008 to 27.6% in 2009; and
•: equipment and software gross profit increased by $0.8 million due to expense reductions and a gross margin increase from 27.3% in 2008 to 31.1% in 2009.

•: EMEA gross margin decreased from 31.9% for the year ended December 31, 2008 to 29.9% for the year ended December 31, 2009.

Operating Expenses. Operating expenses of $73.6 million for the year ended December 31, 2009 decreased by $34.2 million, as compared to the same period in 2008. Operating expenses changed primarily as follows:

•

Research and development expenses decreased by $0.9 million primarily due to the reduction of software development costs.

•

Goodwill impairment of $23.4 million in 2008 did not occur in 2009.

•

SG&A decreased by $9.8 million, or 12.4%, primarily due to the following:

•: a decrease in depreciation of internal use software of $1.7 million;
•: a decrease in external IT services of $1.9 million;
•: a decrease in SG&A shared expense of $1.7 million;
•: cost reductions in various corporate areas of $1.2 million;
•: a decrease in corporate marketing of $0.6 million;
•: additional expenses due to the PrivatGirot acquisition; and
•: foreign exchange fluctuations which decreased expenses by $2.5 million.

Interest Expense. Interest expense for the year ended December 31, 2009 increased $0.7 million to $4.2 million primarily due to an increase in the average revolver balance, as compared to the year ended December 31, 2008.

Sundry Items. Sundry items resulted in a loss of $1.6 million during the year ended December 31, 2009, as compared with a gain of $3.9 million in the year ended December 31, 2008. This increase was primarily due to foreign exchange fluctuations.

Income Tax. The income tax provision for the year ended December 31, 2009 was $3.3 million, as compared to a corresponding prior-year income tax provision of $2.4 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 (36.6%) compared with (7.5%) for 2008.

Liquidity and Capital Resources

Our working capital requirements are generally provided by cash and cash equivalents, funds available under our Revolving Credit Facility, which was amended and restated on March 31, 2010 and subsequently amended on April 19, 2011, and by internally generated funds from operations. The

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Revolving Credit Facility requires compliance with a senior leverage ratio and total leverage ratio, in each case, calculated as of the end of each fiscal quarter based on EBITDA for the trailing twelve month period of (i) 2.50 to 1.00 and 3.00 to 1.00, respectively, when EBITDA for such period is $25 million or greater, (ii) 2.25 to 1.00 and 2.75 to 1.00, respectively, when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (iii) 2.00 to 1.00 and 2.50 to 1.00, respectively, when EBITDA for such period is less than $18 million. The Revolving Credit Facility also requires compliance with a minimum fixed charge coverage ratio of 1.20 to 1.00. A portion of the Revolving Credit Facility can be used to issue up to $10 million in documentary and standby letters of credit. Additionally, the Revolving Credit Facility includes an uncommitted incremental facility, which could provide up to an additional $35 million in availability thereunder. General economic conditions, decreased revenue from our maintenance contracts, and the requirement to obtain performance bonds or similar instruments could have a material impact on our future liquidity. We believe that our current available cash and borrowing capacity is sufficient to meet our operating requirements for the next twelve months. In addition, in the event we undertake any material acquisitions, we may require additional sources of funding.

The Revolving Credit Facility permits us to (i) incur up to $15 million of capital lease obligations and (ii) enter into operating leases having aggregate rent and other lease payments of no more than $15 million per year. 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 $13.4 million at March 31, 2011, compared to $15.0 million at December 31, 2010. Working capital from continuing operations decreased $2.3 million from a working capital deficit of $33.5 million at December 31, 2010 to a working capital deficit of $35.8 million at March 31, 2011. The change in working capital was primarily due to increased deferred revenues.

The amount of cash, cash equivalents and investments held outside of the United States at December 31, 2010 was $14.2 million. Of this balance, our subsidiary in Germany held $5.0 million but at the same time had intercompany loans payable to us with a principal balance of $8.9 million. Therefore, eventually $8.9 million will be repatriated without a tax impact. The majority of this cash in Germany was used shortly after the balance sheet date to pay transitional working capital requirements related to an acquisition. There was also $3.5 million in cash and cash equivalents held in our subsidiary in the UK. This subsidiary has a defined pension benefit plan which at the balance sheet date was underfunded by $13.1 million. Due to this current underfunded position, and while it continues in the future, cash balances in our subsidiary in the UK may be subject to restriction from repatriation. The remaining cash held outside of the United States will be used mainly to fund local working capital needs and capital requirements.

Should we repatriate funds via dividends, the tax impact would only be a reduction in our net operating loss (NOL) and so would not result in cash taxes paid in the United States. The U.S. NOL is expected to be available to us for many years to offset taxable income as it will not start to expire until 2016, with the majority of it expiring in the five-year period ending in 2031. We would be subject to the payment of cash withholding taxes in the country of the subsidiary repatriating the funds via dividends. The withholding rates vary by country and generally range from 5% to 15%, with 0% from the UK.

During the year ended December 31, 2010, we relied primarily on cash reserves and borrowings under the Revolving Credit Facility to fund operations. At March 31, 2011, we had available $19.8 million of borrowing capacity under the Revolving Credit Facility.

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Comparison of Three Months Ended March 31, 2011 and 2010

Net cash provided by (used in) operating activities was $0.5 million for the three months ended March 31, 2011 and $(1.3) million for the three months ended March 31, 2010. In the first calendar quarter, we have generally experienced an increase in prepaid balances due to our payment of costs of annual contracts and an increase in deferred revenues as customers pay annual maintenance charges. These increases were higher in the three months ended March 31, 2011 due to the inclusion in our results of ECM which we acquired in June 2010. The increase in deferred revenue for the three months ended March 31, 2011 was approximately $2.3 million higher than the comparative period in 2010. Similarly, our cash outflows associated with prepaid expenses, a component of other current assets, was approximately $2.4 million higher in the three months ended March 31, 2011 than in the comparative period in 2010. Our net cash outflows associated with accounts payable decreased by $1.7 million in the three months ended March 31, 2011 from the comparative period in 2010. In the three months ended March 31, 2011, we had cash outflows associated with discontinued operations of $0.5 million that did not occur in the comparative period of 2010.

Investing activities used $3.5 million and $2.7 million in the three months ended March 31, 2011 and 2010, respectively. We used cash for purchases of property, plant and equipment of $0.9 million and $1.4 million during the three months ended March 31, 2011 and 2010, respectively. We used cash for BPO contract costs of $1.1 million and $0.9 million during the three months ended March 31, 2011 and 2010, respectively. We used cash for capitalized software costs of $0.8 million and $0.5 million during the three months ended March 31, 2011 and 2010, respectively. Payments made for the purchase of businesses were $0.7 million in the three months ended March 31, 2011.

Financing activities used $0.1 million and provided $6.3 million for the three months ended March 31, 2011 and 2010, respectively. During the three months ended March 31, 2011, we used cash of $1.8 million for the payment of capital lease and financing obligations compared to $1.4 million for the three months ended March 31, 2010. Net proceeds under the Revolving Credit Facility were $1.6 million and $8.4 million for the three months ended March 31, 2011 and 2010, respectively.

Comparison of Years Ended December 31, 2010 and 2009

Operating activities from continuing operations provided $13.1 million and $21.1 million in the years ended December 31, 2010 and 2009, respectively, a net decrease of $8.0 million. The net loss from continuing operations was $22.3 million for the year ending December 31, 2010, as compared to $7.5 million for the year ended December 31, 2009. Accounts receivable provided $6.0 million and utilized $1.6 million for the years ended December 31, 2010 and 2009, respectively, an increase in cash of $7.6 million over the previous year. This increase is primarily attributed to inclusion of ECM's account receivables in 2010. Inventories decreased $6.8 million and $8.4 million for the years ended December 31, 2010 and 2009, respectively. The decrease in inventory was due primarily to an increase in our reserve for excess and obsolete inventory, partially offset by an increase in inventory associated with our acquisition of ECM. Deferred revenue increased $1.7 million for the year ended December 31, 2010, primarily from increased invoicing at year-end for 2011 maintenance agreements. Other accrued expenses and liabilities utilized $5.2 million and provided $2.1 million for the years ended December 31, 2010 and 2009, respectively, a decrease in cash of $7.3 million over the same period in the previous year. This decrease of $7.3 million is primarily due to a higher level of performance bonuses that were accrued in the year ending December 31, 2009 as compared to the amount in the year ending December 31, 2010.

Investing activities from continuing operations used $24.2 million and $0.5 million in the years ended December 31, 2010 and 2009, respectively. We used cash for purchases of property, plant and equipment of $9.8 million and $6.4 million during the years ended December 31, 2010 and 2009, respectively. We used cash for BPO contract costs of $2.1 million and $6.8 million during the years

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ended December 31, 2010 and 2009, respectively. We used cash for capitalized software costs of $2.8 million and $2.2 million during the years ended December 31, 2010 and 2009, respectively. During the year ended December 31, 2009, the sale of the ITSM division provided gross proceeds of $16.0 million. The acquisition of ECM used $9.5 million, net of cash acquired, during the year ended December 31, 2010. The acquisition of PrivatGirot used $1.9 million, net of cash acquired, during the year ended December 31, 2009.

Financing activities from continuing operations provided $19.6 million and utilized $23.6 million for the years ended December 31, 2010 and 2009, respectively. During the twelve months ended December 31, 2010, we used cash of $3.2 million for the payments of capital lease and financing obligations compared to $2.7 million for the twelve months ended December 31, 2009. Net proceeds (payments) under the Revolving Credit Facility were $14.1 million and $(19.9 million) for the years ended December 31, 2010 and 2009, respectively. In 2010, we entered into a financing arrangement associated with our headquarters that provided $11.0 million, net of payment of $1 million of debt issuance costs.

Comparison of Years Ended December 31, 2009 and 2008.

Operating activities from continuing operations provided $21.1 million and $10.7 million of net cash in the years ended December 31, 2009 and 2008, respectively, a net increase of $10.4 million. The net loss from continuing operations was $7.5 million for the year ending December 31, 2009, a $25.9 million improvement from the net loss for the previous year. Accounts receivable utilized $1.6 million and provided $3.0 million for the years ended December 31, 2009 and 2008, respectively, a decrease in cash of $4.6 million over the previous year. This decrease of $4.6 million is primarily attributed to inclusion of $2.8 million of PrivatGirot's account receivables in 2009 and the invoicing of $2.3 million of completed contracts in Canada late in December 2009. Inventories decreased $8.4 million and increased $2.3 million for the years ended December 31, 2009 and 2008, respectively, an increase in cash of $10.7 million over the same period for the previous year. The decrease in inventory was due primarily to: larger amounts of inventory on hand ($2.3 million) at the end of 2008 for contracts that were not completed until 2009; a reduction of inventory of approximately $7.0 million for the delivery of solutions on completed contracts at the end of 2009; and a reduction of inventory on hand throughout 2009, totaling approximately $1.4 million. Deferred revenue decreased $6.3 million for the year ended December 31, 2009, and decreased $1.0 million for the year ended December 31, 2008. Deferred revenues increase or decrease in relation to our ability to generate additional prepaid client contracts or increase service levels under existing contracts. Other accrued expenses and liabilities provided $2.1 million and utilized $1.6 million for the years ended December 31, 2009 and 2008, respectively, an increase in cash of $3.7 million over the same period in the previous year. This increase of $3.7 million is primarily due to accrued bonuses that were recorded in the year ending December 31, 2009, that did not occur in 2008.

Investing activities from continuing operations provided net cash of $16 thousand and used $40.7 million in the years ended December 31, 2009 and 2008, respectively. We used cash for purchases of property, plant and equipment of $6.4 million and $11.6 million during the years ended December 31, 2009 and 2008, respectively. We used cash for BPO contract costs of $6.8 million and $6.2 million during the years ended December 31, 2009 and 2008, respectively. We used cash for capitalized software costs of $2.2 million and $3.3 million during the years ended December 31, 2009 and 2008, respectively. During the year ended December 31, 2009, the sale of the ITSM division provided gross proceeds of $16.1 million. The acquisition of PrivatGirot used $1.9 million, net of cash acquired, during the year ended December 31, 2009. The acquisitions of DocuData and Document@Work utilized cash of $21.4 million during the year ended December 31, 2008.

Financing activities from continuing operations utilized $23.6 million and provided $34.4 million for the years ended December 31, 2009 and 2008, respectively. During the twelve months ended

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December 31, 2009, we used cash of $1.0 million for the payment of the DocuData note and used $1.7 million for the payments of capital lease and financing obligations. Net proceeds (payments) under the Revolving Credit Facility were $(19.9 million) and $35.2 million for the years ended December 31, 2009 and 2008, respectively.

Revolving Credit Facility

Our Revolving Credit Facility is provided by GE Capital and the other financial institutions party thereto as lenders. On March 31, 2010, the Revolving Credit Facility was amended and restated, increasing the availability thereunder from $55 million to $65 million and extending the maturity thereof from February 2013 to February 2014. On April 19, 2011, the Revolving Credit Facility was amended. A portion of the Revolving Credit Facility can be used to issue up to $10 million in documentary and standby letters of credit. The availability of funds under the Revolving Credit Facility is limited to the lesser of (a) $65 million or (b)(i) 2.5 times EBITDA (as defined in the Revolving Credit Facility) for the trailing twelve month period when EBITDA for such period is greater than or equal to $25 million, (ii) 2.25 times EBITDA for the trailing twelve month period when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (iii) 2.0 times EBITDA for the trailing twelve month period when EBITDA for such period is less than $18 million. The applicable margins on borrowings are 4.25% over the prime rate for base rate loans and 5.50% over the London Interbank Offered Rate ("LIBOR") for LIBOR rate loans. There is a 3.00% floor for the base rate. A commitment fee of 0.50% per annum is payable monthly in arrears on the first day of the month on the unused portion of the Revolving Credit Facility, if the average outstanding balance on the Revolving Credit Facility is greater than or equal to 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). Such commitment fee increases to 0.75% per annum and is payable monthly in arrears on the first day of the month on the unused portion of the Revolving Credit Facility if the average outstanding balance on the Revolving Credit Facility is less than 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). We also pay a monthly letter of credit fee of 5.5% per annum on all issued and outstanding letters of credit. The Revolving Credit Facility provides for a portion of the availability thereunder to be borrowed, at the borrower's option, in Pounds Sterling or Euro. The Revolving Credit Facility provides for maximum aggregate capital lease obligations of $15 million and permits us to enter into operating leases having aggregate rent and other lease payments of no more than $15 million per year.

The Revolving Credit Facility will mature in February 2014 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.

At March 31, 2011, we had $44.3 million outstanding under the Revolving Credit Facility, and an additional commitment of $0.1 million in respect of issued and outstanding letters of credit. The availability remaining under the Revolving Credit Facility was approximately $19.8 million at March 31, 2011. 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 100% of the capital stock of our domestic subsidiaries and 65% of the capital stock of our first-tier foreign 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, 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 as periodic management reports and compliance certificates. The

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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 obligations under the Revolving Credit Facility. 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 $30 million, with the cash consideration therefor limited to $25 million, or all acquisitions to $50 million in any two year period and subjects such acquisitions to compliance with certain conditions including pro forma compliance with a senior leverage ratio of not more than 1.50 to 1.00 after giving effect to such acquisition. The Revolving Credit Facility restricts our ability to make capital expenditures beyond an annual threshold (subject to limitation to only $25 million per year if certain minimum EBITDA amounts are not guaranteed and with unused amounts carried forward for one year). For 2009 and 2010 (and each year thereafter), the capital expenditure limitation is $30 million and $35 million, respectively. The Revolving Credit Facility also requires compliance with a senior leverage ratio and total leverage ratio, in each case, calculated as of the end of each fiscal quarter based on EBITDA for the trailing twelve-month period of (i) 2.50 to 1.00 and 3.00 to 1.00, respectively, when EBITDA for such period is $25 million or greater, (ii) 2.25 to 1.00 and 2.75 to 1.00, respectively, when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (iii) 2.00 to 1.00 and 2.50 to 1.00, respectively, when EBITDA for such period is less than $18 million. The Revolving Credit Facility also requires compliance with a minimum fixed charge average ratio of 1.20 to 1.00. At March 31, 2011, we had a senior leverage ratio of 1.84 to 1.00, a total leverage ratio of 2.55 to 1.00 and a fixed charge coverage ratio of 1.36 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 or prevent our ability to borrow under the Revolving Credit Facility or result in an event of default under such agreement.

The terms of the Revolving Credit Facility require us to make significant adjustments to consolidated net income when calculating EBITDA thereunder. Such calculations of EBITDA require us to:

(a)

exclude the following items from consolidated net income:

•: the income (or deficit) of any other person accrued prior to the date it became a subsidiary of, or was merged or consolidated into us;
•: the income (or deficit) of any other person (other than a subsidiary) in 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;
•: the undistributed earnings of any of our subsidiaries (other than any such subsidiaries which are designated as credit parties under the Revolving Credit Facility) to the extent that the declaration or payment of dividends or similar distributions by such subsidiaries are not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such subsidiaries;
•: 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 from the collection of the proceeds of life insurance policies;

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•: any net gain arising from the acquisition of any securities or the extinguishment of any indebtedness;
•: any earnings of 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 subsidiaries over the cost to us of the investment in such subsidiaries;

(b)

deduct the following items from consolidated net income:

•: income tax credits;
•: interest income;
•: gains from extraordinary items;
•: any aggregate net gain during such period arising from the sale, exchange or other disposition of capital assets;
•: any other non-cash gains that have been added in determining consolidated net income; and
•: non-cash gains resulting from foreign currency conversions; and

(c)

add back the following items to consolidated net income:

•: any provision for income or franchise taxes;
•: interest expense;
•: loss from extraordinary items for such period;
•: depreciation and amortization for such period;
•: amortized debt discount for such period;
•: the amount of any non-cash deductions or expenses as the result of any grant to any members of our management of any stock or stock equivalents;
•: any aggregate net loss on the sale of our property outside the ordinary course of business;
•: non-cash losses resulting from foreign currency conversion;
•: subject to certain limitations set forth in the Revolving Credit Facility, any other non-cash losses or charges that have been deducted in determining consolidated net income;
•: subject to certain limitations set forth in the Revolving Credit Facility, severance and other restructuring costs and expenses;
•: subject to certain limitations set forth in the Revolving Credit Facility, fees and expenses incurred in connection with acquisitions; and
•: subject to certain limitations set forth in the Revolving Credit Facility, IPO related costs and expenses.

For purposes of calculating the total leverage ratio, senior leverage ratio and the fixed charges coverage ratio and the maximum revolving loan balance available to us under the Revolving Credit Facility, the terms thereof permit us to calculate EBITDA on a pro forma basis to give effect to permitted acquisitions, with the consolidated financial statements being reformulated (subject to certain limitations set forth in the Revolving Credit Facility) as if the acquisition had occurred at the beginning of the period.

Subsequent to the 2008 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

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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 defaults from the required lenders under the then existing revolving credit facility related to these noncompliance matters. Subsequent to the 2010 year end, audited consolidated financial statements were due but not delivered by the April 15, 2011 deadline as stipulated in the covenants. On April 14, 2011, we executed an agreement with GE Capital to extend the deadline for delivery of audited financial statements until April 29, 2011, with which we complied.

There was no restricted cash at December 31, 2010 or March 31, 2011.

Capital Lease Obligations

We had capital lease obligations of $2.9 million as of March 31, 2011, 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 March 31, 2011, the outstanding balance of the note was zero.

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 8.6% rate and is payable with 36 equal monthly payments. At March 31, 2011, the financing arrangement had a balance of $0.1 million, all of which was current.

Also, in 2008, we entered into a sale-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 12.3% rate and is payable with 60 equal monthly payments. At March 31, 2011, the leases had a balance of $1.0 million, of which $0.4 million was current.

In 2009, we entered into a sale-leaseback financing arrangement for $0.7 million with FTC to finance a portion of our outsourcing contract costs. This lease accrues interest at a fixed rate of 13.1% and is payable with 60 equal monthly payments. At March 31, 2011, the lease had a balance of $0.6 million, of which $0.1 million is current.

During 2010, we entered into a financing arrangement for $0.5 million with HP to finance the purchase of equipment and software. This arrangement accrues interest at a fixed 6.14% rate and is payable with 53 equal monthly payments. Also, in 2010, we entered into a finance arrangement for $0.8 million with Adaptive Imaging Solutions, Ltd. to finance the purchase of equipment and software. This arrangement has an interest bearing portion and a non-interest bearing portion. Interest is accrued at a fixed rate of 5.25% on $0.3 million maturing in January 2011 and the remaining $0.5 million matures in October 2011. Both portions are payable in full upon the maturity date.

On November 12, 2010, we entered into an agreement to sell our corporate headquarters and manufacturing facilities in Irving, Texas for $11.2 million, net of closing costs. We concurrently entered into a 15-year lease of those facilities. The lease requires annual rent of $1.3 million payable in quarterly installments, subject to annual inflation-based increases. The lease also requires us to make

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certain repairs to the facility projected to occur in 2014-2016. Certain terms of the lease represent a continuing involvement in the ownership of the facility, which results in treating the transaction as a financing instead of a sale for accounting purposes. As such, the facility is reflected on our Consolidated Balance Sheet at December 31, 2010 as property, plant and equipment together with a corresponding finance obligation of $11.7 million. The gross value of the facilities assets under lease is $22.0 million and the net book value of the property was approximately $3.9 million at December 31, 2010.

Pursuant to the sale and purchase agreement we entered into on June 3, 2010 relating to the ECM acquisition, approximately $4 million of amounts owing under the agreement becomes due within 30 banking days of the consummation of our initial public offering.

Capital Expenditures

Our capital expenditures relate to new business opportunities, internal software systems upgrades and software for resale. Our capital expenditures for the year ended December 31, 2010 were $14.7 million. Our capital expenditures for the three months ended March 31, 2011 were $2.8 million. We expect to have capital expenditures of $10 million to $13 million in 2011 and future years. The amount of capital expenditures in future years is dependent upon us signing new BPO contracts. 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. The following table outlines the commitments, including estimated interest, as of December 31, 2010:

		Payments Due By Period

		Total Amounts		1 Year		2 - 3 Years		4 - 5 Years		Over 5 Years
		(in thousands)
Note payable to sellers of DocuData(1)		$	1,070	$	1,070	$	—	$	—	$	—
ECM purchase price			14,509		13,747		762		—		—
Revolving Credit Facility(2)			45,192		45,192		—		—		—
Capital leases(1)			3,851		1,318		2,081		452		—
Financing arrangements(1)			27,289		3,073		4,189		3,828		16,199
Operating leases (non-cancellable)			33,417		9,568		13,696		5,376		4,777
Expected pension benefit payments			9,833		1,267		1,378		1,433		5,755

	Total contractual	$	135,161	$	75,235	$	22,106	$	11,089	$	26,731

Unused lines of credit		$	22,107	$	22,107	$	—	$	—	$	—
Letters of credit			178		178		—		—		—

	Total commercial	$	22,285	$	22,285	$	—	$	—	$	—

(1): Includes estimated interest.
(2): Comprised of $42,715 outstanding balance plus one year of interest on the balance at 5.8% of $2,477.

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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 March 31, 2011.

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 Revolving Credit Facility is 4.25% per annum over the prime rate for base rate loans and 5.5% per annum over LIBOR for LIBOR loans. Our weighted average interest rates at December 31, 2008, 2009 and 2010 and at March 31, 2011 were 4.6%, 7.0%, 5.8% and 6.0%, respectively. Our Revolving Credit Facility included outstanding balances of $28.6 million and $42.7 million and letter of credit commitments of $0.2 million at December 31, 2009 and 2010, respectively. Our Revolving Credit Facility included an outstanding balance of $44.3 million and letter of credit commitments of $0.1 million at March 31, 2011. At March 31, 2011, a 100 basis point change in the prime rate or LIBOR rate would impact net interest expense by $0.4 million over a twelve month period.

Foreign Currency Risk

Our international subsidiaries operate in 15 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, $149.9 million, or 59.0%, of our revenue for the year ended December 31, 2010 was denominated in foreign currencies. Approximately $138.5 million, or 50.8%, of our revenue for the year ended December 31, 2009 was denominated in foreign currencies. We currently receive revenue in seven foreign currencies. Based on the results of our foreign operations for 2008, 2009 and 2010, a 10% appreciation/depreciation in such currencies against the U.S. Dollar would have increased/decreased our revenues in 2008, 2009 and 2010, by approximately $14.8 million, $13.9 million and $15.0 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 2010, 2009 or 2008. The major foreign currency exposures are the Pound Sterling, the Euro and the Swedish Krona.

No foreign currency hedging instruments existed at March 31, 2011. We may, however, in the future use foreign currency-hedging instruments to minimize the adverse earnings impact from the effect of exchange rate fluctuations.

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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, 2010. 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 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.

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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, 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;
•: 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"), if an arrangement includes multiple elements, the revenue is allocated to the various elements based on vendor specific objective evidence ("VSOE") of fair value. VSOE 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; or
•: 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 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

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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"). 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 client acceptance. If substantive client acceptance 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 of fair value.

Software Development. We 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 client 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 seven 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

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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 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 2008, 2009 or 2010. No impairment of capitalized software was necessary in 2009

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or 2010. 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 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 2009 or 2010. The estimated fair values of our Americas and EMEA reporting units substantially exceeded their carrying values as of December 31, 2010.

At December 31, 2008, the then-designated U.S. operations reporting unit had a goodwill carrying value of $51.9 million that 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 client contract activity. This conclusion was based on management's judgment, taking into consideration expectations regarding future operations.

In 2010, management reevaluated how we operate and manage our business within our operating segments, and determined that our reporting units are the same as our operating segments. This conclusion was based on the information senior management regularly reviews in managing the business.

Management believes the assumptions used to calculate the fair values of its reporting units reflect all reasonable risks noted in the "Risk Factors" section of this prospectus. 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, 2010.

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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.

Stock-Based Compensation

Effective January 1, 2006, we adopted the provisions of ASC 718—Compensation—Stock Compensation ("ASC 718"), 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).

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,						Three Months Ended March 31,

	2008		2009		2010		2010		2011
	(in thousands)
Stock-based compensation expense	$	4,183	$	5,144	$	6,022	$	1,646	$	1,918

Weighted Average	Year Ended December 31, 2008

Risk free interest rate		2.66	%
Expected life (in years)		6.25
Expected volatility		35.00	%
Fair value of options granted	$	9.45

There were no stock option grants made during 2009 or 2010 and there were no options outstanding at December 31, 2010 or March 31, 2011.

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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 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 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 our recent past, management has independently determined the fair market value of our 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 a market determined value of $24.00 per share. In December 2008, we determined that the fair value of our common stock was $7.74 per share based on an external third party valuation, and utilized such amount for grants of restricted stock during 2009. In December 2009, we determined that the fair value of our common stock continued to approximate $7.74 per share based on an external third party valuation, and utilized such amount for grants of restricted stock during early 2010. In October 2010, our common stock began trading on the PORTAL market at prices between $3.00 and $3.50 per share. In the same time period, we received other external information indicating the value of our common stock was approximately $5.00 per share. As such, we used the $5.00 per share price to value our September 2010 restricted stock grants. As of December 31, 2010, we determined that the fair value of our common stock was $4.74 per share based on an external third party valuation, and utilized such amount for grants of restricted stock that have been made in 2011.

The valuation methods we used in determining the fair value of our common stock included an analysis of the Income Approach (or Discounted Cash Flow ("DCF")), Market Multiple Methodology and the Comparable Transaction Methodology.

The DCF approach is one of estimating the present value of the projected future cash flows to be generated from the business (theoretically available to the capital providers of a company) and capitalizing this figure by an appropriate risk-adjusted rate. This discount rate is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The valuation used an estimated discount rate of 13.5% rate in December 2008, 2009 and 2010 and was based upon comparable company and industry analysis. The DCF approach requires a computation of a terminal value as of the end of the last period for which cash flow is projected. This terminal value is

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essentially an estimate of the value of the enterprise as of that future point in time, and it incorporates the assumptions of perpetual operations and implicit growth found in the market capitalization approach.

The Market Multiple approach is one of determining a level of earnings, which is considered to be representative of the future performance of a company, and capitalizing this figure by an appropriate risk-adjusted rate. The various "earnings" figures used include EBITDA and EBIT (earnings before interest and taxes), which are variations of the conventional net income figure determined according to generally accepted accounting principles. The capitalization rate is an expression of what investors believe to be a fair and reasonable rate of return. The most common means of obtaining the capitalization rate is through the market comparison method, whereby companies having their stock traded in the public market are selected for comparison purposes. Capitalization rates obtained in this manner are generally expressed as ratios of the various earnings figures, and are referred to as "market multiples." For the December 2008 valuation, we selected 11 public companies in the business segments of payment processing, document and content processing for comparison. The hardware and ITSM services segments were excluded from the 2008 selection as these segments are no longer relevant. For the December 2009 valuation, we selected 9 public companies in the business of payment processing, document and content processing for comparison. For the December 2010 valuation, we selected 7 public companies in the business of payment processing, document and content processing for comparison. Three of the comparable companies used for the 2009 valuation were also included as comparables used for the 2010 valuation. These companies were selected due to relative size and product offerings compared to us at each valuation date. The set of comparable companies for the 2010 valuation also gave consideration to the companies that industry analysts compare with our company.

The Comparable Transaction Methodology is another common approach, and involves examining companies that have recently been sold in the public marketplace. For this method, the total price paid for the company is related to earnings figures which yield implied transaction multiples. The acquired company is then compared with the subject company on the basis of risk and expected return, and its transaction multiples are used as a basis for selecting appropriate multiples for the subject company. Minority interest discounts are a function of control premiums. A control premium is defined as the additional consideration that an investor would pay over a marketable minority equity value in order to own a controlling interest in the common stock of a company and is usually expressed as a percentage of the marketable minority price per share. We applied a 20% minority interest discount for the 2008 valuation, and a 25% minority interest discount for the 2009 valuation. We considered, but did not rely on, the Comparable Transaction Methodology for the 2010 valuation based on insufficient recent comparable transactions. A selection of historical sale transactions that took place in the same industry segments as us was compared by revenues, EBITDA, enterprise value and margins to calculate a representative value. This value was then adjusted for debt and reduced by the minority discount to arrive at the approximate enterprise value for the Company.

An additional assumption in the Comparable Transaction Methodology is that the selection sample of historical sale transactions is current and relevant. As the December 2005 and December 2008 valuations were 3 years apart, the selections of historical sale transactions were independent and without duplication occurring in either valuation. The sample for the 2009 valuation was similar to that employed in the 2008 valuation.

The three methods described above were equally averaged and a discount for lack of marketability was applied. This illiquidity discount adjusts for the lack of inherent liquidity when compared to publicly traded companies. We determined that a illiquidity discount of 5% was appropriate for the 2008 valuation. An illiquidity discount of 3.5% was used in the 2009 valuation, and an illiquidity discount of 20.0% was used in the 2010 valuation.

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The decline of the fair value of our common stock from $24.00 in June 2007 to $7.74 in December 2008 was primarily due to an approximate 20% decline in our Adjusted EBITDA in the years ended December 31, 2007 and 2008. Adjusted EBITDA decreased from $23.3 million for the year ended December 31, 2007 to $21.2 million for the year ended December 31, 2008. Additionally, financial markets experienced significant declines in the period between June 2007 and December 31, 2008. For the period between June 2007 and December 2008, the S&P 500 declined approximately 39.9%, the Dow Jones Industrial Average declined approximately 34.3%, and the NASDAQ Composite Index declined approximately 39.0%. The decline of the fair value of our common stock from $7.74 in December 2009 and early 2010 to $5.00 in December 2010 was primarily due to the increased illiquidity discount utilized in 2010. Additionally, Adjusted EBITDA decreased from $23.8 million for the year ended December 31, 2009 to $22.9 million for the year ended December 31, 2010. At the time of the 2009 valuation, we were in the process of an initial public offering of our common stock and listing our common stock on The NASDAQ Global Market, which was reflected in the lower discount. At the time the 2010 valuation was performed, we were not actively pursuing the initial public offering or the listing of our common stock, which was reflected in the higher discount.

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 receive actuarial reports annually.

Various assumptions are used in the calculation of the actuarial valuation of the benefit scheme. The assumptions include discount rates, expected return on plan assets, and rate of increase in future compensation levels. In addition to the above mentioned assumptions, actuarial consultants use subjective factors such as withdrawal and mortality rates to estimate the projected benefit obligation. While management believes that the assumptions used are appropriate, the actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of benefit obligations and pension expense recorded in future periods.

We update these assumptions annually based on current economic conditions. These assumptions can be affected by: (a) changes in the rates of return on high-quality corporate bonds; (b) changes in the scheme's strategic asset allocations to various investment types and long-term return trend rates in the capital markets in which the fund assets are invested; and (c) future labor market conditions and inflation. Also, 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 during 2009 and 2010 totaled $1.7 million and $1.8 million, respectively. In addition to the regular contributions, BancTec Limited meets the costs of death in service benefits and administration expenses.

The major actuarial assumptions used to compute the benefit obligation and net periodic benefit costs for 2009 and 2010 are set forth in the table below.



Rate of increase in salaries to scheme liabilities	2.00	%	2.00	%
Discount rate applied to scheme liabilities	5.80		5.60
Expected asset return	6.75		6.59
Inflation assumption	3.60		3.60

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A significant assumption used in determining our pension expense is the expected long-term rate of return on plan assets. The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time (15 to 20 years) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions.

We assumed a weighted average expected long-term rate of return on plan assets for the overall scheme of 6.6%, which comprised the expected rates of return assumptions of 7.0%, 4.5% and 5.8% for the scheme's equities, government gilts and corporate bonds and cash, respectively, for 2010 net periodic benefit cost. Our expected rate of return for equities is derived by applying an equity risk premium to the expected yield on the fixed-interest 15 year UK government gilts. We evaluated a number of indicators including prevailing market valuations and conditions, corporate earnings expectations, and the estimates of long-term economic growth and inflations to derive the equity risk premium. The expected return on the gilts and corporate bonds typically reflect market condition at the balance sheet date, and the nature of the bond holdings.

The BancTec Limited Retirement Benefit Scheme assets contain investments in gilts and bonds as a means to reduce the overall market risk. Determining the expected return requires a high degree of judgment. We use the historical performance achieved over a long period of time (15 to 20 years) as a base and applies upward or downward adjustments to the historical returns to reflect future capital market expectations as deemed fit.

In addition, the impact of the recent market conditions are reflected in the discount rate and the inflation rate utilized to determine the scheme'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 at 3.6%.

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 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. We estimate that a 50 basis point decline in the expected long-term rate of return will increase our annual pension expense by an estimated $0.2 million. In addition, the same basis point decline in the discount rate will increase our annual expenses and benefit obligations by approximately $0.4 million and $5.4 million, respectively.

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

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loss. The degree of probability and the loss related to a particular claim are typically estimated with the 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 August 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value." This update provides amendments to ASC 820, "Fair Value Measurements and Disclosure" for the fair value measurement of liabilities. We adopted ASU 2009-05 for all financial liabilities in the fourth quarter of fiscal 2009. We adopted ASU 2009-05 for all non-financial liabilities in the first quarter of fiscal 2010. The adoption of ASU 2009-05 did not have a material effect on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)." This Statement requires 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. SFAS 167 was effective for us as of January 1, 2010. The adoption of SFAS 167 did not have a material impact on our consolidated financial condition or statement of operations.

In October 2009, the FASB issued changes to revenue arrangements with multiple deliverables in ASU 2009-13, "Multiple-Deliverable Revenue Arrangements." The new standard is included in the ASC under subtopic 605-25 and modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements, such as product, software, services or support, to a customer at different times as part of a single revenue generating transaction. The new standard provides principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The standard also expands the disclosure requirements for multiple deliverable revenue arrangements. The new standard will be effective for us beginning January 1, 2011. We do not expect the adoption of ASU 2009-13 will have a material impact on our financial position, results of operations or cash flows.

In January 2010, the FASB issued ASC 820 "Fair Value Measurements and Disclosures" amending and clarifying requirements for fair value measurements and disclosures. The new guidance requires disclosure of transfers in and out of Level 1 and Level 2 and a reconciliation of all activity in Level 3. The guidance also requires detailed disaggregation disclosure for each class of assets and liabilities in all levels, and disclosures about inputs and valuation techniques for Level 2 and Level 3. The guidance is effective at the start of interim or annual reporting periods beginning after December 15, 2009 and the disclosure reconciliation of all activity in Level 3 is effective at the start of annual reporting periods beginning after December 15, 2010. This statement has not currently had, nor do we anticipate that this guidance will have a material impact on our consolidated financial statements upon full adoption.

In December 2010, the FASB issued ASU 2010-29, "Disclosure of Supplementary Pro Forma Information for Business Combinations" which will change the disclosures of supplementary pro forma information for business combinations. The new standard clarifies that if a public entity completes a business combination and presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under ASC topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for any business combination we complete on or after January 1, 2011. The revised disclosure requirements will not affect our financial position, results of operations or cash flows.

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BUSINESS

Overview

BancTec is a global provider of payment processing and document management solutions and services. We believe our value proposition to our clients is our proprietary software and hardware solutions for processing high-volume, complex business transactions. We currently serve over 1,800 clients across 50 countries that depend on our technology and services to improve productivity, lower costs and optimize business processes. Among these clients are national and multinational organizations, such as Aflac, Bank of America, Discover, HP, U.S. Bank and Swedbank.

Our BPO services are provided through our 19 BPO centers located throughout the world. These centers leverage a common proprietary software and hardware technology platform that is designed to provide reliability, security and consistently high levels of performance. Our BPO services include financial process services, electronic document management services and finance and administrative services. We serve companies of all sizes in the banking, insurance, healthcare, utility, government and transportation sectors. Our BPO services are typically contracted on a multi-year basis that includes the payment of recurring monthly or transactional fees. Our BPO revenue has increased every year since we began offering BPO services to our clients. BPO revenue accounted for approximately 11.0% of total revenue in 2006 and has grown to approximately 38.5% of total revenue in 2010.

Our Industry

By outsourcing certain processes to BPO providers that have more experience complying with industry-specific regulations, companies are better able to reduce risk, enhance compliance and minimize management distraction. These benefits are highly relevant in the wake of legislation and industry standards such as the Obama Healthcare Plan, SOX, HIPAA, PCI DSS and the EU Data Protection Directive, which have enhanced the importance of compliance, security practices and internal controls.

We believe our business will be positively impacted by these industry dynamics in the future.

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Within the global BPO market, we concentrate on three markets: Financial Process Services, Electronic Document Management Services and Finance and Administration Services.

Financial Process Services includes account origination and servicing, payment processing, merchant card services, and mobile payment services. Over the past five years, payment processing has undergone significant changes, including the shift away from paper to electronic payments and the demand to deliver financial transactions and data to diverse technology platforms in a cost effective and secure manner. Many businesses that process high volumes of payments have made substantial IT investments to centralize processing and implement legislative changes such as PCI DSS, and payment security continues to evolve. PCI DSS 2.0, the newest version of the payment security standard, was introduced in October 2010, and payment security standards will continue to change as new threats and technologies emerge. Based on the NelsonHall Global BPO market analysis, we estimate that the addressable market opportunity for financial process BPO services in 2010 was approximately $39.5 billion and will grow at a 6.0% compound annual growth rate to $50.7 billion in 2014.

Electronic Document Management Services includes the electronic capture 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 drives the automation of business processes and transactions and the reduction of processing costs. Document management applications include end-to-end claims processing and inbound mail processing. Companies large and small, public and private, realize the need for fast and reliable access to their active and inactive documents and information regardless of their location or format. Major industries such as healthcare are at the forefront of outsourcing the management of their paper and digital information. A move has been underway for several years to digitize health records. In 2010 the U.S. government enacted the $787 billion American Recovery and Reinvestment Act, which has created an incentive for physicians to implement an electronic health records solution. Based on the NelsonHall Global BPO market analysis, we estimate that the addressable market opportunity for document management BPO services in 2010 was approximately $11.9 billion and will grow at an 8.0% compound annual growth rate to $15.3 billion in 2014.

Finance and Administration Services includes accounts payable automation, accounts receivable automation and, in the healthcare industry, revenue cycle management. These functions continue to be outsourced processes. Market growth continues to see strong adoption across most industries with financial services, utilities, travel and logistics, leading the outsourcing trend. Based on the NelsonHall Global BPO market analysis, we estimate that the addressable market opportunity for finance and administration BPO services in 2010 was approximately $20.4 billion and will grow at a 13% compound annual growth rate to $33.2 billion in 2014.

Based on the NelsonHall Global BPO market analysis, we estimate that the combined addressable market for the three segments we serve was $71.9 billion in 2010, and will grow at an 8.5% compound annual growth rate to $99.2 billion in 2014.

Our Solution

We have over three decades of experience in payment processing and document management solutions and services. 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 products 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 management needs of businesses in a variety of industries.

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We focus on long-term, collaborative relationships that position us to meet our clients' needs for payment processing and document management solutions and services. Key to meeting these 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. 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.

Our Competitive Strengths

Our principal competitive strengths include:

•: Proven Deployment Across a Sizeable Client Base. We currently serve over 1,800 clients. We believe the long-standing relationships we have developed with these clients provide us with a captive base from which to cross-sell our BPO services to those not currently using them. We have significant experience in deploying and maintaining outsourcing and transaction processing solutions for many of the world's largest and most complex organizations. We leverage our long-standing client relationships and proven deployment knowledge to convert clients from in-house solutions to BPO services. Our clients have come to trust our ability to efficiently and securely deploy hardware and software solutions for their most mission-critical processes. Our process of converting clients from in-house solutions to BPO services is aided by the fact that the same technology and systems are used in both deployments.
•: Deep Domain Expertise in Improving Business Processes. We benefit from nearly 40 years of experience in the payment processing and document management industry. This intellectual capital has enabled us to develop in-depth knowledge of our clients' business processes and industries, allowing us to provide high-value services and solutions. Our extensive domain and process expertise has enabled us to expand our role with current clients and attract new clients.
•: Extensive Solutions. Our clients rely upon our internally-developed solutions to manage their most important business processes. We have an extensive set of products and solutions that allow us to address many different aspects of our clients' business processes. We believe the functionality, performance and quality of our solutions are well recognized in the industry and are highly differentiated. We continuously develop services and solutions based on new and evolving technology and market demand.
•: Strong Barriers to Entry. The clients that use our proprietary software and hardware have made a substantial financial investment in our solutions and incorporated them into their critical business processes. Our BPO clients have also entrusted us with managing these critical processes on their behalf. We believe that the embedded investment and the associated switching costs that would be incurred if a client were to move to a different provider creates a significant barrier to entry.
•: Experienced Management Team. Our senior management team have over 100 years of payment processing and document management experience and have held leadership positions at large, global BPO organizations, such as HP, EDS and ACS. By leveraging this experience as well as a culture of developing strong relationships with senior level contacts at large organizations around the world, we believe we are better able to expand our BPO services and increase our revenues. Our management team is focused on delivering robust solutions and high levels of customer satisfaction.

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Our Strategy

We intend to enhance our competitive position in payment processing and document management solutions and services. The key elements of our strategy include:

•: Convert Existing In-house Clients to BPO Clients. We believe there is a significant growth opportunity in converting our existing in-house clients to BPO clients. In recent years, several of our clients, including Aflac, British Airways and Discover have transitioned to our BPO services as they recognize the benefits of using an outsourced solution. When such transitions occur, we typically experience annual revenue from these clients that is several fold greater than what we had previously received. We anticipate that more clients will migrate to our BPO services as they come to recognize the benefits of utilizing our outsourced services as opposed to performing their processing activities on an in-house basis.
•: Grow Recurring Revenue. We have established 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. We believe that as we expand our BPO business we will continue to grow our recurring revenue base.
•: Leverage Process Automation and Offshoring to Improve Margins. We are focused on increasing our workforce productivity and efficiencies by integrating applications, expanding our India-based labor resource and using internally developed software and hardware solutions throughout our operations and delivery centers. We seek to continue to improve our BPO margins through business process automation and by using the lower cost labor at our captive offshore facility in Delhi, India.
•: Expand Addressable Markets. We intend to focus on expanding the addressable markets for our solutions and BPO services. We believe there is a significant opportunity to target clients in additional document- and compliance-intensive industries, such as the healthcare industry. We also market our payment processing and document management experience to help our clients transition other aspects of their businesses from paper-based to digital processes. We will also seek to continue to expand the marketing of our BPO services in other geographic regions including Africa, Asia and Latin America.
•: Pursue Strategic Acquisitions. We seek to expand our capabilities and geographic reach through acquisitions of businesses and products that complement our portfolio of offerings, allow us to better penetrate our target markets and expand our client base. We have successfully identified, completed and integrated four acquisitions since 2007: ECM, PrivatGirot, Document@Work and DocuData.

Solutions and Business Process Outsourcing Services

The core of our value proposition to our clients is our proprietary software and hardware products for processing high-volume, complex business transactions. This value proposition is delivered to our clients through a BPO service model or an in-house model where clients directly house, operate and manage our products.

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Business Products

We have developed a leading offering of proprietary software and hardware products. These solutions, which we use to perform our BPO services and that we also offer to clients on an in-house basis, include:

Products		Description

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™ Capture		Our eFIRST Capture product captures, classifies, sorts and processes, paper or electronic structured or unstructured documents.
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® Origin		Our eFIRST Origin is a flexible and highly configurable web-based mortgage and loan origination and servicing solution. It provides a managed environment to automate the complete mortgage and loan lifecycle from point of sale to post-completion servicing and redemptions.
FrontCollect®		Our FrontCollect is an enterprise wide input management system for the automatic distribution of received payments, mail, e-mail, faxes and other electronic formats for general incoming mail processing and high volume payment transactions.
IntelliScan® XDS		Our eXtreme Document Scanner offers 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.
PayCourier®		Our PayCourier product is designed for high-volume remittance processing to assist companies in reducing 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.

Business Process Outsourcing Services

Our BPO services use our products together with our business process expertise, facilities and personnel to deliver fully-outsourced transaction automation and document management services to our BPO clients. Our five major BPO centers, 13 satellite BPO centers and one captive offshore facility use the same software and hardware that we sell as in-house business solutions. For non-BPO clients who

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currently use our in-house solutions, this eases the transition to a BPO model and provides a large, established base of potential BPO clients.

We offer a broad suite of BPO services that focus on Financial Process Services, Electronic Document Management Services and Finance and Administration Services. Specific services include:

Services		Description

AP Automation		We manage both electronic and paper invoices for a reduction of processing cost per invoice. We provide line-item purchase order matching, customized reports, integration with client enterprise resource planning systems and advanced implementation and training.
Check and Giro Processing		High volume payment processing and giro and voucher settlement for domestic and international clearing. The service includes the digitization of payments, image archive and digital exchange between banks.
Mortgage Origination		We provide web-based hosted applications for automating the mortgage origination and loan completion process. These Software as a Service (SaaS) solutions are hosted in a secure environment, allowing direct access to mortgage and loan products via the Internet. We also provide individual component services to enhance clients' existing loan process. This service is completely flexible to be configured to individual requirements.
Loan Origination		We provide a full suite of services to process a wide range of loans including retail secured and unsecured, non-residential and commercial. We support multiple channels including mail, electronic and portal and are able to service banks, packagers and brokers both individually or as part of a network.
Payment Processing		Designed for high-volume remittance processing, we assist in reducing the cost of data entry by processing payment transactions electronically. For archiving important data, we offer 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.
Input Management Processing		We outsource our clients' entire mail center operations to a managed service that processes inbound paper and electronic documents, captures and converts information from these documents into usable digital content and delivers it directly to appropriate users. This end-to-end solution includes incoming mail receipt, document scanning, indexing, classification, archive, OCR/data entry and exception processing.
Healthcare Remittance Automation Processing		We eliminate manual payment reconciliation and posting, significantly reducing processing costs, claim denials and days sales outstanding.
Healthcare Claims Processing		We convert claims into ANSI standard formats allowing payors to efficiently adjudicate claims. This service provides clients with the ability to track performance and identify areas for process improvement including explanation of benefits processing.
Document Processing & Archive		Our high-volume image capture service helps streamline image capture processes and deliver critical throughput efficiencies. 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.

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Sales and Distribution

We offer our products, services and business solutions directly to our clients through our sales force and indirectly through value added resellers, distributors and system integrators, to achieve the widest possible geographic footprint.

We primarily rely on our direct sales force and use indirect channels to complement our direct sales distribution. As of May 1, 2011, we employed 24 salespeople focused on the Americas and the emerging markets, 21 of whom are responsible for selling directly to our clients and 3 of whom are responsible for selling to value added resellers, distributors and system integrators. As of that date, we employed 32 salespeople focused on EMEA, all of whom 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

Our clients are primarily large national and multinational corporations that are focused on the need for more efficient and cost effective methods of payment processing and document management solutions and services. Our top five BPO clients based on revenue for the year ended December 31, 2010 include Aflac, HP, Discover, Swedbank and Harris Trust and Savings Bank. Our top five business solutions clients based on revenue for the year ended December 31, 2010 included HP, Bank of America, Optica Abrechungszentrum, Vivento Customer Service GMBH and U.S. Bank.

Sales from our Americas operations for the years ended December 31, 2008, 2009 and 2010 accounted for 50.1%, 53.9% and 45.6%, respectively, of our total revenue.

A significant portion of our revenue is concentrated among our ten largest clients which accounted for 33.3%, 34.3% and 30.4% of our revenue for the years ended December 31, 2008, 2009 and 2010, respectively. During the years ended December 31, 2008, 2009 and 2010, we derived 8.9%, 10.7% and 6.9%, respectively, of our revenue from a single client, HP. Our relationship with HP 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 individual contract.

Product Development and Intellectual Property

Our services and solutions have grown 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 develop new and innovative services and solutions and enhance our competitive position.

We employed approximately 62 people for our research and development activities as of March 31, 2011 and invested approximately $5.2 million, $4.2 million, and $5.1 million in the years ended December 31, 2008, 2009 and 2010, respectively.

We rely on a combination of patent, trademark, servicemark, 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®, IntelliScan®, PayCourier® and PrivatGirot. Our unregistered trademarks include eCap™, E-Series™ and X-Series™.

We hold 18 U.S. and foreign patents. 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.

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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, technologies 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 prior art exists that could 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.

We are aware of patent enforcement efforts related to U.S. patent 5,633,954 that pertains to a certain method of improving OCR. We license and resell a third party OCR technology believed to use a different methodology than the 5,633,954 patent. We have received a request for indemnification from a client pursuant to a claim by the owner of the patent. If we are required to defend or indemnify that or any other client, we could be exposed to time-consuming, disruptive and expensive defense efforts and could suffer an adverse outcome. We are entitled seek indemnification from the licensor under such circumstances, but there is no guarantee the licensor has sufficient resources to fully indemnify us. See "Risk Factors—Risk Factors Relating to Our Business."

Competition

The market for our services and solutions is intensely competitive and highly fragmented.

We encounter competition for our services and solutions from a wide variety of companies. In our BPO services business, we face competition from HP, Xerox Corporation, Regulus Group LLC (now a part of 3i Infotech, Ltd), First Data Corporation, R.R. Donnelley & Sons Co., IBM Global Services and Aditro. In our business solutions business, we face competition from Wausau 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 plc.

We believe that the principal competitive factors determining success in the markets 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;

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•: pricing, and
•: long-term financial strength.

We could experience increased competition from both existing competitors and companies that enter our existing or future markets. Some of our competitors have substantially greater resources than we have.

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. See "Note N—Geographic Operations" to the Consolidated Financial Statements for more information.

Facilities

We lease our corporate headquarters facility located at 2701 East Grauwyler Road, Irving, Texas. Consisting of approximately 310,500 square feet of building area, this facility is also the primary location for our assembly and manufacturing activities. We also lease a regional headquarters facility in London, United Kingdom. Worldwide, we have operations in 15 countries. We have five major BPO facilities, which are at least 33,000 square feet, 13 satellite BPO facilities and one captive offshore facility. These facilities are located in the following geographic regions:

Europe		United States

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

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 existing facility leases and believe we can replace any of our existing facilities with alternate facilities at comparable cost.

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.

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Payment Card Securities Standards. Many of our customers, including credit card companies, have imposed data security standards that we must meet. In particular, we are required by the Payment Card Industry Security Standards Council, founded by the credit card companies, to comply with their highest level of data security standards.

Gramm-Leach-Bliley Act. On November 12, 1999, the Gramm-Leach-Bliley Act of 1999 became law, implementing fundamental changes in the regulation of the financial services industry in the United States. The Gramm-Leach-Bliley Act requires our customers to maintain privacy with respect to certain consumer data in its possession and to periodically communicate with consumers on privacy matters. As we temporarily possess certain consumer data as a routine part of our operations we are required to comply with this act.

Health Insurance Portability and Accountability Act of 1996. HIPAA established requirements for maintaining the confidentiality and security of individually identifiable health information and new standards for electronic health care transactions. HIPAA is far-reaching and complex. Proper interpretation and practice under the law continue to evolve. As we temporarily possess HIPAA-protected information as a routine part of our operations we are required by the law and by our customers to comply with HIPAA's requirements.

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 May 1, 2011, we had approximately 1,873 employees, 871 of whom were located in the United States. Our U.S. employees are not represented by any labor unions. We also utilize temporary workforce to support peak volumes, which helps us effectively manage our labor costs. Furthermore we utilize offshore labor which also helps offset costs associated with delivery of our services across our portfolio. 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. That same year, our stock was listed on the New York Stock Exchange. In July 1999, Welsh, Carson, Anderson & Stowe VIII, L.P. and its associates ("WCAS"), a private equity investment firm, took us private. On June 27, 2007, we consummated the June 2007 Recapitalization in which we issued and sold 46,575,000 shares of our common stock. Pursuant to the June 2007 Recapitalization, we received net proceeds of approximately $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 then existing revolving credit facility. We sold our ITSM division in January 2009. We believe the sale has allowed 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	65	Chief Executive Officer and Chairman of the Board of Directors
	Maria L. Allen	50	Senior Vice President and President, Americas
	Jeffrey D. Cushman	49	Senior Vice President and Chief Financial Officer
	Mark D. Fairchild	51	Senior Vice President and Chief Technology Officer
	Michael D. Peplow	51	Senior Vice President and President, EMEA
	Robert R. Robinson	48	Senior Vice President, General Counsel and Secretary
	Mark E. Trivette	39	Vice President, Controller and Chief Accounting Officer
*Non-Employee Directors:*
	Felipe F. Atela	55	Director
	R. Randolph Devening	69	Director
	Thomas M. Dunning	68	Director
	Gary J. Fernandes	67	Director
	John R. Harris	62	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 2013. 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 served on the board of directors of i2 Technologies, Inc. from May 2008 until January 2010, the board of directors of Carreker Corporation from September 2004 until April 2007 and on the board of directors of FundsXpress Financial Network, Inc. from 2003 until 2007. Mr. Clark currently serves on the board of Moneygram International, Inc., a global money transfer company, and is a member of its Nominating and Human Resources Committee. Mr. Clark brings to the board extensive experience in the outsourcing and financial services industries from his experience at EDS and with us. He also possesses considerable financial expertise and experience at the board level, having served as the chairman of the audit committee of i2 Technologies, Inc. while it was a publicly traded company.

Maria L. Allen has been Senior Vice President and President, Americas since February 2011. Ms. Allen joined BancTec in August 2010 as Group Vice President of Global Strategy and Market Development after a 15-year career with HP Enterprise Services (previously EDS) where she most recently served as Vice President of Global Financial Services Outsourcing. Ms. Allen also served in a variety of management and consulting roles during her 15-year career with HP Enterprise Services and at A.T. Kearney, 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 performed 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,

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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 since then 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 Products and Operations.

Michael D. Peplow has been Senior Vice President and President, EMEA since 2005. Mr. Peplow joined BancTec in June 1998 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 at other entities in a number of strategic marketing, sales and consultancy roles.

Robert R. Robinson has been Senior Vice President, General Counsel and Secretary since February 2011 and Vice President, General Counsel and Secretary since August 2008. Mr. Robinson joined BancTec in June 2008 as Vice President and General Counsel. Mr. Robinson's responsibilities include legal, contracts and the human resources function. From July 2003 to January 2008, Mr. Robinson held various positions, including 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 served as General Counsel and Vice President of Business Development for Renew Data Corp., a provider of e-discovery services, and held various positions with Vignette Corporation, a provider of enterprise content management software, including Vice President and General Counsel—Americas.

Mark E. Trivette has been Vice President, Controller and Chief Accounting Officer since August 2010. Prior to joining BancTec, Mr. Trivette served from 2000 to 2010 at i2 Technologies, Inc., a provider of enterprise supply chain management software and services. While at i2 Technologies, Inc., Mr. Trivette held various titles, ultimately serving as Senior Vice President and Corporate Controller prior to the company's acquisition in 2010. Previously, Mr. Trivette served more than 6 years with Arthur Andersen, where he was a Manager in the Audit division supporting clients in a variety of industries.

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. Prior to August 2007 Mr. Atela was a member of our European Advisory Board. Mr. Atela has been Vice President and an advisor of Convergys Corporation, a relationship management company, since October and June 2009, respectively. From December 2002 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 the boards of directors of Buongiorno S.p.A, an Italian based independent mobile media and technology company and Arsys Internet S.L., an Internet Service Provider. In addition, Mr. Atela serves as a member of our Audit Committee and of our Compensation Committee. Mr. Atela brings to the board considerable experience in the outsourcing industry from his experience with EDS as Vice President of Operations in Spain and later President of EDS' Spanish business. Mr. Atela also provides expertise with respect to the European and Latin American geographies.

R. Randolph Devening has been one of our directors since August 2007, and his current term of office as a director expires in 2014. 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,

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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 Systems, Inc., a holding company of a cleaning and environmental solutions company, Fred Jones Enterprises, a supplier of engines and transmissions, Hall Capital Partners and Ozone International, Inc. Mr. Devening also served on the board of directors of 7-Eleven, Inc. from 2004 to 2008 and Gold Kist, Inc. from 2004 to 2008. In addition, Mr. Devening serves as the chair of our Audit Committee and as a member of our Nominating and Corporate Governance Committee. Mr. Devening brings to the board extensive financial expertise stemming from his experience as Chief Financial Officer of Fleming Companies, Inc. and his service as Chairman of the Audit Committee of Safety-Kleen Systems, Inc.

Thomas M. Dunning has been one of our directors since June 2010 and his current term of office as a director expires in 2014. Mr. Dunning was the Chairman and Chief Executive Officer of Dunning Benefits Corporation until that firm merged with Lockton Companies of Kansas City in 1998. At that time, Mr. Dunning assumed the role of Chairman and Chief Executive Officer of Lockton Dunning Benefits, which represents large employers throughout the United States in the design, implementation, and servicing of employee benefits. In June 2008 he retired and became the Chairman Emeritus of Lockton Dunning Benefits until 2011 at which time he took on the position of consultant. Mr. Dunning also serves as the lead director for Oncor Electric Delivery Company, the sixth largest electric delivery business in the U.S. He formerly served as Chair of Oncor's organization and compensation committee from November 2008 to November 2010. Mr. Dunning has also served since August 2008 as a trustee and a member of the Audit Committee of American Beacon Funds, which offers mutual funds to institutional and retail investors. He has served on a number of notable boards for the state of Texas and the city of Dallas including the board of directors of DFW International Airport and Chairman of the Texas Water Development Board. Mr. Dunning currently serves as a member of our Nominating and Corporate Goverance Committee. Mr. Dunning's variety of past and present leadership positions, including but not limited to his time as chairman, chief executive officer, director and committee member of various corporations and entities, bring years of business experience and expertise to BancTec.

Gary J. Fernandes has been one of our directors since 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 as the lead independent director of CA, Inc., one of the world's largest IT management software providers, and on the board of Blockbuster Inc. Mr. Fernandes has been the Chairman of FLF Investments, a family business involved with the acquisition and management of commercial real estate properties and other assets, since 1999. Mr. Fernandes was also the non-executive Chairman of the Board of eTelecare Global Solutions, Inc., a business process outsourcing company, from 2006 to 2009. In addition, Mr. Fernandes serves as the chair of our Compensation Committee and as a member of our Audit Committee. Mr. Fernandes brings to the board extensive and varied experience in the outsourcing and financial services industries from his experience at EDS, as well as extensive boardroom experience from his service on multiple boards of publicly traded companies, including CA, Inc.

John R. Harris has been one of our directors since August 2007, and his current term of office expires in 2013. Mr. Harris is currently an operating partner with GlendonTodd Capital L.L.C., a private equity firm focused on the technology-enabled business services sector, and President and Chief Executive Officer of Chemical Information Services, Inc., a portfolio company of GlendonTodd Capital L.L.C. Mr. Harris was Chief Executive Officer and a member of the board of directors of eTelecare Global Solutions, Inc., a business process outsourcing company, from 2006 to 2009. Prior to

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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, The Hackett Group, Inc., a global strategic advisory firm, DGFastChannel, Inc., a digital content distribution company, Startek Inc., a business process outsourcing company and CommerceTel Corporation, a provider of mobile adversiting services. Mr. Harris also served on the board of inVentiv Health, Inc., a provider of marketing and sales services for the pharmaceutical and life sciences industries, from May 2000 through June 2008. In addition, Mr. Harris serves as the chair of our Nominating and Corporate Governance Committee and as a member of our Compensation Committee. Mr. Harris brings to the board extensive experience in the outsourcing and financial services industries from his experience at EDS and eTelecare Global Solutions. He also possesses considerable financial and public company management expertise, as well as extensive public and private company board experience.

Code of Business Conduct and Ethics

We have adopted a Code of Conduct that applies to all of our officers and employees, including our Chief Executive Officer, Chief Financial Officer and Controller. We also adopted a Financial Code of Ethics that applies specifically to our Chief Executive Officer, Chief Financial Officer and Controller. Additionally, we have 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, Dunning, 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.

Family Relationships

There is no family relationship between any director or executive officer.

Composition of Our Board of Directors upon Completion of this Offering

Our bylaws provide that our board of directors must consist of such number of directors as determined from time to time by resolution of our board, which number shall be no less than five and no more than nine (plus such number of directors as may be elected from time to time pursuant to the terms of any preferred stock that may be issued and outstanding from time to time). Upon the closing of this offering, we will have six directors. Our certificate of incorporation and our bylaws divide our board of directors into three classes with staggered three-year terms, as follows:

•: Class I, which consists of R. Randolph Devening and Thomas M. Dunning, whose terms will expire at our annual meeting of stockholders to be held in 2014;
•: Class II, which consists of Felipe F. Atela and Gary J. Fernandes, whose terms will expire at our annual meeting of stockholders to be held in 2012; and

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•: Class III, which consists of J. Coley Clark and John R. Harris, whose terms will expire at our annual meeting of stockholders to be held in 2013.

Each director is elected for a term of three years and serves until a successor is duly elected and qualified or until his death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a majority vote of the directors then in office. Subject to the rights of any one or more classes or series of our preferred stock to elect directors under specified circumstances, directors may be removed only for cause and by the affirmative vote of at least a majority of the total number of directors as so fixed, or the holders of at least 66²/3% of the voting power of all of our shares of stock entitled generally to elect directors, voting together as a single class.

Our current and future executive officers and significant employees serve at the discretion of our board of directors.

Committees of the Board

Our board of directors has established an audit committee, compensation committee and nominating and corporate governance committee. From time to time, the board of directors designates special committees to address such issues as it deems necessary or advisable.

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 and will also qualify as the "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K. 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 under the Securities and Exchange Commission and The NASDAQ Global Market rules. 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 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;

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•: 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;
•: to address any conflicts of interest of directors and executive officers; and
•: to conduct an annual self-evaluation of the committee's performance.

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, accomplish their purposes and are congruent with our risk management practices, 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;
•: to monitor compliance of directors and executive officers with our policies regarding stock ownership;
•: to select independent outside counsel, compensation consultants or other advisors after taking into consideration the relevant factors that may affect the independence of such advisors;
•: to approve and review the engagement of any compensation consultant providing advice or recommendations on compensation;
•: to determine whether disclosures must be made regarding conflicts of interest regarding such advisors;
•: to review and discuss with management stockholder advisory votes on executive compensation ("say-on-pay") and stockholder advisory votes on the frequency of such say-on-pay votes and make related recommendations to the board of directors;
•: to prepare and review any reports or disclosure required to be included with any public filing; and
•: to conduct an annual self-evaluation of the committee's performance.

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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, R. Randolph Devening and Thomas M. Dunning. Mr. Harris is the chairman of the nominating and corporate governance committee. No member of the nominating and corporate governance committee 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 experience, qualifications, attributes and skills of each director and director nominee in light of our current business and structure;
•: 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 process for identifying and evaluating nominees for director;
•: 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;
•: to review the extent of our board of directors' role in the oversight of risk management and its effect on our leadership structure;
•: to develop, recommend and implement corporate governance guidelines as necessary; and
•: to conduct an annual self-evaluation of the committee's performance.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2010, our compensation committee consisted of Gary J. Fernandes, John P. Harris and Felipe F. Atela. 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.

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.

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

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additional incentives to promote our success. We paid annual retainer fees totaling $357,834 to our non-employee directors as compensation for their 2010 service on our board. Directors' fees of $50,000 per director, plus committee chair retainer fees and committee membership fees as applicable, were paid during the year ended December 31, 2010.

Effective for 2010 and thereafter, pursuant to our director compensation policy, each non-employee director receives an annual retainer of $50,000. Each such director also receives $1,000 for each board meeting or telephonic board meeting, after the eighth such meeting within a year. The directors serving as chairman of the audit committee, compensation committee and nominating and corporate governance committee each receive an annual retainer of $15,000 and each committee member of each such committee receives a $10,000 committee member retainer. Each member of each such committee also receives a committee meeting fee of $1,000 for each committee meeting held after the fourth such committee meeting during a year. Also, each non-employee director will annually be awarded a grant of $75,000 worth of shares of restricted stock or restricted stock units.

Our 2007 Director Plan provides for the grant to non-employee directors of non-qualified stock options and awards of restricted stock or restricted stock units. Pursuant to such plan, in year 2010, each non-employee director received 25,000 restricted stock units which vest in three equal installments with one-third vesting immediately and one-third vesting on each of the first and second anniversaries of the date of grant, and which 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.

During 2010, the compensation committee retained the consulting firm Lyons, Benenson & Company Inc. as its consultant to assist the compensation committee with its responsibilities related to our director compensation programs. Specifically, the compensation committee directed Harvey Benenson to provide a recommendation regarding appropriate compensation for independent members of the board for their service on the board and its committees.

The following table reflects amounts paid to our non-employee directors as compensation for their 2010 service on our board of directors and related committees.

			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		71,000		25,000		125,000		196,000
R. Randolph Devening		81,000		25,000		125,000		206,000
Thomas M. Dunning		30,000		25,000		125,000		155,000
Gary J. Fernandes		79,917		25,000		125,000		204,917
John R. Harris		95,917		25,000		125,000		220,917

(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, 2010 of awards of restricted stock or restricted stock units granted to each of our non-employee directors as determined pursuant to ASC 718. Each then-current non-employee director was awarded 25,000 shares of restricted stock units on January 11, 2010 with a fair value of $5.00 per share. Director Dunning received 25,000 shares of restricted stock units on September 1, 2010 with a fair value of $5.00 per share. See "Management's Discussion and Analysis—Critical Accounting Policies—Stock-Based Compensation" for a discussion of the assumptions used to calculate the fair value of such awards.
(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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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

Named Executive Officers

For 2010, our named executive officers were:

•: J. Coley Clark, Chairman and Chief Executive Officer;
•: Jeffrey D. Cushman, Senior Vice President and Chief Financial Officer;
•: Mark D. Fairchild, Senior Vice President and Chief Technology Officer;
•: Michael D. Fallin, Senior Vice President and President, Americas; and
•: Michael D. Peplow, Senior Vice President and President, EMEA.

In February 2011, we appointed Maria A. Allen as Senior Vice President and President, Americas. Mr. Fallin's employment with us ended in February 2011.

Executive Summary

In this section, we discuss our executive compensation objectives and strategy, the elements of compensation and the analysis we employed in reaching the decisions to pay the specific amounts and types of executive compensation that we provided to our executive officers. We present a series of tables containing specific information about compensation paid to or earned by our named executive officers in 2010, as well as more information about the elements of our executive compensation programs. The discussion below is intended to assist you in understanding the information provided in the tables and in putting that information into context.

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.

Compensation Policy and Executive Compensation

Our 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 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 individual executive's and our financial performance; and

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•: long-term incentive awards, currently provided in the form of awards of restricted stock.

Our executive compensation program is intended to:

•: reward performance that 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 our 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 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 named 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, or 125% for Mr. Clark), 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 have continued our practice of not having 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. We have found that no single mix of elements is optimal for all of our executive officers.

Our compensation committee determines the compensation of our Chief Executive Officer and other senior executive officers. 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 its three principal components.

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.

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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, and in 2011 on the recommendations made by the compensation committee's executive compensation consultant.

The compensation committee also 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 generally do not pay bonuses under our annual incentive plan until the audit of our year-end financial statements is substantially complete. Were such an adjustment or restatement to occur following our payment of incentive compensation, however, our 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 an agreement with any of our executive officers or 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 supplement from time to time with advice from an executive compensation consultant regarding selected issues. In determining 2010 and 2011 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, though in early 2011 the compensation committee engaged an executive compensation consultant to provide recommendations on executive compensation.

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 measured from the beginning

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of the 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% (or 125% for Mr. Clark) of the officer's base salary, with any reduction in the target payout being grounds for such officer to terminate his or her employment with us "for good reason." In addition, beginning with our 2009 annual incentive plan, our executive officers became eligible to receive a revenue growth incentive bonus under our annual executive incentive plans, which increases an executive's total actual bonus payout by 20% in the event our corporate revenues exceed specified targets and there is sufficient EBITDA earned in excess of the applicable minimum threshold EBITDA profit objective in order to cover the cost of such revenue growth incentive bonus. See "—Narrative Disclosure to Summary Table and Grants of Plan-Based Awards—Employment Agreements" located elsewhere in this section for a description of the employment agreements between us and our named executive officers.

The table below presents the 2011 base salary level and target annual incentive bonus level (expressed as a percentage of base salary) for each of our named executive officers and for the Senior Vice President and President, Americas:

Executive Officer	2011 Base Salary

J. Coley Clark Chief Executive Officer and Chairman of the Board of Directors	$	475,000		125	%
Maria L. Allen(1) Senior Vice President and President, Americas	$	325,000		100	%
Jeffrey D. Cushman Senior Vice President and Chief Financial Officer	$	328,846		100	%
Mark D. Fairchild Senior Vice President and Chief Technology Officer	$	321,000		100	%
Michael D. Fallin(2) Senior Vice President and President, Americas	$	325,000		100	%
Michael D. Peplow Senior Vice President and President, EMEA	$	309,420	(3)	100	%

(1): Ms. Allen was appointed to Senior Vice President and President, Americas in February 2011.
(2): Mr. Fallin's employment with us ended on February 11, 2011. Under the terms of his severance arrangement, Mr. Fallin will receive his target bonus amount for 2011 in early 2012.
(3): 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 weekly average conversion rate for 2010.
(4): Under the terms of our 2011 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 years was based on our attainment of the annual financial objectives in 2008, 2009 and 2010 annual incentive plans.

During 2010, the target payout for each of our named executive officers was 100% of his base salary. Based on 2010 actual financial results compared to the pre-established objectives, the plan EBITDA targets were only partially attained and therefore, bonus awards from 0% to 50% were made to the named executive officers under the 2010 annual incentive plan. The 2010 corporate revenue

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growth targets were not attained and therefore no revenue growth incentive bonus awards were made under the 2010 annual incentive plan.

During 2009, the target payout for each of our named executive officers was 100% of his base salary. Based on 2009 actual financial results compared to the pre-established objectives, the plan EBITDA targets were exceeded and therefore, bonus awards of 104% of the target threshold amount for each executive officer were made under the 2009 annual incentive plan. The 2009 corporate revenue growth targets were not attained and therefore no revenue growth incentive bonus awards were made under the 2009 annual incentive plan.

During 2008, the target payout for each of our named 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.

For purposes of determining the target percentage under our annual incentive plan, the compensation committee selects internal EBITDA target levels (and for purposes of the additional revenue growth incentive bonus, revenue target levels) that it believes are achievable while also indicative of acceptable 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 or her 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 our executive officers for their 2011 performance.

Over the past five years, we have achieved full EBITDA performance at the target level two times, we have achieved partial EBITDA performance at the target level two times and failed to achieve the minimum EBITDA target 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 2007 we adopted the 2007 Equity Incentive Plan, which replaced our 2000 Stock Plan. In September 2008 and December 2009, we adopted the 2008 Equity Incentive Plan and 2009 Equity Incentive Plan, respectively. These plans govern the terms of equity awards we grant to employees and are intended to align executive pay with our strategic goals and align executive actions with 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.

In 2007, our board of directors granted 855,002 incentive options and 145,334 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 former 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" located elsewhere in this prospectus.

In November 2008, the compensation committee awarded 55,670 shares of restricted stock with time-based vesting criteria and 55,670 shares of restricted stock with time- and 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

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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 former 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 equal to the value of the exchanged options. Under the 2007 Equity Incentive Plan, our named executive officers exchanged 743,335 options for 181,302 shares of restricted stock, having an approximate value equal to $7.74 per share.

In January 2009, under the 2007 Equity Incentive Plan, all outstanding unvested stock options granted to our ITSM-affiliated employees (except for Brendan Keegan) were forfeited when their employment with us ended in connection with the sale of our ITSM division and any outstanding vested options of such employees remained exercisable for ninety days after such employment termination date. In the case of Brendan Keegan, under the terms of his termination of employment agreement, his outstanding unvested stock options became vested upon the closing date of the sale of our ITSM division and remained exercisable for ninety days thereafter. 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 320,000 shares of restricted stock with time-based vesting criteria and 320,000 shares of restricted stock with time- and 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.

In January 2010, the compensation committee awarded 95,000 shares of restricted stock with time-based vesting criteria and 95,000 shares of restricted stock with time- and performance-based vesting criteria to our named executive officers under our 2009 Equity Incentive Plan. These grants were provided to our named executive officers to encourage our further short-term and long-term growth.

All of these restricted stock awards were granted by the compensation committee in consultation with our Chief Executive Officer and are based on the seniority and tenure of the executive officer as well as the perceived contribution of each officer to the Company.

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 allocating between either long-term or currently paid out compensation or cash and non-cash compensation. We strive to have an appropriate mix of

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compensation that rewards and motivates annual performance and long-term performance. No single mix of elements would be optimal for all of our named executive officers.

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 currently offer 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.

In addition, we have entered into an employment agreement with J. Coley Clark, our Chairman and Chief Executive Officer, pursuant to which Mr. Clark's equity awards shall immediately vest and, if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011 provided he gives at least three months notice of such termination.

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 "—Narrative Disclosure to Summary Table and Grants of Plan-Based Awards—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 "—Potential Payments Upon Termination or Change of Control" below for a description of the change of control benefits and events that trigger payment thereof.

Executive Compensation Consultants

The compensation committee has the authority from the board of directors for the appointment, compensation and oversight of our outside compensation consultants. During 2010, the compensation committee retained the consulting firm Lyons, Benenson & Company Inc. as its consultant to assist the compensation committee with its responsibilities related to our director compensation programs. Specifically, the compensation committee directed Harvey Benenson to provide a recommendation regarding appropriate compensation for independent members of the board for their service on the board and its committees. During 2011, the compensation committee engaged Lyons, Benenson & Company to compare the Company's compensation practices with respect to its executive officers to those of comparable companies and make related recommendations to the compensation committee.

During 2010, Aon/Hewitt was also retained by our management to provide services including a review of our global pay practices and the creation of a tabular disclosure for management's use with the board of directors and compensation committee for purposes of the compensation committee's risk review described below. This consulting firm did not provide any services to the board of directors or

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the compensation committee. Aon also serves as our insurance brokerage firm. The compensation committee did not review or approve the services provided by Aon or its Hewitt division because those services were provided to management in the normal course of our operation. Aggregate fees paid to Aon/Hewitt for insurance brokerage services plus compensation consulting services were approximately $151,000 during 2010, with approximately $139,000 paid for insurance brokerage services and approximately $12,000 paid for compensation-related consulting services.

2010 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.

Risk Review

As part of its oversight of our executive compensation program, the compensation committee considers the impact of our compensation policies and practices for executives, management employees and employees generally as they relate to our risk management practices, including the incentives established for risk-taking and the manner in which risks arising out of our compensation policies and practices are monitored and mitigated and any adjustments to compensation policies and practices that should be made to address changes in our risk profile. Based on this review, the compensation committee has concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on us.

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 2010, Section 162(m) did not affect the deductibility of our 2010 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.

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Summary Compensation Table

The table below summarizes the compensation earned by or paid to our named executive officers for the years ended December 31, 2008, 2009 and 2010:

Name and Principal Position

J. Coley Clark		2010	475,000	—	387,000	237,500	—	—	1,099,500
	Chief Executive Officer	2009	475,000	—	104,186	494,000	—	—	1,073,186
	and Chairman	2008	475,000	—	120,700	—	—	—	595,700
Jeffrey D. Cushman		2010	328,846	—	270,900	164,423	—	1,478	765,647
	Senior Vice President and	2009	328,846	40,000	45,790	342,000	—	453	757,089
	Chief Financial Officer	2008	327,581	—	53,250	—	—	1,550	382,381
Mark D. Fairchild		2010	321,000	—	270,900	160,500	—	1,650	754,050
	Senior Vice President and	2009	321,000	—	45,790	333,840	—	1,605	702,235
	Chief Technology Officer	2008	279,839	—	53,250	—	—	47,890	380,979
Michael D. Fallin(7)		2010	325,000	—	270,900	—	—	1,650	597,550
	Senior Vice President and	2009	325,000	—	45,790	338,000	—	1,625	710,415
	President, Americas	2008	325,000	—	53,250	—	—	1,550	379,800
Michael D. Peplow(8)		2010	270,743	—	270,900	154,710	72,199	—	768,552
	Senior Vice President and	2009	263,251	—	—	309,160	78,007	—	650,418
	President, EMEA	2008	284,917	19,997	53,250	—	47,894	19,071	425,129

(1): The amount in the table represents a discretionary bonus awarded by the compensation committee.
(2): On December 23, 2008, the named executive officers exchanged all previously granted options (totaling 743,335 options) for a total of 181,302 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 2008, 2009 and 2010. 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 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. See "Management's Discussion and Analysis—Critical Accounting Policies—Stock-Based Compensation" for a discussion of the assumptions used to calculate the fair value of such awards.
(4): Amounts shown represent the amounts earned under our annual incentive plans for 2008, 2009 and 2010. The amounts paid under the 2009 and 2010 annual incentive plans were based on achievement of target levels of EBITDA. No amounts were paid under the 2008 annual incentive plan.
(5): Represents the increase in the actuarial present value of pension benefits between each of December 31, 2008, 2009 and 2010 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, 2010 are as follows:

Name	401(k) Savings Plan		Automobile		Severance Payments		Total

J. Coley Clark	$	—	$	—	$	—	$	—
Jeffrey D. Cushman	$	1,478	$	—	$	—	$	1,478
Mark D. Fairchild	$	1,650	$	—	$	—	$	1,650
Michael D. Fallin	$	1,650	$	—	$	—	$	1,650
Michael D. Peplow	$	—	$	—	$	—	$	—

(7): Mr. Fallin's employment with us ended on February 11, 2011.
(8): The amounts paid to Mr. Peplow were paid in Pounds Sterling and were converted to U.S. Dollars using the weekly average conversion rate for 2008, 2009 and 2010, respectively.

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Grants of Plan-Based Awards

The following table shows grants of plan-based awards to the named executive officers for the year ended December 31, 2010 under non-equity and equity plans.

				Estimated Future Payouts Under Non-equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)

																	Grant Date Fair Value of Stock Awards ($)(4)
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)			Grant Date Fair Value of Stock Awards ($)(4)
J. Coley Clark		01-11-2010	(1)		—		—		—		—		50,000		50,000	50,000		387,000
		N/A			—		475,000		237,500		—
Jeffrey D. Cushman		01-11-2010	(1)		—		—		—		—		35,000		35,000	35,000		270,900
		N/A			—		328,846		164,423		—
Mark D. Fairchild		01-11-2010	(1)		—		—		—		—		35,000		35,000	35,000		270,900
		N/A			—		321,000		160,500		—
Michael D. Fallin		01-11-2010	(1)		—		—		—		—		35,000		35,000	35,000		270,900
		N/A			—		325,000		—		—
Michael D. Peplow		01-11-2010	(1)		—		—		—		—		35,000		35,000	35,000		270,900
		N/A			—		309,420		154,710		—

(1): All awards of restricted stock on this date were granted under our 2007, 2008 and 2009 Equity Incentive Plans.
(2): Represents actual payout levels under our 2010 annual incentive plan for 2010 performance. The amounts paid under the 2010 annual incentive plan were based on the achievement of target levels of EBITDA.
(3): These performance-based restricted stock grants vest as follows: (a) beginning with 2010 and ending with 2012, one-third of the restricted stock vests for each 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 year in which the annual performance targets were not achieved, such portion will vest if in the subsequent year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award).
(4): The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted to our named executive officers under the 2007, 2008 and 2009 Equity Incentive Plans.

The following table summarizes the restricted share activities of our Equity Incentive Plans and 2007 Director Plan for the year ended December 31, 2010:

		Grant date fair value

Shares of restricted stock granted on January 11, 2010	679,162	$	7.74
Shares of restricted stock granted on September 1, 2010	145,800	$	5.00

On February 17, 2011, there were 287,000 shares of restricted stock granted under our 2009 Equity Incentive Plan, with a grant date fair value of $4.74. On April 28, 2011, there were 79,115 shares of restricted stock granted under our 2007 Director Plan, and 20,000 shares of restricted stock granted under our 2008 Equity Incentive Plan, each with a grant date fair value of $4.74. On June 22, 2011, there were 290,000 shares of restricted stock granted under our 2009 Equity Incentive Plan, with a grant date fair value of $4.74.

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 (or February 17, 2011 for Ms. Allen) 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 (125% for Mr. Clark), participation in our benefit plans and programs in effect from time to time, and reimbursement of all reasonable and necessary business out-of-pocket expenses

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incurred in connection with the officer's performance of his or her 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 salary for 2010 for each of our named executive officers was as follows: J. Coley Clark—$475,000; Jeffrey D. Cushman—$328,846; Mark D. Fairchild—$321,000; Michael D. Fallin—$325,000; and Michael D. Peplow—£175,000. Each officer is also entitled to various "gross-up" payments for certain excise taxes he or she may incur in connection with his or her compensation or any severance payments.

Under the employment agreements, the 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 "—Potential Payments Upon Termination or Change of Control" located elsewhere in this section. In addition, Mr. Clark's employment agreement provides that his equity awards shall immediately vest and, if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011 provided he gives at least three months prior notice of such termination.

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 incentive bonus percentage to less than 100% of base salary (or 125% for Mr. Clark); (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 "—Potential Payments Upon Termination or Change of Control" located elsewhere in this section.

Each employment agreement contains a provision prohibiting the solicitation of our clients 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.

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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 Incentive 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 Incentive 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 Incentive 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 executive 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.

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 award; and
•: the number of shares attached to any award.

As of June 22, 2011, there were 1,157,398 shares of restricted stock outstanding under the 2007 Equity Incentive Plan and no outstanding stock options. There are currently 94,602 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.

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The 2008 Equity Incentive 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 executive officer will vest immediately.

The Committee may designate restricted stock awards as "qualified performance based compensation" under Section 162(m) 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 award; and
•: the number of shares attached to any award.

As of June 22, 2011, there were 306,433 shares of restricted stock and no stock options outstanding under the 2008 Equity Incentive Plan. There are 26,901 shares remaining for issuance under the 2008 Equity Incentive Plan.

2009 Equity Incentive Plan. Our 2009 Equity Incentive Plan was approved by our board of directors in December 2009 and has a 10 year term.

Our 2009 Equity Incentive Plan authorizes awards of up to 1,500,000 shares of our common stock. Awards covering more than 250,000 shares of common stock may not be granted to any participant in any calendar year.

Our 2009 Equity Incentive Plan provides for the issuance of three types of awards: stock options, restricted stock, and, at the discretion of our compensation committee, other stock-based awards. Our employees, consultants and non-employee directors are eligible to receive awards under the 2009 Equity Incentive Plan. The stock options issued under the 2009 Equity Incentive Plan shall be non-qualified stock options.

Unless otherwise determined by the compensation committee, recipients of restricted stock pursuant to the 2009 Equity Incentive Plan 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 executive officer will vest immediately.

The 2009 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.

The 2009 Equity Incentive Plan is administered by our compensation committee, which has the authority to select the recipients of the awards and to determine the following:

•: the terms and conditions of the award;

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•: the vesting dates of any award;
•: the term of period of exercisability of any award;
•: any adjustments to awards on account of a change of control;
•: the exercise price or purchase price of any award; and
•: the number of shares attached to any award.

As of June 22, 2011, there were 1,020,664 shares of restricted stock outstanding under the 2009 Equity Incentive Plan and no outstanding stock options. There are 479,336 shares remaining for issuance under the 2009 Equity Incentive Plan.

Outstanding Equity Awards

	Stock Awards

Name	Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1)
J. Coley Clark		11,334	(2)		56,670		48,238	(6)		241,190
		10,167	(3)		50,835		13,556	(7)		67,780
		90,000	(4)		450,000		80,000	(8)		400,000
		25,000	(5)		125,000		25,000	(9)		125,000
Jeffrey D. Cushman		5,000	(2)		25,000		18,157	(6)		90,785
		4,417	(3)		22,085		5,889	(7)		29,445
		37,500	(4)		187,500		33,333	(8)		166,665
		17,500	(5)		87,500		17,500	(9)		87,500
Mark D. Fairchild		5,000	(2)		25,000		18,157	(6)		90,785
		4,417	(3)		22,085		5,889	(7)		29,445
		37,500	(4)		187,500		33,333	(8)		166,665
		17,500	(5)		87,500		17,500	(9)		87,500
Michael D. Fallin		5,000	(2)		25,000		18,157	(6)		90,785
		4,417	(3)		22,085		5,889	(7)		29,445
		37,500	(4)		187,500		33,333	(8)		166,665
		17,500	(5)		87,500		17,500	(9)		87,500
Michael D. Peplow		5,000	(2)		25,000		18,157	(6)		90,785
		4,417	(3)		22,085		5,889	(7)		29,445
		37,500	(4)		187,500		33,333	(8)		166,665
		17,500	(5)		87,500		17,500	(9)		87,500

(1): As of December 31, 2010, our common stock was not traded on any public market. However, in December 2010, we determined that the fair value of our common stock was $5.00 per share. We have used this per share valuation in calculating the market value of our shares as of December 31, 2010 as there have not been any significant changes to our business operations since such valuation was performed.
(2): 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

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control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control."

(3): 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 "—Potential Payments upon Termination or Change of Control."
(4): These restricted stock awards were granted under our 2007 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 March 6, 2009. 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 "—Potential Payments upon Termination or Change of Control."
(5): These restricted stock awards were granted under our 2009 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 January 11, 2010. 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 "—Potential Payments upon Termination or Change of Control."
(6): These restricted stock awards were granted under our 2007 Equity Incentive Plan and vest as follows: (a) beginning with year 2009 and ending with year 2011, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent 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 "—Potential Payments upon Termination or Change of Control." The targets for vesting require significant yearly growth in revenue and EBITDA and have been and will continue to be challenging for us to achieve.
(7): These restricted stock awards were granted under our 2008 Equity Incentive Plan and vest as follows: (a) beginning with year 2009 and ending with year 2011, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent 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 "—Potential Payments upon Termination or Change of Control." The targets for vesting require significant yearly growth in revenue and EBITDA and have been and will continue to be challenging for us to achieve.
(8): These restricted stock awards were granted under our 2007 Equity Incentive Plan and vest as follows: (a) beginning with year 2009 and ending with year 2011, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the

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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 "—Potential Payments upon Termination or Change of Control." The targets for vesting require significant yearly growth in revenue and EBITDA and have been and will continue to be challenging for us to achieve.

(9): These restricted stock awards were granted under our 2009 Equity Incentive Plan and vest as follows: (a) beginning with year 2010 and ending with year 2013, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent 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 "—Potential Payments upon Termination or Change of Control." The targets for 2010 through 2013 require significant yearly growth in revenue and EBITDA and will be challenging for us to achieve.

Stock Vested

The following table sets forth certain information regarding the vesting of restricted stock during the year ended December 31, 2010 for each of our named executive officers.



J. Coley Clark	117,315	608,253
Jeffrey D. Cushman	48,400	251,632
Mark D. Fairchild	48,400	251,632
Michael D. Fallin	48,400	251,632
Michael D. Peplow	48,400	251,632

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

Pension Benefits

The following table sets forth certain information regarding our pension plan providing for payments or other benefits at, following or in connection with retirement, as of December 31, 2010, for each of our named executive officers.

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

J. Coley Clark	N/A	—	$	—	$	—
Jeffrey D. Cushman	N/A	—		—		—
Mark D. Fairchild	N/A	—		—		—
Michael D. Fallin	N/A	—		—		—
Michael D. Peplow	BancTec Limited Pension Scheme	13		365,590		—

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

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BancTec Limited Retirement Benefits Scheme

The BancTec Limited Retirement Benefits Scheme is a defined benefit or final salary pension scheme under which members receive a pension for life, and/or in certain circumstances a lump sum, based on the length of their scheme membership and their earnings at or near retirement or earlier leaving. The BancTec Limited Retirement Benefits Scheme has existed since at least April 1, 1977 and 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 2.0% per annum.

Normal retirement age is age 60 for members who joined the scheme prior to April 1, 1980, and is age 65 for members who joined thereafter. The pension amounts are as follows: for service up to March 31, 1977, 1/120th 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 relating to pensionable service accrued prior to October 1, 1999 receive increases at the rate of 5% per annum, pensions relating to pensionable service accrued from October 1, 1999 will increase at the rate of the increase in the Retail Prices Index subject to a maximum of 5% per annum and pensions relating to pensionable service accrued on or after July 1, 2005 will increase at the rate of the increase in the Retail Price Index subject to a maximum of 2.5% 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 or her 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 April 1st of the year following the end of the calendar year to which such

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bonus relates. Additionally, Mr. Clark's employment agreement provides that his equity awards shall immediately vest, and if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011, provided he gives at least three months prior notice of such termination.

In the event of a resignation for good reason or a termination without cause at the request of any third party participating in or causing a change of control or at any time within 12 months after a change of control, the 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 to be paid in a lump sum within fourteen calendar days after termination. 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, 2010:

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		Salary	$	950,000	$	950,000	$	950,000
	Chief Executive Officer and	Bonus		1,425,000		1,425,000		1,425,000
	Chairman of the Board of	Health/Medical		23,165		23,165		23,165
	Directors	Equity Award Vesting		—		1,516,475		1,516,475
Jeffrey D. Cushman		Salary	$	328,846	$	328,846	$	328,846
	Senior Vice President and	Bonus		328,846		328,846		657,692
	Chief Financial Officer	Health/Medical		35,848		35,848		35,848
		Equity Award Vesting		—		696,480		696,480
Mark D. Fairchild		Salary	$	321,000	$	321,000	$	321,000
	Senior Vice President and	Bonus		321,000		321,000		642,000
	Chief Technology Officer	Health/Medical		33,541		33,541		33,541
		Equity Award Vesting		—		696,480		696,480
Michael D. Fallin(5)		Salary	$	325,000	$	325,000	$	325,000
	Senior Vice President and	Bonus		325,000		325,000		650,000
	President, Americas	Health/Medical		35,848		35,848		35,848
		Equity Award Vesting		—		696,480		696,480
Michael D. Peplow		Salary	$	270,742	$	270,742	$	270,742
	Senior Vice President and	Bonus		270,742		270,742		541,484
	President, EMEA	Health/Medical		2,216		2,216		2,216
		Equity Award Vesting		—		696,480		696,480

(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 2011 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 value of the stock as of December 31, 2010 by the number of shares of unvested restricted stock subject to accelerated vesting as a result of the executive's termination for "good reason" or termination by us without "cause." 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.

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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.

: 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 year's audit by the audit committee of the board of directors or by April 1st 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): Mr. Clark's employment agreement provides that his equity awards shall immediately vest, and if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011, provided he gives at least three months prior notice of such termination.
(5): Mr. Fallin's employment with us ended February 11, 2011.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information as of June 22, 2011 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; (d) all of our executive officers and directors as a group; and (e) each of the selling stockholders.

To our knowledge, each such selling stockholder acquired its shares in connection with our June 2007 Recapitalization, or through subsequent transactions occurring in The PORTAL Market. Except as noted below, to our knowledge, none of the selling stockholders has, or has had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than their ownership of shares described below. Certain selling stockholders may be deemed to be "underwriters" as defined in the Securities Act. Any profits realized by such selling stockholders may be deemed to be underwriting commissions. Each of the selling stockholders listed below has voting and dispositive power with respect to the shares to be offered for resale by such selling stockholder, and, except as noted below, none of such selling stockholders are broker-dealers or an affiliate of a broker-dealer.

The number of shares and percentage of shares beneficially owned is based on 18,015,824 shares of common stock outstanding as of June 22, 2011, which includes 15,525,077 shares of common stock issued in our June 2007 Recapitalization, 2,484,495 shares of restricted stock granted to management, employees and non-employee directors pursuant to our Equity Incentive Plans (889,605 of which have vested) and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, but does not include 317,895 restricted stock units granted under our 2007 Director Plan, in each case issued and outstanding, as of June 22, 2011. No shares of preferred stock were outstanding as of June 22, 2011. The table also lists the applicable percentage of shares beneficially owned based on 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 June 22, 2011. Unless otherwise indicated, the address of each executive officer and director is c/o BancTec, Inc., 2701 East Grauwyler Road, Irving, Texas, 75061.

	Shares Beneficially Owned Prior to Offering				Shares Beneficially Owned After Offering

	Shares Beneficially Owned Prior to Offering			Shares Being Offered	Shares Beneficially Owned After Offering
Name of Beneficial Owner	Number		Percentage	Shares Being Offered	Number	Percentage
5% Stockholders:
Cedar Hill Capital Master Fund (1) 445 Park Ave., 5th Floor New York, NY 10022		2,160,501	12.0%
Paulson & Co. Inc.(2) 1251 Ave of the Americas, 50th Floor New York, NY 10020		1,500,001	8.3%
Point Lobos Capital, LLC (3) 456 Montgomery St., 22nd Floor San Francisco, CA 94104		2,600,084	14.4%
Jaime Lester 330 East 33rd St. Apt. 12M New York, NY 10016		1,161,149	6.4%

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	Shares Beneficially Owned Prior to Offering					Shares Beneficially Owned After Offering

	Shares Beneficially Owned Prior to Offering				Shares Being Offered	Shares Beneficially Owned After Offering
Name of Beneficial Owner	Number			Percentage	Shares Being Offered	Number	Percentage
Solas Capital Management LLC (4) 405 Park Avenue New York, NY 10022		1,046,033		5.8%
King Street Capital Management, L.P. (5) 65 East 55th St., 30th Floor New York, NY 10022		1,041,795		5.8%
Executive Officers and Directors:
J. Coley Clark		136,119	(6)	*
Felipe F. Atela		2,084		*
R. Randolph Devening		2,084		*
Thomas M. Dunning		—		*
Gary J. Fernandes		—		*
John R. Harris		2,084		*
Jeffrey D. Cushman		48,577	(7)	*
Michael D. Peplow		82,483	(8)	*
Michael D. Fallin		128,256		*
Mark D. Fairchild		49,455	(7)	*
All executive officers and directors as a group (13 persons)		479,782		2.7
Selling Stockholders:

*: less than one percent
(1): We have been advised that Cedar Hill Capital Partners, LLC ("IM") acts as the investment manager of Cedar Hill Capital Partners Master Fund, LP. Cedar Hill Capital GP I, LLC ("GP I") and Cedar Hill Capital GP II, LLC ("GP II") act as the general partners of Cedar Hill Capital Master Fund, LP. IM, GP I and GP II have dispositive and voting power over the shares listed above. The controlling persons of IM are Emil Woods and Charles Cascarilla. The controlling person of GP I is Emil Woods. The controlling person of GP II is Charles Cascarilla.
(2): Includes 1,011,442 shares held by Paulson Advantage Plus Master Ltd., representing approximately 5.6% of our common stock and 488,559 shares held by Paulson Advantage Master Ltd.
(3): Includes 2,067,530 shares held by Point Lobos Master Fund, LP, representing approximately 11.5% of our common stock. We have been advised that Point Lobos Capital, LLC is the General Partner of Point Lobos Master Fund, L.P. As such, Point Lobos Master Fund, LP may be deemed to beneficially own the 2,067,530 shares of common stock held by Point Lobos Master Fund, LP.
(4): Includes 477,877 shares of common stock held by Solas Capital Partners, LP, 557,500 shares held by Blackwell Partners LLC and 10,656 shares held by Frederick Tucker Golden. We have been advised that Solas Capital Management LLC is the investment manager for Solas Capital Partners, L.P. and Blackwell Partners, LLC. Frederick Tucker Golden and Anand Atre are the managing members of Solas Capital Management LLC.
(5): We have been advised that of the shares listed as beneficially owned by King Street Capital, 333,461 shares are held by King Street Capital, L.P. ("KSC") and 708,334 shares are held by King Street Master Capital Fund, Ltd. ("KS Master Capital"). Each of KSC and KS Master Capital have delegated investment advisory responsibilities to King Street Capital Management, L.P. Brian J. Higgins and O. Francis Biondi, Jr. are each managing members of King Street Capital Management GP, L.L.C., the general partner of King Street Management, L.P. and therefore may be deemed to share voting power and investment control over the shares held by each of KSC and KS Master Capital.
(6): Includes 7,210 shares of restricted stock that vested on June 27, 2011. Excludes 4,122 shares of restricted stock that vested on June 27, 2011 that were withheld for tax purposes.
(7): Includes 3,181 shares of restricted stock that vested on June 27, 2011. Excludes 1,819 shares of restricted stock that vested on June 27, 2011 that were withheld for tax purposes.
(8): Includes 5,000 shares of restricted stock that vested on June 27, 2011.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Employment Agreements

We have entered into employment agreements with each of our named executive officers. For more information regarding these agreements, see "Executive Compensation—Narrative Disclosure to Summary Table and Grants of Plan Based Awards—Employment Agreements" and "Executive Compensation—Potential Payments Upon Termination or Change of Control."

Indemnification Agreements

We entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys' fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person's services as a director or executive officer.

Related Party Transactions

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 until July 14, 2010. 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, which has since expired and been replaced by a new lease agreement dated October 1, 2009, with 3724 Dacoma Partners Ltd. ("3724 Dacoma") for 16,200 square feet of an office building in Houston, Texas, which expires on September 30, 2012, and has 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 $642,685 and $840,000, 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.

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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.

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 June 22, 2011, we had a total of 18,015,824 shares of common stock outstanding held of record by 347 stockholders. 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 $2.50 per share. The last reported sales price per share of our common stock effected through The PORTAL Market, which occurred on April 29, 2011, was $4.50.

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) no default or event of default exists at the time of or would arise as a result of such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million.

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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.

Stockholder Rights Plan

Our board of directors adopted a stockholder rights plan in October 2010 and declared a dividend distribution of one preferred stock purchase right for each outstanding share of our common stock. Each preferred stock purchase right, once exercisable, will entitle the holder (other than rights owned by an acquiring person or group) to buy one one-thousandth of a share of our Series A Junior Participating Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), at a price of $20.00, subject to adjustments. The rights will expire on December 31, 2014.

The purpose of our stockholder rights plan is to:

•: give our board of directors the opportunity to negotiate with any persons seeking to obtain control of us;
•: deter acquisitions of voting control of us without assurance of fair and equal treatment of all of our stockholders; and
•: prevent a person from acquiring in the market a sufficient amount of voting power over us to be in a position to block an action sought to be taken by our stockholders.

The exercise of the rights under our rights plan would cause substantial dilution to a person attempting to acquire us on terms not approved by our board of directors and therefore would significantly increase the price that person would have to pay to complete the acquisition. Our rights plan may deter a potential acquisition or tender offer.

Until a distribution date, as defined therein, occurs, the rights will:

•: not be exercisable;

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•: be represented by the same certificate that represents the shares with which the rights are associated; and
•: trade together with those shares.

Following a distribution date, the rights would become exercisable and we would issue separate certificates representing the rights, which would trade separately from the shares of our common stock.

A distribution date would occur upon the earlier of:

•: ten days after a public announcement that a person has become an acquiring person, as defined therein; or
•: ten business days (or such later date as may be determined by action of our board of directors prior to such time as any person becomes an acquiring person) after a person commences a tender or exchange offer that, if successful, would result in the person becoming an acquiring person.

If any person becomes an acquiring person, each holder of a right, other than the acquiring person, will be entitled to purchase, for the purchase price, a number of our shares of common stock (in lieu of Series A Preferred Stock) determined by multiplying the then current exercise price by the number of one one-thousandths of a share of Series A Preferred Stock for which a right is exercisable and dividing that by 50% of the then current per share market price of our common stock.

If, following a public announcement that a person has become an acquiring person:

•: we merge or enter into any similar business combination transaction and we are not the surviving corporation; or
•: 50% or more of our assets or earning power is sold or transferred,

each holder of a right, other than the acquiring person, will be entitled to purchase (in lieu of Series A Preferred Stock), for the purchase price, a number of shares of common stock of such person determined by multiplying the exercise price by the number of one one-thousandths of a share of Series A Preferred Stock for which a right is then exercisable and dividing that product by 50% of the then current per share market price of the common stock of such other person.

After a person becomes an acquiring person, but prior to such person acquiring 50% of our outstanding shares of common stock, our board of directors may exchange the rights, other than rights owned by the acquiring person, at an exchange ratio of one share of common stock for each such right.

At any time until a person has become an acquiring person, our board of directors may redeem all of the rights at a redemption price of $0.001 per right, subject to adjustments. On the redemption date, the rights will expire and the only entitlement of the holders of rights will be to receive the redemption price.

A holder of rights will not, as such, have any rights as our stockholder, including rights to vote or receive dividends.

Our board of directors may amend the provisions of our rights plan without the approval of any holders of the rights in order to:

•: cure any ambiguity;
•: correct or supplement any provision contained in the rights plan which may be defective or inconsistent with any other provisions in the rights plan; or
•: make any other provisions with respect to the rights which the corporation may deem necessary or desirable,

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provided, that no amendment (i) adopted after a person becomes an acquiring person may adversely affect the interests of the holders of rights or (ii) shall reduce the threshold for becoming an acquiring person to less than 10%.

The distribution of the rights will not be taxable to our stockholders or us. Our stockholders may recognize taxable income when the rights become exercisable for our common stock or the common stock of an acquiring company.

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 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 directors against certain liabilities that may arise by reason of their status or service as our directors or officers or otherwise serve at our request 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 directors include, among others, liability arising from acts or omissions: (a) in the event of claims initiated or voluntarily brought by the 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 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 directors against court determined expenses even if a director is adjudged to be liable to us, if such indemnification is not prohibited by applicable law. Furthermore, our 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

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alleging a scheme to commit fraud; provided, however, that any amounts advanced must be repaid if it is determined that the 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 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

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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 shares of common stock outstanding (or shares if the underwriters exercise their over-allotment option in full). The number of shares outstanding after this offering is based on 18,015,824 shares of common stock outstanding as June 22, 2011. This includes 2,484,495 shares of restricted stock granted pursuant to our Equity Incentive Plans (889,605 of which have vested), and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, and excludes 317,895 restricted stock units granted pursuant to the 2007 Director Plan, in each case issued and outstanding as of June 22, 2011. 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
•: 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 12.25% 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 shares of common stock issuable under our 2007 Equity Incentive Plan, approximately shares of common stock issuable under the 2008 Equity Incentive Plan, approximately shares of common stock issuable under our 2009 Equity Incentive Plan and approximately shares of common stock issuable under our 2007 Director Plan. As of , 2011, we had 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.

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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 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 William Blair & Company, L.L.C., 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

The Underwriters named below have agreed, subject to the terms and conditions set forth in the underwriting agreement by and among the underwriters, the selling stockholders and us, to purchase from the selling stockholders and us the respective number or shares of common stock set forth opposite each underwriter's name in the table below. William Blair & Company, L.L.C., Needham & Company, LLC and D.A. Davidson & Co. are acting as representatives of the underwriters named below.

Underwriters			Number of Shares of Common Stock

William Blair & Company, L.L.C.
Needham & Company, LLC
D.A. Davidson & Co.

	Total

This offering will be underwritten on a firm commitment basis. In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set forth therein, to purchase the shares of common stock being sold pursuant to this prospectus at a price per share equal to the public offering price less the underwriting discount specified on the cover page of this prospectus. According to the terms of the underwriting agreement, 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. In the event of default by any underwriter, in certain circumstances, the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

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 will offer the shares subject to prior sale and subject to receipt and acceptance of the shares by the underwriters. The underwriters may reject any order to purchase shares in whole or in part. The underwriters expect that we and the selling stockholders will deliver the shares to the underwriters through the facilities of The Depository Trust Company in New York, New York on or about , 2011. At that time, the underwriters will pay us and the selling stockholders for the shares in immediately available funds. After commencement of the public offering, the underwriters may change the public offering price and other selling terms.

We have granted to the underwriters an option, exercisable in whole or in part within 30 days after the date of the underwriting agreement to purchase up to an aggregate of additional shares of common stock at the same price per share to be paid by the underwriters for the other shares offered hereby at the public offering price less the underwriting discount and commissions exercisable solely for the purpose of covering over-allotments, if any. The underwriters may exercise the option only for the purpose of covering excess sales, if any, made in connection with the distribution of the shares of common stock offered hereby. 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. The underwriters will offer any additional shares that they purchase on the terms described above.

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The following table summarizes the compensation to be paid by us and the selling stockholders to the underwriters. This information assumes 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 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 William Blair & Company, L.L.C., subject to certain specified exceptions.

The restricted periods described above are subject to extension under limited circumstances. In the event either: (a) during the last 17 days of the applicable restricted period, we issue 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 periods, 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.

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.

In connection with this offering, the underwriters and other persons participating in this offering may engage in transactions which affect the market price of the common stock. These may include stabilizing and over-allotment transactions and purchases to cover syndicate short positions. Stabilization transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock. An over-allotment, or short sale, involves selling more shares of common stock in this offering than are specified on the cover page of this prospectus, which results in a syndicate short position. The underwriters may cover this short position by purchasing common stock in the open market or by exercising all or part of their over-allotment option. If the underwriters sell more shares than they have the right to purchase from us pursuant to the underwriting agreement, 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 a downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, the representatives may impose a penalty bid. This allows the representative to reclaim the selling concession allowed to an underwriter or selling

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group member if shares of common stock sold by such underwriter or selling group member in this offering are repurchased by the representative in stabilizing or syndicate short covering transactions. Theses transactions may stabilize, maintain or otherwise affect the market price of the common stock and could cause the price to be higher than it would be without these transaction. The underwriters and other participants in this offering are not required to engage in any of these activities and may discontinue any of these activities at any time without notice. We and the underwriters make no representation or prediction as to whether the underwriters will engage in such transactions or choose to discontinue any transactions engaged in or as to the direction or magnitude of any effect that theses transactions may have on the price of our common stock

Prior to this offering, there has been no public market for our common stock. Consequently, we, the selling stockholders, and the representatives of the underwriters have negotiated to determine the initial public offering price. We and they have considered current market conditions, our operating results in recent periods, the market capitalization of other companies in our industry and estimates of our potential.

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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

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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 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.

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Recent Legislation

Recently enacted legislation will impose certain increased certification requirements and information reporting on certain foreign financial institutions, investment funds and other non-U.S. persons with respect to their direct and indirect U.S. stockholders and/or U.S. accountholders. In the event of noncompliance with the revised certification requirements, a 30% withholding tax could be imposed on payments to non-U.S. holders of dividends or sales proceeds. We will not pay any additional amounts to such holders in respect of any amounts withheld. Such provisions will generally apply to payments made after December 31, 2012. The IRS has issued two preliminary notices concerning these requirements, but it cannot be predicted in what form this legislation will be further implemented. Prospective investors should consult their own tax advisors regarding this new legislation.

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 report of Deloitte & Touche on our consolidated financial statements for the fiscal year ended December 31, 2008 did not contain any adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principles. During our fiscal year ended December 31, 2008 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 report on our audited consolidated financial statements. During the fiscal year ended December 31, 2008 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 year 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 has been filed as Exhibit 16.1 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 and schedule of BancTec, Inc. as of December 31, 2010 and 2009 and for the years then ended have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of BancTec, Inc. for the year ended December 31, 2008 and the related financial statement schedule for the year ended December 31, 2008 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing elsewhere in the registration statement. Such consolidated financial statements and financial statement schedule are 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 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE


Annual Consolidated Financial Statements of BancTec, Inc.:
Report of Independent Registered Public Accounting Firm for 2010 and 2009 audits		F-2
Report of Independent Registered Public Accounting Firm for 2008 audit		F-3
Consolidated Balance Sheets at December 31, 2010 and 2009		F-4
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		F-6
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2010, 2009 and 2008		F-7
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2010, 2009 and 2008		F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		F-9
Notes to the Consolidated Financial Statements		F-10
Condensed Consolidated Balance Sheets at March 31, 2011 and December 31, 2010 (Unaudited)		F-54
Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010 (Unaudited)		F-55
Condensed Consolidated Statement of Stockholders' Equity (Unaudited)		F-56
Condensed Consolidated Statements of Cash Flow for the three months ended March 31, 2011 and 2010 (Unaudited)		F-57
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-58
Financial Statement Schedule		S-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
BancTec, Inc.:

We have audited the accompanying consolidated balance sheet of BancTec, Inc. and subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' equity, comprehensive income (loss), and cash flows for the years then ended. In connection with our audit of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index as of December 31, 2010 and 2009 and for the years then ended. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BancTec, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, Texas
April 29, 2011

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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 statements of operations, stockholders' equity, comprehensive income (loss), and cash flows of BancTec, Inc. and subsidiaries (the "Company") for the year ended December 31, 2008. Our audit also included the financial statement schedule of the Company for the year ended December 31, 2008 listed in the Index at F-1. These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of BancTec, Inc. for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule for the year ended December 31, 2008, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Dallas, Texas
June 19, 2009

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BANCTEC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 31,

			2010			2009
CURRENT ASSETS:
	Cash and cash equivalents		$	15,007		$	9,866
	Accounts receivable, less allowance for doubtful accounts of $1,023 and $855, respectively			56,827			55,445
	Inventories, net			11,462			12,894
	Prepaid expenses			7,784			5,549
	Income taxes receivable			3,271			—
	Other current assets			1,187			376

		Total current assets		95,538			84,130
PROPERTY, PLANT AND EQUIPMENT, AT COST:
	Land			874			874
	Field support spare parts			31,341			28,970
	Systems and software			84,949			67,927
	Machinery and equipment			27,917			32,335
	Furniture, fixtures and other			9,342			6,588
	Buildings			25,878			24,643
	Construction in process			1,214			5,173

				181,515			166,510
	Less accumulated depreciation and amortization			(145,694	)		(131,264	)

		Property, plant and equipment, net		35,821			35,246
OTHER ASSETS:
	Goodwill			47,024			30,731
	Other intangible assets, net			15,731			11,355
	Outsourcing contract costs, net			11,665			13,902
	Deferred tax assets			7,570			9,907
	Other assets			8,688			5,748

	Total other assets			90,678			71,643

TOTAL ASSETS			$	222,037		$	191,019

See notes to consolidated financial statements.

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BANCTEC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 31,

			2010			2009
CURRENT LIABILITIES:
	Current obligations under long-term debt		$	46,315		$	31,430
	Trade accounts payable			15,914			13,787
	Other accrued expenses and liabilities			47,640			33,126
	Deferred revenue			19,127			11,399
	Income taxes payable			—			222
	Liabilities of discontinued operations held for sale			866			387

		Total current liabilities		129,862			90,351
OTHER LIABILITIES:
	Long-term debt, less current portion			15,428			6,133
	Pension liability			13,102			19,274
	Other liabilities			6,884			6,469
	Deferred tax liability			1,867			—

		Total other liabilities		37,281			31,876

		Total liabilities		167,143			122,227
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
	Preferred stock, par value $0.01 per share—10,000,000 shares authorized and 0 outstanding as of December 31, 2010 and 2009			—			—
	Series A Junior Participating Preferred Stock, par value $0.01 per share—1,000,000 shares authorized and 0 outstanding as of December 31, 2010 and 2009			—			—
	Common stock—authorized, 100,000,000 shares of $.01 par value at December 31, 2010 and 2009
		Issued 17,795,367 shares, outstanding 17,534,082 shares at December 31, 2010;
		Issued 17,085,149 shares, outstanding 17,055,223 shares at December 31, 2009		176			171
	Additional paid-in capital			441,509			434,399
	Treasury stock			(863	)		(232	)
	Accumulated deficit			(370,826	)		(348,463	)
	Accumulated other comprehensive loss:
		Foreign currency translation adjustment		(9,943	)		(7,821	)
		Unrealized plan amendment gains, net of tax of $594 and $702, respectively		1,524			1,806
		Unrealized pension actuarial losses, net of tax of $(2,600) and $(4,306), respectively		(6,683	)		(11,068	)

	Total accumulated other comprehensive loss			(15,102	)		(17,083	)

	Total stockholders' equity			54,894			68,792

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	222,037		$	191,019

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,

		2010			2009			2008
REVENUE
	Equipment and software	$	53,500		$	71,315		$	74,434
	Software services		35,217			35,276			43,521
	Maintenance and other services		67,685			72,937			90,142
	Business process outsourcing		97,809			93,104			63,823

			254,211			272,632			271,920
COST OF SALES
	Equipment and software		37,194			43,333			49,986
	Software services		12,723			13,708			17,124
	Maintenance and other		48,543			54,930			65,707
	Business process outsourcing		87,583			85,890			62,884

			186,043			197,861			195,701

Gross profit			68,168			74,771			76,219

OPERATING EXPENSES
	Research and development		5,093			4,246			5,179
	Selling, general and administrative		77,601			69,321			79,102
	Goodwill impairment		—			—			23,442

			82,694			73,567			107,723

Operating income (loss)			(14,526	)		1,204			(31,504	)

OTHER INCOME (EXPENSE)
	Interest income		68			437			219
	Interest expense		(4,189	)		(4,241	)		(3,583	)
	Sundry, net

BANCTEC INC S-1/A