<PAGE>
     
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997
                                                    Registration No. 33-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               _________________

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

         DELAWARE                                            75-1559633
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                         4851 LBJ FREEWAY, 12TH FLOOR
                              DALLAS, TEXAS 75244
         (Address of principal executive offices, including zip code)
                             ____________________



                BANCTEC, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN

                           (Full title of the plan)

                                 TOD V. MONGAN
                       SENIOR VICE PRESIDENT, SECRETARY
                              AND GENERAL COUNSEL
                                 BANCTEC, INC.
                         4851 LBJ FREEWAY, 12TH FLOOR
                             DALLAS, TEXAS  75244
                                 (972)341-4000
           (Name, address and telephone number of agent for service)

                                   copy to:

                                 JIM A. WATSON
                            VINSON & ELKINS L.L.P.
                           3700 TRAMMELL CROW CENTER
                               2001 ROSS AVENUE
                           DALLAS, TEXAS 75201-2975
                                (214) 220-7762

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================== 
        Title of                          Proposed maximum  Proposed maximum
    securities to be       Amount to be    offering price      aggregate         Amount of
       registered           registered       per share*     offering price*   registration fee
<S>                       <C>             <C>               <C>               <C>
-----------------------------------------------------------------------------------------------
Common Stock, $.01 par
 value per share          500,000 shares            $22.50       $11,250,000         $3,409.09
 
===============================================================================================
</TABLE>

 * Estimated solely for purposes of calculating the registration fee in
   accordance with Rule 457(h) under the Securities Act of 1933, as amended, and
   based on the average of the high and low prices of the Common Stock reported
   on The New York Stock Exchange on April 17, 1997.


================================================================================
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        --------------------------------------- 

        The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by BancTec, Inc., a Delaware corporation (the
"Company'), and are incorporated herein by reference and made a part hereof:

        (a) The Company's Annual Report on Form 10-K for the year ended December
            31, 1996;

        (b) The description of the Company's Common Stock, $.01 par value per
            share, contained in the Company's Registration Statement on Form 8-A
            filed with the Commission on December 22, 1995.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date hereof and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.
        ------------------------- 

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        -------------------------------------- 

        The financial statements and schedules incorporated by reference in the
        registration statement have been audited by Arthur Andersen LLP,
        independent public accountants, as indicated in their reports to opinion
        with respect thereto, and are included herein in reliance upon the
        authority of said firm as experts in giving said reports.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        ----------------------------------------- 

        Article Eleventh of the Certificate of Incorporation of the Company
provides that the Company shall indemnify its officers and directors to the
maximum extent allowed by the Delaware General Corporation Law.  Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful.  With respect to suits
by or in the right of the Company, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Company, unless the court determines that
indemnification is appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Company also has the power to purchase and maintain insurance for its
directors and officers.  Additionally, Article Eleventh of the Certificate of
Incorporation provides that, in the event that an officer or director files suit
against the Company seeking indemnification of liabilities or expenses incurred,
the burden will be on the Company to prove that the indemnification would not be
permitted under the Delaware General Corporation Law.

        The preceding discussion of the Company's Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law.

                                       2
<PAGE>
 
        The Company has entered into indemnity agreements with its directors and
officers.  Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities at
the direction of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        ----------------------------------- 

        Not applicable.

ITEM 8. EXHIBITS.
        -------- 

        Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

        4.1  - BancTec, Inc. 1996 Employee Stock Purchase Plan, effective June
               1, 1996, filed as Exhibit 10.5 to BancTec's Annual Report on Form
               10-K for the year ended December 31, 1996, incorporated by
               reference herein.
 
        4.2  - Re-issued Letter from Tod V. Mongan dated February 6, 1997
 
        4.3  - Employee Stock Purchase Plan Brochure
 
        5.1  - Opinion of Tod V. Mongan
 
        23.1 - Consent of Independent Public Accountants, filed as Exhibit 23.1
               to BancTec's Form 10-K, incorporated by reference herein.

        24.1 - Power of Attorney (see signature pages hereto)

ITEM 9. UNDERTAKINGS.
        ------------ 

        The Company hereby undertakes:

          (1)   to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

          (i)   to include any prospectus required by section 10(a)(3) of the
        Securities Act;

          (ii)  to reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement; and

          (iii) to include any material information with respect to the plan of
        distribution not previously disclosed in the Registration Statement or
        any material change to such information in the Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference in this Registration Statement.

          (2)   That, for the purposes of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                       3
<PAGE>
 
          (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (4)   That, for purposes of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     section 13(a) or section 15(d) of the Exchange Act that is incorporated by
     reference in the Registration Statement shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (5)   Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling person in
     connection with the securities being registered, the Company will, unless
     in the opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act and will be governed by the final adjudication of such
     issue.

                                       4
<PAGE>
 
                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 14th day of April,
1997.

                                        BANCTEC, INC.


                                        By:  /s/ Grahame N. Clark, Jr.
                                           -------------------------------------
                                           Grahame N. Clark, Jr.
                                           Chairman of the Board
                                           and Chief Executive Officer


   Each person whose signature appears below authorizes Grahame N. Clark, Jr.
and Tod V. Mongan, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Company and to file any amendments to this Registration
Statement necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney may deem appropriate.
<TABLE>
<CAPTION>
 
        Signature                         Capacity                           Date
        ---------                         --------                           ----
<S>                           <C>                                     <C>
 
/s/Grahame N. Clark, Jr.      Chairman of the Board, President and        April 14, 1997
----------------------------  Chief Executive Officer and Director
    Grahame N. Clark, Jr.     (Principal Executive Officer)
 
/s/Raghavan Rajaji            Senior Vice President, Chief Financial      April 14, 1997
----------------------------  Officer and Treasurer (Principal Financial
    Raghavan Rajaji           and Accounting Officer)
 
/s/Michael D. Kubic           Vice President and Corporate Controller     April 14, 1997
----------------------------  (Principal Accounting Officer)
    Michael D. Kubic
                          

                              Director                                    April 14, 1997
----------------------------
    Michael E. Faherty

/s/Paul J. Ferri              Director                                    April 14, 1997
----------------------------
    Paul J. Ferri

/s/Rawles Fulgham             Director                                    April 14, 1997
----------------------------
    Rawles Fulgham

/s/Thomas G. Kamp             Director                                    April 14, 1997
----------------------------
    Thomas G. Kamp

/s/A.A. Meitz                 Director                                    April 14, 1997
----------------------------
    A. A. Meitz

</TABLE> 

                                       5
<PAGE>
 
<TABLE> 
<CAPTION> 

<S>                           <C>                                        <C>
                              Director                                    April 14, 1997
----------------------------
    Michael A. Stone

/s/Norton A. Stuart, Jr.      Director                                    April 14, 1997
----------------------------
    Norton A. Stuart, Jr.
 
                              Director                                    April 14, 1997
/s/Merle J. Volding
----------------------------
    Merle J. Volding
</TABLE>

                                       6
<PAGE>
 
                                 EXHIBIT INDEX
 
 
                                                                      Sequential
Exhibit      Description of Exhibit                                    Page No.
-------      ----------------------                                   ----------
 
4.2     --  Re-issued Letter from Tod V. Mongan dated February 6, 1997
 
4.3     --  Employee Stock Purchase Plan Brochure

5.1     --  Opinion of Tod V. Mongan
 
23.1    --  Consent of Independent Public Accountants
 
23.2    --  Consent of Independent Accountants

24.1    --  Power of Attorney (see signature pages hereto)

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17529}]
{"company-data": {"conformed-name": "BANCTEC INC", "cik": "0000318378", "assigned-sic": "3577", "irs-number": "751559633", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25509", "film-number": "97583855"}, "business-address": {"street1": "4435 SPRING VALLEY RD", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "2144507700"}, "mail-address": {"street1": "4435 SPRING VALLEY ROAD", "city": "DALLAS", "state": "TX", "zip": "75244"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997
                                                    Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               _________________

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

         DELAWARE                                            75-1559633
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                         4851 LBJ FREEWAY, 12TH FLOOR
                              DALLAS, TEXAS 75244
         (Address of principal executive offices, including zip code)
                             ____________________

                BANCTEC, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN

                           (Full title of the plan)

                                 TOD V. MONGAN
                       SENIOR VICE PRESIDENT, SECRETARY
                              AND GENERAL COUNSEL
                                 BANCTEC, INC.
                         4851 LBJ FREEWAY, 12TH FLOOR
                             DALLAS, TEXAS  75244
                                 (972)341-4000
           (Name, address and telephone number of agent for service)

                                   copy to:

                                 JIM A. WATSON
                            VINSON & ELKINS L.L.P.
                           3700 TRAMMELL CROW CENTER
                               2001 ROSS AVENUE
                           DALLAS, TEXAS 75201-2975
                                (214) 220-7762

                        CALCULATION OF REGISTRATION FEE
=============================================================================================== 
        Title of                          Proposed maximum  Proposed maximum
    securities to be       Amount to be    offering price      aggregate         Amount of
       registered           registered       per share*     offering price*   registration fee
-----------------------------------------------------------------------------------------------
Common Stock, $.01 par
 value per share          500,000 shares            $22.50       $11,250,000         $3,409.09
 
===============================================================================================
* Estimated solely for purposes of calculating the registration fee in
   accordance with Rule 457(h) under the Securities Act of 1933, as amended, and
   based on the average of the high and low prices of the Common Stock reported
   on The New York Stock Exchange on April 17, 1997.

================================================================================
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        --------------------------------------- 

        The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by BancTec, Inc., a Delaware corporation (the
"Company'), and are incorporated herein by reference and made a part hereof:

        (a) The Company's Annual Report on Form 10-K for the year ended December
            31, 1996;

        (b) The description of the Company's Common Stock, $.01 par value per
            share, contained in the Company's Registration Statement on Form 8-A
            filed with the Commission on December 22, 1995.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date hereof and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.
        ------------------------- 

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        -------------------------------------- 

        The financial statements and schedules incorporated by reference in the
        registration statement have been audited by Arthur Andersen LLP,
        independent public accountants, as indicated in their reports to opinion
        with respect thereto, and are included herein in reliance upon the
        authority of said firm as experts in giving said reports.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        ----------------------------------------- 

        Article Eleventh of the Certificate of Incorporation of the Company
provides that the Company shall indemnify its officers and directors to the
maximum extent allowed by the Delaware General Corporation Law.  Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful.  With respect to suits
by or in the right of the Company, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Company, unless the court determines that
indemnification is appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Company also has the power to purchase and maintain insurance for its
directors and officers.  Additionally, Article Eleventh of the Certificate of
Incorporation provides that, in the event that an officer or director files suit
against the Company seeking indemnification of liabilities or expenses incurred,
the burden will be on the Company to prove that the indemnification would not be
permitted under the Delaware General Corporation Law.

        The preceding discussion of the Company's Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law.

                                       2
The Company has entered into indemnity agreements with its directors and
officers.  Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities at
the direction of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        ----------------------------------- 

        Not applicable.

ITEM 8. EXHIBITS.
        -------- 

        Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

        4.1  - BancTec, Inc. 1996 Employee Stock Purchase Plan, effective June
               1, 1996, filed as Exhibit 10.5 to BancTec's Annual Report on Form
               10-K for the year ended December 31, 1996, incorporated by
               reference herein.
 
        4.2  - Re-issued Letter from Tod V. Mongan dated February 6, 1997
 
        4.3  - Employee Stock Purchase Plan Brochure
 
        5.1  - Opinion of Tod V. Mongan
 
        23.1 - Consent of Independent Public Accountants, filed as Exhibit 23.1
               to BancTec's Form 10-K, incorporated by reference herein.

        24.1 - Power of Attorney (see signature pages hereto)

ITEM 9. UNDERTAKINGS.
        ------------ 

        The Company hereby undertakes:

          (1)   to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

          (i)   to include any prospectus required by section 10(a)(3) of the
        Securities Act;

          (ii)  to reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement; and

          (iii) to include any material information with respect to the plan of
        distribution not previously disclosed in the Registration Statement or
        any material change to such information in the Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference in this Registration Statement.

          (2)   That, for the purposes of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                       3
(3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (4)   That, for purposes of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     section 13(a) or section 15(d) of the Exchange Act that is incorporated by
     reference in the Registration Statement shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (5)   Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling person in
     connection with the securities being registered, the Company will, unless
     in the opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act and will be governed by the final adjudication of such
     issue.

                                       4
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 14th day of April,
1997.

                                        BANCTEC, INC.

                                        By:  /s/ Grahame N. Clark, Jr.
                                           -------------------------------------
                                           Grahame N. Clark, Jr.
                                           Chairman of the Board
                                           and Chief Executive Officer

   Each person whose signature appears below authorizes Grahame N. Clark, Jr.
and Tod V. Mongan, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Company and to file any amendments to this Registration
Statement necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney may deem appropriate.
Signature                         Capacity                           Date
        ---------                         --------                           ----
/s/Grahame N. Clark, Jr.      Chairman of the Board, President and        April 14, 1997
----------------------------  Chief Executive Officer and Director
    Grahame N. Clark, Jr.     (Principal Executive Officer)
 
/s/Raghavan Rajaji            Senior Vice President, Chief Financial      April 14, 1997
----------------------------  Officer and Treasurer (Principal Financial
    Raghavan Rajaji           and Accounting Officer)
 
/s/Michael D. Kubic           Vice President and Corporate Controller     April 14, 1997
----------------------------  (Principal Accounting Officer)
    Michael D. Kubic
                          

                              Director                                    April 14, 1997
----------------------------
    Michael E. Faherty

/s/Paul J. Ferri              Director                                    April 14, 1997
----------------------------
    Paul J. Ferri

/s/Rawles Fulgham             Director                                    April 14, 1997
----------------------------
    Rawles Fulgham

/s/Thomas G. Kamp             Director                                    April 14, 1997
----------------------------
    Thomas G. Kamp

/s/A.A. Meitz                 Director                                    April 14, 1997
----------------------------
    A. A. Meitz
5
Director                                    April 14, 1997
----------------------------
    Michael A. Stone

/s/Norton A. Stuart, Jr.      Director                                    April 14, 1997
----------------------------
    Norton A. Stuart, Jr.
 
                              Director                                    April 14, 1997
/s/Merle J. Volding
----------------------------
    Merle J. Volding
6
EXHIBIT INDEX
 
 
                                                                      Sequential
Exhibit      Description of Exhibit                                    Page No.
-------      ----------------------                                   ----------
 
4.2     --  Re-issued Letter from Tod V. Mongan dated February 6, 1997
 
4.3     --  Employee Stock Purchase Plan Brochure

5.1     --  Opinion of Tod V. Mongan
 
23.1    --  Consent of Independent Public Accountants
 
23.2    --  Consent of Independent Accountants

24.1    --  Power of Attorney (see signature pages hereto)

                                       7