<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1998
                                                     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. 1994 STOCK 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:

 
 
<TABLE> 
<CAPTION> 

                        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
<S>                       <C>               <C>               <C>                <C> 
-------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share       500,000 shares         $13.094         $6,547,000          $1,820
=================================================================================================
</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 December 1, 1998.

================================================================================
<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, 1997;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998;

          (c)  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, for the period ended December
31, 1997, 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

                                       2
<PAGE>
 
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.

          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. 1994 Stock Plan as amended May 21, 1998
 
          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.

                                       3
<PAGE>
 
          (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) 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 30th day of November,
1998.

                         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> 

<S>                                     <C>                                  <C>  
             Signature                              Capacity                        Date
             ---------                              --------                        ----
 
/s/Grahame N. Clark, Jr.
------------------------------------    Chairman of the Board, President      November 30, 1998
       Grahame N. Clark, Jr.            and Chief Executive Officer and
                                        Director (Principal Executive
                                        Officer)
 
/s/Raghavan Rajaji
------------------------------------    Senior Vice President, Chief          November 30, 1998
       Raghavan Rajaji                  Financial Officer and Treasurer
                                        (Principal Financial and Accounting
                                        Officer)
 
/s/Michael E. Faherty
------------------------------------    Director                              November 30, 1998
       Michael E. Faherty

 
/s/Paul J. Ferri
------------------------------------    Director                              November 30, 1998
       Paul J. Ferri

 
/s/Rawles Fulgham
------------------------------------    Director                              November 30, 1998
       Rawles Fulgham


/s/A.A. Meitz
------------------------------------    Director                              November 30, 1998
       A. A. Meitz


/s/Michael A. Stone
------------------------------------    Director                              November 30, 1998
       Michael A. Stone
</TABLE>

                                       5
<PAGE>
 
                                 EXHIBIT INDEX
 
 
Exhibit       Description of Exhibit
-------       ----------------------

  4.1  -  BancTec, Inc. 1994 Stock Plan as amended May 21, 1998
 
  5.1  -  Opinion of Tod V. Mongan
 
  23.1 -  Consent of Independent Public Accountants
 
  24.1 -  Power of Attorney (see signature pages hereto)
 

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15862}]
{"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": "333-68295", "film-number": "98763406"}, "business-address": {"street1": "4851 LBJ FREEWAY", "street2": "12TH FL", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9723414000"}, "mail-address": {"street1": "4435 SPRING VALLEY ROAD", "city": "DALLAS", "state": "TX", "zip": "75244"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1998
                                                     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. 1994 STOCK 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:
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         $13.094         $6,547,000          $1,820
=================================================================================================
*   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 December 1, 1998.

================================================================================
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, 1997;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998;

          (c)  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, for the period ended December
31, 1997, 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

                                       2
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.

          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. 1994 Stock Plan as amended May 21, 1998
 
          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.

                                       3
(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) 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 30th day of November,
1998.

                         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      November 30, 1998
       Grahame N. Clark, Jr.            and Chief Executive Officer and
                                        Director (Principal Executive
                                        Officer)
 
/s/Raghavan Rajaji
------------------------------------    Senior Vice President, Chief          November 30, 1998
       Raghavan Rajaji                  Financial Officer and Treasurer
                                        (Principal Financial and Accounting
                                        Officer)
 
/s/Michael E. Faherty
------------------------------------    Director                              November 30, 1998
       Michael E. Faherty

 
/s/Paul J. Ferri
------------------------------------    Director                              November 30, 1998
       Paul J. Ferri

 
/s/Rawles Fulgham
------------------------------------    Director                              November 30, 1998
       Rawles Fulgham

/s/A.A. Meitz
------------------------------------    Director                              November 30, 1998
       A. A. Meitz

/s/Michael A. Stone
------------------------------------    Director                              November 30, 1998
       Michael A. Stone
5
EXHIBIT INDEX
 
 
Exhibit       Description of Exhibit
-------       ----------------------

  4.1  -  BancTec, Inc. 1994 Stock Plan as amended May 21, 1998
 
  5.1  -  Opinion of Tod V. Mongan
 
  23.1 -  Consent of Independent Public Accountants
 
  24.1 -  Power of Attorney (see signature pages hereto)
 

                                       6