<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1995
                                                            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.)

                            4435 SPRING VALLEY ROAD
                              DALLAS, TEXAS 75244
         (Address of principal executive offices, including zip code)
                             ____________________


   BANCTEC, INC./RECOGNITION INTERNATIONAL INC. 1990 CORPORATE INCENTIVE PLAN

     BANCTEC, INC./RECOGNITION INTERNATIONAL INC. CORPORATE INCENTIVE PLAN

       BANCTEC, INC./RECOGNITION INTERNATIONAL INC. STOCK OPTION PLAN VII

    BANCTEC, INC./RECOGNITION INTERNATIONAL INC.  DIRECTOR STOCK OPTION PLAN


                           (Full title of the plans)

                                 TOD V. MONGAN
                       SENIOR VICE PRESIDENT, SECRETARY
                              AND GENERAL COUNSEL
                                 BANCTEC, INC.
                            4435 SPRING VALLEY ROAD
                             DALLAS, TEXAS  75244
           (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

- -------------------------------------------------------------------------------------------
<S>                       <C>              <C>                <C>                <C> 
Common Stock, $.01 par
value per share           1,354,763 shares      $20.25          $27,433,950        $9,460
 

===========================================================================================
</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 Nasdaq National Market on October 19, 1995.
================================================================================
<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
                March 26, 1995;

         (b)    The Company's Current Report on Form 8-K dated May 19, 1995
                (filed with the Commission on May 31, 1995);

         (c)    The Company's Quarterly Report on Form 10-Q dated August 4,
                1995, for the quarter ended June 25, 1995; and

         (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 July 6, 1988.

         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.
         -------------------------------------- 

         Not applicable.

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

                                       2
<PAGE>
 
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.

         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./Recognition International Inc. 1990 Corporate
                  Incentive Plan, as amended and restated on October 23, 1995.

         4.2  --  BancTec, Inc./Recognition International Inc. Corporate
                  Incentive Plan, as amended and restated on October 23, 1995.

         4.3  --  BancTec, Inc./Recognition International Inc. Stock Option Plan
                  VII, as amended and restated on October 23, 1995.

         4.4  --  BancTec, Inc./Recognition International Inc. Director Stock
                  Option Plan, as amended and restated on October 23, 1995.

         5.1  --  Opinion of Vinson & Elkins L.L.P.

         23.1 --  Consent of Arthur Andersen LLP

         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;

                                       3
<PAGE>
 
               (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)   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 26th day of October,
1995.

                                BANCTEC, INC.


                                By:
                                     ________________________________
                                     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> 
_______________________  Chairman of the Board and Chief       October 26, 1995 
  Grahame N. Clark, Jr.  Executive Officer and Director 
                         (Principal Executive Officer)
 
_______________________  President and Director                October 26, 1995
  Norton A. Stuart, Jr.
 

_______________________  Senior Vice President, Chief          October 26, 1995
  Raghavan Rajaji        Financial Officer and Treasurer
                         (Principal Financial Officer)
 
_______________________  Vice President and Corporate          October 26, 1995
  Michael D. Kubic       Controller (Principal Accounting
                         Officer)      
 

_______________________  Director                              October 26, 1995
  Michael E. Faherty

 
_______________________  Director                              October 26, 1995
  Paul J. Ferri

 
_______________________  Director                              October 26, 1995
  Rawles Fulgham

 
_______________________  Director                              October 26, 1995
  Thomas G. Kamp
</TABLE> 

                                       5
<PAGE>
 
<TABLE>
<S>                      <C>                                   <C> 
 
_______________________  Director                              October 26, 1995
  Michael A. Stone


_______________________  Director                              October 26, 1995
  Merle J. Volding
</TABLE>

                                       6
<PAGE>
 

                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
                                                                      Sequential
Exhibit                  Description of Exhibit                       Page No.
- -------                  ----------------------                       --------
<S>          <C>                                                      <C>     
4.1    --    BancTec, Inc./Recognition International Inc. 1990 Corporate
             Incentive Plan, as amended and restated on October 23, 1995.

4.2    --    BancTec, Inc./Recognition International Inc. Corporate Incentive
             Plan, as amended and restated on October 23, 1995.

4.3    --    BancTec, Inc./Recognition International Inc. Stock Option Plan VII,
             as amended and restated on October 23, 1995.

4.4    --    BancTec, Inc./Recognition International Inc. Director Stock Option
             Plan, as amended and restated on October 23, 1995.

5.1    --    Opinion of Vinson & Elkins L.L.P.

23.1   --    Consent of Arthur Andersen LLP

24.1   --    Power of Attorney (see signature pages hereto)
</TABLE> 

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17573}]
{"company-data": {"conformed-name": "BANCTEC INC", "cik": "0000318378", "assigned-sic": "3577", "irs-number": "751559633", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63699", "film-number": "95584362"}, "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 OCTOBER 26, 1995
                                                            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.)

                            4435 SPRING VALLEY ROAD
                              DALLAS, TEXAS 75244
         (Address of principal executive offices, including zip code)
                             ____________________

   BANCTEC, INC./RECOGNITION INTERNATIONAL INC. 1990 CORPORATE INCENTIVE PLAN

     BANCTEC, INC./RECOGNITION INTERNATIONAL INC. CORPORATE INCENTIVE PLAN

       BANCTEC, INC./RECOGNITION INTERNATIONAL INC. STOCK OPTION PLAN VII

    BANCTEC, INC./RECOGNITION INTERNATIONAL INC.  DIRECTOR STOCK OPTION PLAN

                           (Full title of the plans)

                                 TOD V. MONGAN
                       SENIOR VICE PRESIDENT, SECRETARY
                              AND GENERAL COUNSEL
                                 BANCTEC, INC.
                            4435 SPRING VALLEY ROAD
                             DALLAS, TEXAS  75244
           (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

- -------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share           1,354,763 shares      $20.25          $27,433,950        $9,460
 

===========================================================================================
*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 Nasdaq National Market on October 19, 1995.
================================================================================
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
                March 26, 1995;

         (b)    The Company's Current Report on Form 8-K dated May 19, 1995
                (filed with the Commission on May 31, 1995);

         (c)    The Company's Quarterly Report on Form 10-Q dated August 4,
                1995, for the quarter ended June 25, 1995; and

         (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 July 6, 1988.

         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.
         -------------------------------------- 

         Not applicable.

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

                                       2
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.

         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./Recognition International Inc. 1990 Corporate
                  Incentive Plan, as amended and restated on October 23, 1995.

         4.2  --  BancTec, Inc./Recognition International Inc. Corporate
                  Incentive Plan, as amended and restated on October 23, 1995.

         4.3  --  BancTec, Inc./Recognition International Inc. Stock Option Plan
                  VII, as amended and restated on October 23, 1995.

         4.4  --  BancTec, Inc./Recognition International Inc. Director Stock
                  Option Plan, as amended and restated on October 23, 1995.

         5.1  --  Opinion of Vinson & Elkins L.L.P.

         23.1 --  Consent of Arthur Andersen LLP

         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;

                                       3
(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)   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 26th day of October,
1995.

                                BANCTEC, INC.

                                By:
                                     ________________________________
                                     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
- ---------                          --------                          ----
_______________________  Chairman of the Board and Chief       October 26, 1995 
  Grahame N. Clark, Jr.  Executive Officer and Director 
                         (Principal Executive Officer)
 
_______________________  President and Director                October 26, 1995
  Norton A. Stuart, Jr.
 

_______________________  Senior Vice President, Chief          October 26, 1995
  Raghavan Rajaji        Financial Officer and Treasurer
                         (Principal Financial Officer)
 
_______________________  Vice President and Corporate          October 26, 1995
  Michael D. Kubic       Controller (Principal Accounting
                         Officer)      
 

_______________________  Director                              October 26, 1995
  Michael E. Faherty

 
_______________________  Director                              October 26, 1995
  Paul J. Ferri

 
_______________________  Director                              October 26, 1995
  Rawles Fulgham

 
_______________________  Director                              October 26, 1995
  Thomas G. Kamp
5
_______________________  Director                              October 26, 1995
  Michael A. Stone

_______________________  Director                              October 26, 1995
  Merle J. Volding
6
EXHIBIT INDEX
Sequential
Exhibit                  Description of Exhibit                       Page No.
- -------                  ----------------------                       --------
4.1    --    BancTec, Inc./Recognition International Inc. 1990 Corporate
             Incentive Plan, as amended and restated on October 23, 1995.

4.2    --    BancTec, Inc./Recognition International Inc. Corporate Incentive
             Plan, as amended and restated on October 23, 1995.

4.3    --    BancTec, Inc./Recognition International Inc. Stock Option Plan VII,
             as amended and restated on October 23, 1995.

4.4    --    BancTec, Inc./Recognition International Inc. Director Stock Option
             Plan, as amended and restated on October 23, 1995.

5.1    --    Opinion of Vinson & Elkins L.L.P.

23.1   --    Consent of Arthur Andersen LLP

24.1   --    Power of Attorney (see signature pages hereto)
7