BancTec, Inc. Board Adopts Stockholder Rights Plan

IRVING, TX October 15, 2010 – BancTec Inc. today announced that its Board of Directors has adopted a stockholder rights plan (the “Rights Plan”) designed to protect company stockholders in the event of takeover activity that would deny them the full value of their investment.  The Rights Plan was not adopted in response to any specific takeover threat.

In adopting the Rights Plan, the Board declared a dividend distribution of one preferred stock purchase right for each outstanding share of common stock of the Company, payable to stockholders of record at the close of business on October 1, 2010.  The rights will become exercisable only in the event, with certain exceptions, a person or group of affiliated or associated persons acquires 15% or more of the Company’s voting stock, or a person or group of affiliated or associated persons commences a tender or exchange offer, which if successfully consummated, would result in such person or group owning 15% or more of the Company’s voting stock.  The rights will expire on December 31, 2015. 

Each right, once exercisable, will entitle the holder (other than rights owned by an acquiring person or group) to buy one one‑thousandth of a share of the Company’s preferred stock at a price of $20, subject to adjustments.  In addition, upon the occurrence of certain events, holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase either the Company’s preferred stock or shares in an “acquiring entity” at approximately half of market value.  Further, at any time after a person or group acquires 15% or more (but less than 50%) of the Company’s outstanding voting stock, subject to certain exceptions, the Board of Directors may, at its option, exchange part or all of the rights (other than rights held by an acquiring person or group) for shares of the Company's common stock having a fair market value on the date of such acquisition equal to the excess of (i) the fair market value of preferred stock issuable upon exercise of the rights over (ii) the exercise price of the rights.

The Company generally will be entitled to redeem the rights at $0.001 per right at any time prior to the close of business on the tenth day after there has been a public announcement of the beneficial ownership by any person or group of 15% or more of the Company’s voting stock, subject to certain exceptions.

Commenting on the Rights Plan, J. Coley Clark, Chairman and Chief Executive Officer, said “The Board of Directors did not adopt the Rights Plan in response to any specific takeover threat.  The Board believes that the Rights Plan represents a sound and reasonable means of safeguarding the interests of our stockholders.  It seeks to ensure that stockholders realize the long-term value of their investment.  The Rights Plan should encourage anyone seeking to acquire the Company to treat all stockholders equally and to negotiate with the Board prior to a coercive takeover attempt. The company’s Plan is similar to those adopted by many other companies.”

Details of the Rights Plan will be outlined in a separate letter to be mailed to stockholders today.