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As filed with the Securities and Exchange Commission on April 8, 2010.

Registration No. 333-145255

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

PRE-EFFECTIVE
AMENDMENT NO. 9
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

2701 E. Grauwyler Road
Irving, Texas 75061
(972) 821-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

J. Coley Clark
Chairman and Chief Executive Officer
BancTec, Inc.
2701 E. Grauwyler Road
Irving, Texas 75061
(972) 821-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement becomes effective.

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b 2 of the Exchange Act.

Calculation of Registration Fee

          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated April 8, 2010.

PRELIMINARY PROSPECTUS

7,899,263 Shares

Common Stock

        BancTec, Inc. is offering 5,500,000 shares of its common stock and the selling stockholders named in this prospectus are offering an additional 2,399,263 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

        This is our initial public offering. We currently expect the initial public offering price of our common stock to be between $8.00 and $10.00.

        Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on The NASDAQ Global Market under the symbol of "BTEC."

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 9 of this prospectus to read about the risks you should consider before investing in our common stock.

        We have granted the underwriters the right to purchase up to 1,184,889 additional shares of our common stock at the public offering price, less the underwriting discount, solely to cover over-allotments, if any. The underwriters can exercise this right at any time within 30 days after the date of our underwriting agreement with them.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        The underwriters expect to deliver the shares of our common stock to purchasers against payment on or about                        , 2010.

The date of this prospectus is                        , 2010.

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including, in particular, the "Risk Factors" section beginning on page 9 of this prospectus and the consolidated financial statements and related notes included elsewhere in this prospectus. As used in this prospectus, unless the context otherwise requires or indicates, references to "BancTec," "we," "our," and "us" refer to BancTec, Inc. and its consolidated subsidiaries.

About BancTec

        We provide payment processing and document and content processing services and solutions, helping our clients automate their businesses and optimize their management of information. We offer our clients business process outsourcing ("BPO") services and in-house business solutions, including software and hardware products and professional services and maintenance. Our offerings are built around proprietary technology and industry knowledge that we have developed during three decades of working closely with our clients. We serve over 1,700 clients with operations in 55 countries and that compete in industries including banking, insurance, government, healthcare, utilities, telecommunications and transportation and logistics.

Our Industry

        In today's challenging corporate environment, businesses that process high volumes of payments, documents and other content are continually driven to improve their operating efficiencies and manage their expenditures carefully. In addition, legislation such as the Check Clearing for the 21^st Century Act ("Check 21"), the Sarbanes-Oxley Act of 2002 ("SOX") and the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), have increased the importance of information security practices and internal controls. Increasingly, businesses with high volumes of payments, documents and other content are outsourcing the task of payment processing and document and content processing to third-party service providers. BPO allows businesses to outsource the management of complex technologies, improve operational efficiencies, reduce cost and focus on their core competencies. NelsonHall estimates that the global BPO market in 2008, which includes the market for our BPO services, was $314.8 billion growing at a 9.0% compounded annual growth rate to $450.7 billion in 2012. Based on this global BPO market estimate, we believe the addressable market opportunity for our payment processing BPO services in 2008 was approximately $6.9 billion, growing at an 8.9% compounded annual growth rate to $9.7 billion in 2012, and the addressable market opportunity for our document and content processing BPO services in 2008 was approximately $20.6 billion, growing at a 10.8% compounded annual growth rate to $31.1 billion in 2012.

Our Solution

        Whether delivered as a BPO service or an in-house business solution, our software, hardware and process expertise helps our clients improve throughput, accuracy, cost, exception handling and data delivery. Our payment processing services and solutions bring speed and efficiency to billing and processing of remittances, checks and giros, accounts payable, tax payments and healthcare payments. Our document and content processing services and solutions use recognition technology to capture and process various types of information, including machine print, handwriting, signatures, pictures and bar codes. We offer services and solutions for processing high-volume, complex, business transactions, including account origination, scan-to-archive transactions and processing of loans, credit cards, claims and inbound correspondence.

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Our Strategy

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Grow Recurring Revenue.  We seek to establish and maintain long-term relationships with our clients by entering into multi-year contracts that include the payment of monthly or transactional fees, which enables us to generate recurring revenue.



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Expand Existing Client Relationships.  We believe we provide our clients with quality service and a compelling value proposition. By leveraging our strong relationships with the senior-level management teams of many of our clients, we believe we have an opportunity to expand the services and solutions used by our existing clients and to increase our revenue.



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Invest in Product Development and Intellectual Property.  Our services and solutions grew out of our own research and development efforts. We intend to continue to make significant research and development expenditures to develop new and innovative services and solutions and enhance our competitive position.



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Pursue Strategic Acquisitions.  We seek to expand our capabilities and geographic footprint through acquisitions of businesses and products that complement our client offerings, allow us to better penetrate our target markets and expand our client base.

Clients

        Our clients are large national and multinational corporations that are focused on the need for more efficient and cost effective methods of payment processing and document and content processing. Our top five BPO clients based on revenue for the year ended December 31, 2009 include Aflac, Inc. ("Aflac"), Hewlett-Packard Company's HP Enterprise Services division (formerly Electronic Data Systems) ("EDS"), Discover Financial Services ("Discover"), Dutch Ministry of Agriculture, Nature and Food Quality (LNV) ("Ministry of Agriculture") and Swedbank AB ("Swedbank"). Our top five business solutions clients based on revenue for the year ended December 31, 2009 include EDS, Bank of America N.A. ("Bank of America"), U.S. Bancorp ("U.S. Bank"), JPMorgan Chase & Co. ("JPMorgan Chase") and The Governor and Company of the Bank of Ireland ("Bank of Ireland"). To reach our clients, we primarily rely on our direct sales force, and use indirect channels to complement our direct sales distribution. For the year ended December 31, 2009, sales from our North, Central and South America (the "Americas") operations accounted for 53.9% of our total revenue while sales from our operations in Europe, the Middle East and Africa ("EMEA") accounted for 46.1%.

Risk Factors

        Our business and an investment in our common stock is subject to a number of risks as discussed more fully in the section entitled "Risk Factors" beginning on page 9 of this prospectus, which you should read in its entirety.

Corporate Information

        Our principal executive offices are located at 2701 E. Grauwyler Road, Irving, Texas 75061 and we maintain a regional headquarters facility in London, United Kingdom. We operate in 14 countries out of five major BPO facilities and 14 satellite BPO facilities. Our website is www.banctec.com and our main telephone number is (972) 821-4000. Information on our website is not part of or incorporated into this prospectus and should not be relied upon in determining whether to make an investment in our common stock.

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THE OFFERING

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SUMMARY CONSOLIDATED FINANCIAL DATA

        The following table sets forth certain of our summary consolidated financial information for the periods represented. The financial data for the years ended December 31, 2009, 2008, 2007 and 2006 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the year ended December 31, 2005 has been derived from our audited financial statements with consideration to the discontinued operations of our information technology services management ("ITSM") division.

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

        The data presented below should be read in conjunction with, and are qualified in their entirety by reference to: "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and the Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus.

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        The following table provides a reconciliation of Adjusted EBITDA to our net income for the periods indicated as calculated and presented in accordance with GAAP:

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RISK FACTORS

        An investment in our common stock involves risk. You should carefully consider each of the following risk factors and all of the other information set forth in this prospectus before deciding to invest in our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals. If that occurs, the value of our common stock could decline and our stockholders could lose some or all of their investment.

Risk Factors Relating to Our Business

We have experienced net losses and may not be able to achieve and sustain profitability in the future.

        We have incurred net losses during the last six fiscal years. We have also historically been unable to generate sufficient cash flow to meet obligations and sustain operations without obtaining additional external financing. Additionally, our cash flows may be insufficient to meet expenses relating to the further development of our services and solutions offerings. If we are unable to achieve profitability in the near term, we may need to fund shortfalls in our liquidity needs with borrowings under our Revolving Credit Facility or through debt or equity financings. We may not have adequate availability under our Revolving Credit Facility for such borrowing. In addition, we may not be able to complete future debt or equity financings on a timely basis and under acceptable terms, or at all. Our ability to achieve profitability is dependent upon, among other things, the successful implementation of our business strategy and our ability to compete with other providers of BPO services and business solutions. There can be no assurance that our efforts will be successful or that we will ultimately be able to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to achieve and sustain profitability, the market value of our common stock will likely decline.

If our services or solutions become obsolete or less competitive or are not accepted by the market, our business, ability to become profitable and financial condition could be materially adversely affected.

        The strength of our overall business depends in part on our ability to develop services and solutions based on new or evolving technology and the market's acceptance of those services and solutions. Our industry is characterized by continuing improvement in technology, which results in frequent introduction of new services and solutions, short product life cycles and continual improvement in price/performance characteristics. We must incorporate these new technologies into our services and solutions in order to remain competitive. There can be no assurance that our development activities will be successful, that new technologies will be available to us, that we will be able to deliver new services and solutions in a timely manner, that those services and solutions will meet or exceed generally accepted industry standards or that those services and solutions will achieve market acceptance. Further risks inherent in the development and introduction of new services and solutions include the uncertainty of price-performance relative to products and services of competitors, competitors' responses to our introductions and the desire by clients to evaluate new services and solutions for extended periods of time. In addition, we may not be able to continue to manage our technological transitions. A failure on our part to effectively manage the transition of our services and solutions to new technologies on a timely basis could have a material adverse effect on our revenue and our business. Our failure to introduce new or enhanced products on a timely basis, keep pace with rapid industry, technological or market changes or effectively manage the transitions to new products or new technologies could have a material adverse effect on our business, financial condition and results of operations.

        In addition, our business depends on technology trends in our clients' businesses. Many of our traditional services and solutions enable efficient handling of paper-based transactions. To the extent

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that technological changes impact the future volume of paper transactions, our traditional business may be adversely impacted. The market for payment processing and document and content processing services and solutions is highly competitive, rapidly evolving and subject to significant technological change, and we expect competition to increase. The pressures we face from technological and competitive trends may have a material adverse effect on our business, financial condition and results of operations.

The market for our services and solutions is highly competitive, and our inability to compete with other providers of BPO services and hardware and software products and services and solutions could harm our revenue and ability to become profitable.

        The BPO services and hardware and software products and services and solutions industries are each highly competitive. Some of our competitors have greater resources, financial and otherwise, and may develop solutions or services which may make our offerings obsolete or less competitive. We compete primarily on the following factors: functionality, performance, quality, service and price. Our ability to compete on these factors may impact our ability to win new contracts or develop and expand service offerings. Competition places downward pressure on operating margins, particularly for technology outsourcing contract extensions or renewals. As a result, we may not be able to maintain current operating margins for technology outsourcing contracts which are extended or renewed in the future.

        Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their services and solutions to address the needs of our existing and prospective clients. Accordingly, it is possible that new competitors or alliances among competitors may emerge and acquire significant market share. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures faced by us will not materially adversely affect our business, financial condition and results of operations.

        We could be adversely affected if our competitors introduce innovative or technologically superior solutions or offer their products at significantly lower prices than we do. No assurances can be given that we will have the resources, marketing and service capability, or technological knowledge to continue to compete successfully.

If we fail to successfully implement our business strategy, including expansion of our sources of recurring revenue and continued growth of our BPO services, we may be unable to sustain our historical growth rate and unable to become profitable.

        Our ability to grow revenues at a pace necessary to become profitable requires that we continue to enter into long-term contracts with new and existing clients that require the payment of monthly fees and/or daily transactional fees and that we continue to transition our business away from the sale of products and towards an increased offering of BPO services. In order to expand the market for our BPO services business, we must be able to leverage our existing technology, service and industry-specific solutions. To the extent we fail to persuade new or existing clients to enter into long-term contracts, we will be unable to implement our business strategy. As a result, our revenue, ability to become profitable, results of operations and financial condition may be materially impaired.

Protection of our intellectual property is limited, and any misuse of our intellectual property by others could harm our business, reputation and competitive position.

        We rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary technology and brand.

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        We protect our proprietary information, in part, by requiring certain of our employees to enter into agreements providing for the maintenance of confidentiality and the assignment of rights to inventions made by them while employed by us. We also enter into non-disclosure and invention assignment agreements with certain of our technical consultants to protect our confidential and proprietary information. We cannot assure you that our confidentiality agreements with our employees and consultants will not be breached, that we will be able to effectively enforce these agreements, that we will have adequate remedies for any breach of these agreements, or that our trade secrets and other proprietary information will not be disclosed or will otherwise be protected.

        We also rely on contractual and license agreements with third parties in connection with their use of our technology, products and services. There is no guarantee that such parties will abide by the terms of such agreements or that we will be able to adequately enforce our rights. Protection of confidential information, trade secrets and other intellectual property rights in the markets in which we operate and compete is highly uncertain and may involve complex legal questions. We cannot completely prevent the unauthorized use or infringement of our confidential information or intellectual property rights, as such prevention is inherently difficult. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our confidential information and intellectual property protection. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, revenue, reputation and competitive position could be materially adversely affected.

We may be subject to claims that our services or solutions violate the patents or other intellectual property of others, which would be costly and time consuming to defend. If our services and solutions are found to infringe the patents or other intellectual property rights of others, we may be required to change our business practices or pay significant costs and monetary penalties.

        Our services and solutions may infringe upon the patents or other intellectual property rights of others. Our industry is characterized by frequent claims of patent or other intellectual property infringement. We cannot be sure that our services and solutions, or the products of others that we offer to our clients, do not infringe upon the patents or other intellectual property rights of third parties, and we may have infringement claims asserted against us or our clients. If others claim that we have infringed upon their patents or other intellectual property rights, we could be liable for significant damages and incur significant legal fees and expenses. In addition, we have agreed to indemnify many of our clients against claims that our services and solutions infringe upon the proprietary rights of others. In some instances, the amount of these indemnities may be greater than the revenues we receive from the client. Regardless of merit, any such claims could be time-consuming, result in costly litigation, be resolved on terms unfavorable to us, damage our reputation or require us to enter into royalty or licensing arrangements. Such results could limit our ability to provide a service or product to our clients and have a material adverse effect on our business, results of operations or financial condition.

        We are aware of patent enforcement litigation centered around U.S. patents 5,910,988 and 6,032,137 that could apply to our business. The litigation involves process patents for payment processing systems that capture data remotely, and encrypt and transmit the data to a central location for processing and storage. If the patent holder sues us for patent infringement, the defense of such a lawsuit would be costly and time consuming and could divert management's attention. An adverse determination in any such litigation could subject us to significant liabilities, including treble damages, require us to license the patented technology, require us to cease using such technology or prohibit us from providing some of our services or solutions. We have received a notice that a client may in the future seek indemnification for alleged patent infringement related to such patent enforcement litigation with respect to services we are providing under a client contract. If we are required to defend or indemnify the client or any of our other clients, such actions could be time-consuming and costly to

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defend and may result in a settlement that may be expensive and adversely affect our ability to provide certain services or products as a part of our business. Any of these outcomes could have a material adverse effect on our business, financial condition or results of operations.

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

        We have not registered copyrights for any of our software, written materials or other copyrightable works. The United States Copyright Act automatically protects all of our copyrightable works, but, without registration, we cannot enforce those copyrights against infringers or seek certain statutory remedies for any such infringement. Preventing others from copying our products, written materials and other copyrightable works is important to our overall success in the marketplace. In the event we decide to enforce any of our copyrights against infringers, we will first be required to register the relevant copyrights, and we cannot be sure that all of the material for which we seek copyright registration would be registrable, in whole or in part, or that, once registered, we would be successful in bringing a copyright claim against any such infringers.

Operational failures in our outsourcing or transaction processing facilities could harm our business and reputation.

        An operational failure in our outsourcing or transaction processing facilities could cause us to lose data and clients. Damage or destruction that interrupts our provision of services could damage our relationship with clients and may cause us to incur substantial additional expense to repair or replace damaged equipment. A prolonged interruption of our services or network that extends for more than several hours could cause us to experience data loss and a reduction in revenue as a result of such interruption. In addition, a significant interruption of service could have a negative impact on our reputation and could cause our present and potential clients to choose service providers other than us.

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

        The confidentiality of our client and consumer information that resides on our systems is critical to the successful operations of our business. Any failures in our security and privacy measures could have a material adverse effect on our business, financial condition and results of operations. An information breach of our system and loss of confidential information could have a longer and more significant impact on our business and operations than a hardware failure.

        We electronically transfer large sums of money and store personal information about consumers, including bank account and credit card information, social security numbers, and merchant account numbers. If we are unable to protect, or clients perceive that we are unable to protect, the security and privacy of our electronic transactions, our reputation and business would suffer. A security or privacy breach may:

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



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deter potential clients from using our services;



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harm our reputation;



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expose us to liability;



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increase our expenses from potential remediation costs; and



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decrease market acceptance of electronic commerce transactions.

New trends in criminal acquisition and illegal use of personally identifiable data make maintaining the security and privacy of data more costly and time intensive.

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        While we use applications designed for data security and integrity to process electronic transactions, there can be no assurance that our use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of our clients. The failure to address changing market conditions and the security and privacy concerns of our clients may have a material adverse effect on our business, results of operations and financial condition.

Our inability to borrow under our existing Revolving Credit Facility in the future or to increase our borrowing capacity or raise additional capital for future needs, including general liquidity needs, could impair our ability to continue to do business or to expand our business and would impact our ability to compete in the markets we serve.

        General economic conditions, decreased revenue from our maintenance contracts, and capital required to support any revenue growth could have a material impact on our future liquidity. As of December 31, 2009, we had approximately $21.5 million available under our Revolving Credit Facility. After this offering and the application of the net proceeds received by us, we will have approximately $65 million available. The Revolving Credit Facility provides for a secured revolving line of credit up to the lesser of (i) $65 million, or (ii)(x) 2.5 times EBITDA through December 31, 2010, (y) 2.25 times EBITDA between January 1, 2011 and June 30, 2011 and (z) 2.0 times EBITDA from July 1, 2011 and thereafter, in each case as EBITDA is defined in such agreement. A portion of the Revolving Credit Facility can be used to issue up to $10 million in documentary and standby letters of credit. Additionally, the Revolving Credit Facility includes an uncommitted incremental facility which could provide up to an additional $35 million in availability thereunder. In order to continue to borrow, and not be in default under, the Revolving Credit Facility, we are required to be in compliance with the covenants set forth in such agreement. We have been in default under our covenants from time to time, which defaults have been cured or waived. Future non-compliance could limit or prevent our ability to borrow under the Revolving Credit Facility or result in an event of default under such agreement. The Revolving Credit Facility permits us to (i) incur up to $15 million of capital lease obligations and (ii) enter into operating leases having aggregate rent and other lease payments of no more than $15 million per year. As of December 31, 2009, we have capital lease obligations of approximately $4.4 million from third party lessors and operating lease obligations of approximately $30 million, with aggregate rent and other payments over the next year of approximately $7.6 million. We cannot assure you that we will be able to borrow the then current amount available under the Revolving Credit Facility in the future. We also can provide no assurances that additional borrowing or leasing capacity can be obtained, or whether any will be obtained on terms acceptable to us, in the future. We are not currently in discussions with any additional prospective lenders. If we cannot borrow the anticipated amount available under the Revolving Credit Facility or obtain additional borrowing or leasing capacity, we may face a liquidity shortfall.

        Additionally, we may require additional capital to purchase assets, complete strategic acquisitions, repurchase shares on the open market or for our general liquidity needs. Declines in our credit rating, limits on our ability to sell additional shares or unusual volatility or uncertainty in the capital market may adversely affect our ability to raise additional capital or materially increase our cost of capital. Our inability to raise additional capital at a reasonable cost may adversely impact our revenue growth, the price of our stock and our ability to compete in the markets we serve.

We are subject to risks related to our international operations.

        We currently have direct sales coverage in North America and Europe as well as coverage of emerging markets through distributors, value added resellers and system integrators in Asia, the Middle East and Latin America. 46.1% and 49.9% of our revenue was derived from international markets in 2009 and 2008, respectively, and we hope to expand the volume of the services and solutions that we provide internationally. Worldwide, we have operations in 14 countries in North America and Europe

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and personnel in 11 countries. We serve over 1,700 clients who have operations in 55 countries. Our international operations subject us to additional risks, including:

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uncertainties concerning import and export license requirements, tariffs and other trade barriers;



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restrictions on repatriating foreign profits back to the United States;



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changes in foreign policies and regulatory requirements;



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inadequate intellectual property protection in foreign countries;



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difficulty in enforcing agreements in foreign legal systems;



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changes in, or unexpected interpretations of, intellectual property laws in any country in which we operate;



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difficulties in staffing and managing international operations;



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taxation issues;



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currency fluctuations;



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political, cultural and economic uncertainties; and



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potential disruption due to terrorist threat or action in certain countries in which we operate.

These risks could restrict our ability to provide services to international clients and could have a material adverse effect on our business, financial condition and results of operations.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and will be subject to other requirements that will be burdensome and costly. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results, prevent financial fraud or prevent unauthorized use of our assets. As a result, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

        We have historically operated our business as a private company. After this offering, we will be required to file with the SEC annual and quarterly information and other reports that are specified in Section 13 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we will become subject to other reporting and corporate governance requirements, including the requirements of The Nasdaq Stock Market, and certain provisions of SOX and the regulations promulgated thereunder, which will impose significant compliance obligations upon us. As a public company, we will be required to:

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prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and the rules of The Nasdaq Stock Market;



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create or expand the roles and duties of our board of directors and committees of the board;



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institute more comprehensive financial reporting and disclosure compliance functions;



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supplement our internal accounting and auditing function, including hiring additional staff with expertise in accounting and financial reporting for a public company;



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enhance and formalize closing procedures at the end of our accounting periods;



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establish an internal audit function;



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enhance our investor relations function;

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establish new internal policies, including those relating to disclosure controls and procedures; and



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involve and retain to a greater degree outside counsel and accountants in the activities listed above.

        These changes will require a significant commitment of additional resources. We may not be successful in implementing these requirements and implementing them could adversely affect our business or results of operations. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our results of operations on a timely and accurate basis could be impaired.

        Upon effectiveness of the registration statement of which this prospectus forms a part, we will be required to include in our annual report on Form 10-K for the year ending December 31, 2011 our assessment of the effectiveness of our internal control over financial reporting pursuant to the requirements of Section 404 of SOX. If we fail to develop and maintain an effective system of internal controls and to develop reliable financial reports, prevent financial fraud or prevent unauthorized use of our assets, our ability to obtain subsequent financing, as well as our stock price, could be adversely affected.

        We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. In conjunction with our 2009, 2008, 2007 and 2006 year-end audits, our independent auditors noted significant deficiencies in our financial processes and reporting process. These significant deficiencies were specifically related to the lack of sufficient oversight and monitoring controls, including process level close control activities involving reconciliation of account balances and their review, financial reporting including goodwill impairment and UK pension asset valuation, general computer controls, inventory controls, application of entity level anti-fraud controls, entity level risk assessment, review of journal entries and segregation of duties. These deficiencies arose in part because we have lacked appropriate systems, procedures and depth of personnel with sufficient experience.

        In response to these concerns, we hired additional accounting personnel throughout 2009, 2008, 2007 and 2006. Additionally, we commenced implementation of new policies in the second quarter of 2006 and continued to refine the relevant controls into 2009 in conjunction with our SOX-related preparation activities. We have developed a plan to implement an enterprise resource planning ("ERP") system from SAP AG ("SAP") throughout Europe and Canada by June 2010. This will allow us to have one integrated financial system worldwide, thus improving our financial reporting and internal control environment. We have also engaged a third party to assist us in our SOX-related preparation activities. We automated the financial close process by implementing a SAP add-on software package called Business Planning and Consolidations. This new application enhances our oversite capabilities, monitoring controls and segregation of duties controls and also improves the timeliness of reporting. As a result of these efforts, we believe the significant deficiencies related to financial processes and reporting processes that existed up to and including 2008 were remedied during 2009.

        Significant deficiencies involving controls over physical inventory were identified in conjunction with the 2006 year-end audit. Due to the implementation of a new United States ERP system during 2006, the comprehensive cycle count program temporarily ceased for the two largest warehouses. An end of year inventory observation was performed to insure inventory accuracy of these two warehouses. The remaining warehouses were cycle counted for the entire year. The cycle count process for all warehouses was restarted in late 2006 and continues through the current period. As noted by a significant deficiency for 2007, the cycle count process during 2007 and 2008 lacked a statistical sampling methodology, error extrapolation documentation and pre-determined error thresholds. During 2008, the cycle count process was addressed and a formalized documented methodology was created. As the process was not rolled out until January 2009, a significant deficiency was also noted for the

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2008 year-end audit. While the previous cycle count process lacked certain criteria during 2006, 2007 and 2008, the overall process which also included preventative and defective purchase and physical controls did provide sufficient assurance to ensure the accuracy of the inventory balances. There was no physical inventory control significant deficiency noted during the 2009 audit.

        Significant deficiencies involving the design and implementation of general computer controls for domestic SAP applications were identified in conjunction with our 2009, 2008, 2007 and 2006 year-end audits. Corrective and necessary security and access controls have been implemented in connection with our new ERP implementation and were also partially addressed in 2008 as a part of our implementation of controls for SOX compliance. We believe the general computer controls deficiencies that were deemed to be significant previously noted during periods up to and including 2008 were remedied in January 2009. The deficiency noted during the 2009 audit was remedied during January 2010.

        A significant deficiency involving tax disclosures was identified in conjunction with the 2009 year-end audit. A reduction in a deferred tax asset related to the 2007 Recapitalization was not properly disclosed in 2008. This deficiency was remediated during 2010.

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

Complying with Section 404 of SOX and other requirements for public companies may strain our resources and divert management.

        Prior to the effective date of the registration statement of which this prospectus forms a part, no sales of our common stock have been registered under the Securities Act of 1933, as amended (the "Securities Act") and our common stock does not currently trade on any national securities exchange. As a result, we have not been required to comply with the requirements of Section 404 of SOX, The New York Stock Exchange or The NASDAQ Stock Market, requiring the establishment and maintenance of effective disclosure and financial controls and the implementation of certain corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

        Upon effectiveness of the registration statement of which this prospectus forms a part, we will be required under Section 404 of SOX to furnish a report by our management on the design and operating effectiveness of our internal controls over financial reporting with our annual report on Form 10-K for our fiscal year ending December 31, 2011. SOX will require us to perform system and process evaluation and testing of our internal controls over financial reporting to enable management and our independent auditors to report on the effectiveness of our internal controls. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. In addition, our compliance with SOX will require that we incur substantial accounting, legal and consulting expenses. If we are not able to comply with the requirements of SOX in a timely manner, or if we or our independent auditors identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC, our listing stock exchange or other regulatory authorities, which would likely require additional financial and management resources.

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We use estimates and assumptions in entering into our services contracts, and results that differ from these estimates or assumptions could adversely affect our revenue, profitability and results of operations.

        The pricing and other terms of our client contracts require us to make estimates and assumptions at the time these contracts are entered into that could differ from actual results. These estimates and assumptions reflect our best judgments regarding the nature of the contract and the expected costs to provide the contracted services. In addition, some contracts require significant investments in the early stages, which are expected to be recovered over the life of the contract through billing for services. Increased or unexpected costs or unanticipated delays in the implementation of our services, or decreases in the actual work volumes generated under these contracts could make these contracts less profitable or unprofitable.

Changes in the way we recognize revenue may affect our earnings and operating income.

        We frequently enter into contracts for equipment and software sales and maintenance and other services that may contain multiple elements or deliverables such as hardware, software, peripherals and services. Generally accepted accounting principles and accompanying accounting pronouncements, implementation guidelines, and interpretations regarding recognizing revenue under these contracts are highly complex and involve subjective judgments. These judgments relate to the allocation of the proceeds received from an arrangement to the multiple elements, determination of whether any undelivered elements are essential to the functionality of the delivered elements, and the appropriate timing of revenue recognition. Changes in the accounting rules or their interpretation or changes in our products or services could significantly change our earnings and results of operations and could add significant volatility to those measures, without a comparable underlying change in cash flow from operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" and "Note A—Summary of Significant Accounting Policies" included in our Consolidated Financial Statements included elsewhere in this prospectus.

Our operations are subject to numerous U.S. and foreign laws, regulations and restrictions affecting our services, solutions, labor and the markets in which we operate, and non-compliance with these laws, regulations and restrictions could have a material adverse effect on our business and financial condition.

        Various aspects of our services and solutions offerings are subject to U.S. federal, state and local regulation, as well as regulation outside the United States. Failure to comply with regulations may result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of service, and/or the imposition of civil and criminal penalties, including fines which could have a material adverse effect on our business, reputation and financial condition. We and our clients are subject to U.S. and international financial services regulations, and privacy and information security regulations to name only a few. In addition, our international business subjects us to numerous U.S. and foreign laws and regulations, including, without limitation, the Foreign Corrupt Practices Act. Our failure or the failure of our sales representatives or consultants to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation. In addition, even an inadvertent failure to comply with laws and regulations, as well as rapidly evolving social expectations of corporate fairness, could damage our reputation and brands.

The services and solutions we provide may require changes, or new services and solutions may become necessary, due to changes in laws and regulations applicable to our clients.

        The products and services offered by the financial institution clients we serve are subject to numerous laws and regulations. To the extent those laws and regulations change or new laws and regulations are enacted, we may need to change our services and solutions to meet client needs. We cannot predict the extent to which legislative or regulatory changes will require us to change our services or develop new services, or the costs to us of such changes.

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We may experience development delays, software defects or installation difficulties, which could harm our business and reputation and may expose us to potential liability.

        Our services are based on sophisticated software and computing systems, and we may encounter delays when developing new applications and services. Further, the software underlying our services has occasionally contained, and may in the future contain, undetected errors or defects when first introduced or when new versions are released. In addition, we may experience difficulties in installing or integrating our technologies on platforms used by our clients. Defects in our software, errors or delays in the processing of transactions or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of clients, negative publicity or exposure to liability claims. Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and client agreements, we cannot be certain that these measures will successfully limit our liability.

Many of our clients are in the financial services sector, and the continuing weakness in the capital and credit markets may cause them to reduce spending on or stop purchasing our services and solutions. If that occurs, our business could be materially adversely affected.

        A large portion of our customer base is in the financial services sector or in related businesses. The financial services industry is still undergoing unusual stress due to the well-publicized deterioration of the credit markets and general economic downturn during 2008 and 2009. Consolidation of the banking industry, whether as a result of economic conditions or changes in law, could also reduce the number of new clients available to us. We cannot predict how the industry as a whole or how our customer base will emerge from this unprecedented series of events or how it may affect their spending patterns with respect to our products or services. Likewise, we cannot predict how any new government legislation or regulations may affect our clients or their spending patterns. If our clients reduce their purchases of our services and solutions, or cease doing business with us, our business could be materially adversely affected.

Future consolidation of financial institution clients may adversely affect our revenue, profitability and results of operations.

        There has been significant consolidation in the financial industry in recent years. Further consolidation in the financial industry also may increase pressure on profit margins as merged entities seek additional discounts due to the increased volume resulting from the consolidation. The increase in bargaining power from consolidated clients presents a risk that new contracts may be subject to increased pricing pressure, which may adversely affect our revenue, profitability and results of operations.

Our quarterly operating results may fluctuate significantly, making it difficult to predict our future operating results or to achieve our earnings forecasts.

        Our results of operations may fluctuate from period to period and will depend on numerous factors, including the following: client demand and market acceptance of our services and solutions, new product introductions, product obsolescence, varying product mix, foreign currency exchange rates, competition, unusual economic stress and uncertainty in the credit markets. Any unfavorable change in one or more of these factors could have a material adverse effect on our business.

        In addition, we have historically experienced fluctuations in the demand for our services and solutions from quarter-to-quarter and may continue to experience similar results in the future. Because of the cyclical and unpredictable nature of corporate purchasing decisions, any one fiscal quarter may result in unpredictable fluctuations of our quarterly sales results throughout the fiscal year.

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Consequently, our results of operations may vary significantly from period to period, affecting our cash flow and liquidity.

As a result of our significant foreign operations, our reported results will be affected by fluctuations in the exchange rates between the U.S. dollar and various foreign currencies.

        A significant portion of our revenue is earned in non-U.S. currencies, especially the Pound Sterling and the Euro. Additionally, transactions between us and our international subsidiaries are denominated in U.S. Dollars and certain transactions between our subsidiaries are denominated in local currencies. As a result, we have certain exposures to exchange rate risk. Therefore, our reported results from quarter-to-quarter will be affected by changes in the exchange rates between these currencies. For example, any appreciation in the value of the U.S. Dollar in relation to the value of the local currency will adversely affect our revenues from our foreign operations when translated into U.S. Dollars. Similarly, any appreciation in the value of the U.S. Dollar in relation to the value of the local currency of those countries where our products are sold will increase our costs in our foreign operations, to the extent such costs are payable in foreign currency, when translated into U.S. Dollars. This exchange rate risk could have a material adverse effect on our business, results of operations and financial condition. We do not have any hedging with respect to foreign exchange activity.

Misappropriation of our intellectual property and proprietary rights could impair our competitive position.

        We rely on a combination of patent, copyright, trademark and trade secret laws, as well as licensing agreements, third party non-disclosure agreements and other contractual provisions and technical measures to protect our intellectual property rights. There can be no assurance that these protections will be adequate to prevent our competitors from copying or reverse-engineering our hardware or software products, or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information. In addition, the laws of certain countries in which our products are sold or may be licensed do not protect our products and intellectual property rights to the same extent as the laws of the United States. The validity of any patents issued, or that may be used, by us may be challenged by others and we could encounter litigation in enforcing our patent rights against infringement. In addition, there can be no assurance that other technology cannot or will not be developed, or that patents will not be obtained by others, that would render our patents obsolete.

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

        The demand for paper payment processing solutions continues to decline due to market trends, including reduced check volume, check truncation, and the passage of Check 21. Check 21 is a federal law that is designed to enable banks to handle more checks electronically by facilitating the use of check truncation, the process by which a check is converted into a digital image, which, when reprinted, serves as the official record of the check. Check 21 became effective in October 2004. This continued decline in the volume of paper transactions will likely adversely affect revenues from certain of our traditional product offerings.

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Our top ten clients in continuing operations accounted for approximately 34.3%, 33.3% and 33.9% of our revenue for the years ended December 31, 2009, 2008 and 2007, respectively, and during such periods, we derived 10.7%, 8.9% and 9.2%, respectively, from a single client, EDS. If more than one of our key clients were to cease doing business with us, or if there were a significant reduction in the volume or profitability of their business with us, our revenue and profitability could decline, and our business and reputation would suffer.

        Our success depends upon our retention of key clients. A significant portion of our revenue is concentrated among our ten largest clients, which accounted for 34.3%, 33.3% and 33.9% of our revenue for the years ended December 31, 2009, 2008 and 2007, respectively. During the years ended December 31, 2009, 2008 and 2007, we derived 10.7%, 8.9% and 9.2%, respectively, of revenue from a single client, EDS. The loss of EDS or any other key client could have a material adverse effect on our business.

        Clients may be lost due to merger or acquisition, business failure, contract expiration, conversion to a competitor, conversion to an in-house system or the development of new technology, such as remote management, which reduces demand for our services. We cannot guarantee that we will be able to retain long-term relationships or secure renewals of current contracts in the future. Renewal periods present our clients with the opportunity to consider other providers or to renegotiate their contracts with us. In addition, many of our contracts include termination provisions which allow our clients to terminate such contracts subject to certain restrictions. Significant decreases in the volumes under contract with these significant clients or the loss of any significant client could leave us with a higher level of fixed costs than is necessary to service remaining clients. As a result of our revenue concentration, the loss of one or more key clients, or a significant decrease in the volumes under contract, or the profitability of our business with them, could have a material adverse effect on our revenue and profitability. In addition, a disruption or a downturn in the business of one or more key clients could reduce our liquidity if we were unable to collect amounts they owe us.

To be successful, we need to attract and retain qualified personnel, and any inability to do so would adversely affect our business.

        Our senior management team has decades of experience in the BPO services, hardware manufacturing and software development industries and has led our transformation into a services and solutions company. Our future success depends on our ability to attract, retain and motivate our senior management as well as highly skilled personnel in various areas, including hardware and software development, engineering, project management, procurement, project controls, sales and finance. If we do not succeed in retaining and motivating our current employees and attracting additional highly qualified employees, our business could be adversely affected. Accordingly, our ability to increase our productivity and profitability will be limited by our ability to employ, train and retain skilled personnel necessary to meet our requirements. We may spend considerable resources training employees who may then be hired by our competitors, forcing us to spend additional funds to attract personnel to fill those positions. If we are unable to attract, hire and retain qualified personnel in the future, it could have a material adverse effect on our business, financial condition and results of operations.

Some of our contracts for BPO services contain fixed pricing or benchmarking provisions that could adversely affect our results of operations and cash flow.

        Many of our contracts for BPO services contain provisions requiring that our services be priced based on a pre-established standard or benchmark regardless of the costs we incur in performing these services. Many of our BPO contracts contain pricing provisions that require the client to pay a set fee for our services regardless of whether our costs to perform these services exceed the amount of the set fee. Some of our contracts may contain re-pricing provisions which can result in reductions of our fees for performing our services. In such situations, we are exposed to the risk that we may be unable to price our services at levels that will permit recovery of our costs, which may adversely affect our results of operations and cash flow.

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Future strategic acquisitions may not be successful.

        We may pursue growth through the acquisition of companies or assets, both in the United States and internationally, that will enable us to broaden the types of projects we execute and also expand into new markets. We may be unable to implement this growth strategy if we cannot identify suitable companies or assets or reach agreement on potential strategic acquisitions on acceptable terms. The core risks related to acquisitions are in the areas of valuation (negotiating a fair price for the business based on limited diligence) and integration (managing the complex process of integrating the acquired company's people, products, technology and other assets so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition).

        To finance future acquisitions, we may need to raise funds either by issuing additional equity securities or incurring debt. If we issue additional equity securities, such sales could reduce the current value of our stock by diluting the ownership interests of our stockholders. If we incur additional debt, the related interest expense may significantly reduce our profitability. Additionally, we are likely to use purchase accounting for future acquisitions and the related amortization expense associated with goodwill and purchased intangibles may significantly reduce our profitability.

We depend on our suppliers and the loss of any key supplier could materially and adversely affect our business, financial condition and results of operations.

        Our hardware products depend on the quality of components that are procured from third party suppliers. Reliance on suppliers, as well as industry supply conditions, generally involves several risks, including the possibility of defective parts (which can adversely affect the reliability and reputation of our products), a shortage of components and reduced control over delivery schedules (which can adversely affect our manufacturing efficiencies) and increases in component costs (which can adversely affect our profitability).

        We have several single-sourced supplier relationships, either because alternative sources are not available or the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations. If any of these sources are unable to provide timely and reliable supply, we could experience manufacturing interruptions, delays or inefficiencies, which could have a material adverse effect on our results of operations. Even where alternative sources of supply are available, qualification of the alternative suppliers and establishment of reliable supplies could result in delays and a possible loss of sales and an increase in costs, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to receive or retain the necessary licenses or authorizations required for us to export or re-export our products, technical data or services, which could have a material adverse effect on our business, financial condition and results of operations.

        In order for us to export certain services or solutions, we are required to obtain licenses from the U.S. government, often on a transaction-by-transaction basis. We cannot be sure of our ability to obtain the U.S. government licenses or other approvals required to export our services and solutions for sales to foreign governments, foreign commercial clients or foreign destinations. Failure to receive required licenses or authorizations could hinder our ability to export our services and solutions and could harm our business, financial condition and results of operations. Export transactions may also be subject to the import laws of the importing and destination countries. If we fail to comply with these import laws, our ability to sell our services and solutions may be negatively impacted which would have a material adverse effect on our business and results of operations.

We are subject to environmental laws and regulations, and we may be exposed to certain environmental liabilities related to our occupation and leasing of certain property.

        We are subject to federal, state, local and foreign environmental and health and safety laws and regulations. We may have potential exposure for certain environmental liabilities related to the

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ownership, leasing and operation of certain properties, including our facility in Irving, Texas. We cannot assure you that costs related to future clean-up and other environmental liabilities, if any, will not be material. We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Also, in the future, contamination may be found to exist at our current or former facilities and we could be held liable for such contamination. The remediation of such contamination, or the enactment of more stringent laws or regulations or more strict interpretation of existing laws and regulations may require us to make additional expenditures, some of which could be material.

Our business could be materially adversely affected as a result of war or acts of terrorism.

        Terrorist acts or acts of war may cause damage or disruption to our employees, facilities, clients, partners, and suppliers, which could have a material adverse effect on our business, financial condition and results of operations. Such conflicts may also cause damage or disruption to transportation and communication systems and to our ability to manage logistics in such an environment, including receipt of components and distribution of products.

Risks Related to this Offering and Our Common Stock

An active market for our common stock may not develop and the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations.

        There is no current public market for our common stock. An active market for our common stock may not develop or may not be sustained. We have applied to have our common stock listed on The NASDAQ Global Market, but we cannot assure you that our application will be approved. In addition, we cannot assure you as to the liquidity of any such market that may develop or the price that our stockholders may obtain for their shares of our common stock.

        Even if an active trading market develops, the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations. Some of the factors that could negatively affect our share price and cause your investment to lose value include:

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actual or anticipated variations in our quarterly operating results;



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changes in our earnings estimates;



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publication (or lack of publication) of research reports about us;



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increases in market interest rates, which may increase our cost of capital;



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changes in applicable laws or regulations, court rulings, enforcement and legal actions;



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changes in market valuations of similar companies;



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adverse market reaction to any increased indebtedness we incur in the future;



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additions or departures of key management personnel;



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actions by our stockholders;



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speculation in the press or investment community; and



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general market and economic conditions.

Future sales of our common stock may dilute your ownership interest and/or depress our share price.

        We may in the future issue our previously authorized and unissued securities. We are authorized to issue 100,000,000 shares of common stock and 10,000,000 shares of preferred stock with such designations, preferences and rights as determined by our board of directors. As of March 31, 2010, we had a total of 17,634,141 shares of common stock outstanding, which include restricted shares of 2,102,812 granted to management and certain employees pursuant to our Second Amended and Restated 2007 Equity Incentive Plan (the "2007 Equity Incentive Plan"), our Amended and Restated

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2008 Equity Incentive Plan (the "2008 Equity Incentive Plan,") and our 2009 Equity Incentive Plan (together with the 2007 Equity Incentive Plan and the 2008 Equity Incentive Plan, the "Equity Incentive Plans") and 6,252 shares of restricted stock granted to our non-employee directors pursuant to our 2007 Amended and Restated Non-Employee Director Equity Plan ("2007 Director Plan"). The outstanding shares of common stock do not include 213,780 restricted stock units granted pursuant to the 2007 Director Plan. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements and public offerings of our securities for capital raising purposes, or for other business purposes. The potential issuance of such additional shares of common stock will result in the dilution of the ownership interests of our present stockholders and purchasers of common stock offered hereby and may create downward pressure on the trading price of our common stock.

        The sales of substantial amounts of our common stock following the effectiveness of the registration statement of which this prospectus forms a part, or the perception that these sales may occur, could cause the market price of our common stock to decline and impair our ability to raise capital.

The sales price per share of our common stock effected through The PORTAL Market may not accurately reflect its actual value following the effectiveness of the registration statement of which this prospectus forms a part.

        The last reported sales price per share of our common stock effected through The PORTAL Market, which occurred on July 8, 2009, was $5.00. This price is not an offer to sell shares of our common stock at such price. Participation in The PORTAL Market is available only to qualified institutional buyers. As a result, the trading price of our common stock on The PORTAL Market is not an accurate indicator of the trading price of our common stock after this offering. When the registration statement of which this prospectus forms a part is declared effective and our shares are the subject of quotations on The NASDAQ Global Market or other national securities exchange, market or trading facility, our common stock will sell at prevailing market prices.

We do not anticipate paying any dividends on our common stock in the foreseeable future.

        We do not anticipate that we will pay any dividends to holders of our common stock in the foreseeable future, and our ability to pay cash dividends is restricted by our Revolving Credit Facility, which only allows for the payment of cash dividends upon our meeting certain conditions requiring that (a) no default or event of default exists at the time of, or would arise as a result of, such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any fiscal year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

We may not be accepted for listing or inclusion on The NASDAQ Global Market or another national exchange or automated inter-dealer quotation system.

        We have applied to have our common stock listed on The NASDAQ Global Market. This listing may not be approved, or, if approved, maintained and we may be unable to have our common stock listed on any other national exchange or automated inter-dealer quotation system. Our inability to list or include our common stock on The Nasdaq Stock Market, The New York Stock Exchange or any other national exchange or an automated inter-dealer quotation system would adversely affect the ability of our stockholders to sell their shares of common stock subsequent to the declaration of effectiveness of the registration statement of which this prospectus forms a part, and consequently may adversely affect the value of such shares. In such case, our stockholders would find it more difficult to

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dispose of, or to obtain accurate quotations as to the market value of, our common stock. In addition, we would have more difficulty attracting the attention of market analysts to cover us in their research.

        Furthermore, if our common stock is approved for listing or inclusion on The NASDAQ Global Market or any other national exchange or automated inter-dealer quotation system, we will have no prior trading history, and thus there is no way to determine the prices or volumes at which our common stock will trade. Holders of our common stock may not be able to resell their shares at or near their original acquisition price, or at any price.

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

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

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authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt without further stockholder approval;



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classify the board of directors into staggered three-year terms, which may lengthen the time required to gain control of our board of directors;



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prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;



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require that any stockholder that wants to propose any matter for action by stockholders at a stockholders' meeting, including the nomination of candidates for election to the board of directors, provide us with advance notice of such matter within a specified time period, which may limit ability of stockholders to propose matters for action at a stockholders' meeting;



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prohibit action by written consent of the stockholders, requiring all actions to be taken at a meeting of the stockholders; and



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require super majority (66²/3%) voting to effect amendments to the board classification, board size and prohibition on cumulative voting provisions contained in our certificate of incorporation or bylaws.

        Following the effectiveness of the registration statement of which this prospectus forms a part, we will also be subject to the provisions of Section 203 of the Delaware General Corporate Law, which limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our board of directors has not approved. These provisions and other similar provisions make it more difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some stockholders may consider the transaction beneficial to them.

        These provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.

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CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

        We are including the following discussion to inform you of some of the risks and uncertainties that can affect us.

        This prospectus contains various statements, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, that are forward looking statements. The forward looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenue, income and capital spending. Our forward looking statements are generally accompanied by words such as "may," "will," "expect," "intend," "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "plan," "goal" or other words that convey the uncertainty of future events or outcomes. The forward looking statements in this prospectus speak only as of the date of this prospectus; we disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to unduly rely on them. We have based these forward looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

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our history of losses and our ability to achieve and sustain profitability in the future;



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our ability to develop services and solutions based on new or evolving technologies and the production and acceptance of our services and solutions by the market;



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our ability to compete with other providers of BPO services and hardware and software services and solutions;



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our ability to successfully implement our business strategy, including expansion of sources of recurring revenue and continued growth of our BPO services, and sustain our historical growth rate;



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our ability to protect our intellectual property;



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risks related to potential claims against us related to intellectual property infringement;



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risks related to enforceability of our copyrights;



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risks and costs related to any operational failures in our outsourcing or transaction processing facilities;



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risks related to material breaches in the security of our systems;



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our ability to borrow or raise additional capital;



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risks related to our international operations;



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our ability to develop or maintain an effective system of internal controls;



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our ability to comply with SOX and other requirements for public companies;



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risks related to our use of estimates and assumptions for our service contracts;



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changes in the way we recognize revenue for sales of our services and solutions;



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risks related to the application of international and foreign domestic laws and regulations on our business and operations;



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our ability to change our services and solutions to meet our clients' needs as a result of changing and new laws and regulations;



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risks related to development delays, software defects or installation difficulties;



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risks related to the concentration our clients in the financial services sector;



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our ability to accurately predict future operating results or achieve earnings forecasts;

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risks related to exposure to changes in foreign currency exchange rates due to our significant foreign operations;



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risks related to the misappropriation of our intellectual property and property rights;



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risks related to the decline in the volume of paper transactions;



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risks related to the concentration of our revenue among our top ten clients;



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our ability to attract and retain qualified personnel;



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risks related to contracts providing for fixed prices;



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risks related to future strategic acquisitions;



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risks related to the loss of key suppliers;



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our ability to obtain or retain the licenses or authorizations necessary to export or re-export our products, technical data or services;



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risks related to environmental laws and potential liabilities;



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risks related to war or acts of terrorism;



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an active market for our common stock may not develop and may be highly volatile;



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risks that future sales of our common stock could dilute current ownership;



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the sales price per share of our common stock effected through The PORTAL Market may not accurately reflect its actual value after the effectiveness of the registration statement, of which this prospectus forms a part;



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we do not anticipate paying dividends in the near future;



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our common stock may not be accepted for listing on The NASDAQ Global Market or another national exchange or automated inter-dealer quotation system; and



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risks related to provisions in our organization documents or under Delaware law that may prevent a change of control, which could adversely affect the price of our common stock.

        These and other important factors, including those discussed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus. Before making a decision to purchase our common stock, you should carefully consider all of the factors identified in this prospectus that could cause actual results to differ from these forward-looking statements.

NOTICE TO INVESTORS

        You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf. We and the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with any additional information or information that is different from the information contained in this prospectus. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus is only accurate as of the date of this prospectus.

        "BancTec" and its logo as well as the other trademarks and logos referred to in this prospectus belong to us. Solely for convenience, we may refer to our trademarks in this prospectus without the ™ and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Other service marks, trademarks and trade names referred to in this prospectus are the property of their respective owners.

MARKET DATA

        In this prospectus, we rely on and refer to information and statistics regarding our industry, the size of certain markets, and our position within the sectors in which we compete. We obtained this industry and market data from various sources, including periodic industry publications, third party studies and surveys, and our own internal research and estimates, which are derived from our management's knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate.

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USE OF PROCEEDS

        We estimate that the net proceeds for the sale of 5,500,000 shares of our common stock in this offering will be approximately $44.0 million (or $53.9 million if the underwriters exercise their over-allotment option in full) assuming an initial public offering price of $9.00 per share and after deducting underwriting discounts and commissions and estimated offering expenses. We intend to use the net proceeds as follows:

•

approximately $28.6 million to pay down the outstanding balance on our Revolving Credit Facility, which matures in February 2014 and, as of December 31, 2009, was accruing interest at a rate of approximately 7.0%; and



•

the balance, approximately $15.4 million, for potential strategic acquisitions and general corporate purposes, including working capital and capital expenditures.

        During the year ended December 31, 2009, we have, from time to time, borrowed amounts under our Revolving Credit Facility, all of which have been used for general corporate purposes, including working capital and capital expenditures.

        Although we are considering acquisition candidates in the payment processing and document and content processing markets, we currently have no agreements, commitments or understandings with respect to the acquisition of any business. The amount and timing of our expenditures for general corporate purposes will vary depending on a number of factors, including the amount of cash generated or used by our operations, technological developments and the rate of growth of our business. As a result, we will retain broad discretion in the allocation of the net proceeds of this offering. We will not receive any proceeds from the sale of shares by the selling stockholders.

DIVIDEND POLICY

        We have not historically paid dividends on our common stock. We do not anticipate that we will pay dividends on our common stock in the foreseeable future as we intend to retain any future earnings to fund the development and growth of our business. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results, and conditions, legal requirements, and other factors that our board of directors deems relevant. Our ability to pay cash dividends is restricted by our Revolving Credit Facility which allows for the payment of cash dividends only upon our meeting certain conditions, including that (a) no default or event of default exists at the time of or would arise as a result of such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any fiscal year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million.

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CAPITALIZATION

        The following table shows our cash, cash equivalents and capitalization as of December 31, 2009 on an actual basis and an adjusted basis to give effect to the sale by us of 5,500,000 shares of our common stock in this offering (based on an assumed offering price of $9.00 per share, which is the midpoint of the range listed on the cover page of this prospectus, and assuming the underwriters do not exercise their over-allotment option) after deducting underwriting discounts and commissions, estimated offering expenses payable by us and the application of the net proceeds from this offering as described under "Use of Proceeds." We will not receive any proceeds from the sale of shares by the selling stockholders. You should refer to "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus in evaluating the material presented below.

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DILUTION

        Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in this offering will exceed the net tangible book value per share of common stock after this offering. If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and net tangible book value per share of our common stock after this offering. The following table illustrates our net tangible book value per share of our common stock as of December 31, 2009, without giving effect to this offering.

        After giving effect to the sale of 5,500,000 shares of our common stock in this offering at an assumed initial public offering price of $9.00 per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of approximately $28.6 million of the proceeds of the offering to repay the outstanding balance on our Revolving Credit Facility, our net tangible book value, which we refer to as our pro forma net tangible book value, as of December 31, 2009 would have been approximately $56.4 million, or $2.50 per share of our common stock.

        This amount represents an immediate increase in our pro forma net tangible book value of $1.77 per share to our existing stockholders and an immediate dilution in our pro forma net tangible book value of $6.50 per share to new investors purchasing shares of our common stock at the initial public offering price. We calculate dilution per share to new investors by subtracting the pro forma net tangible book value per share from the initial public offering price paid by the new investor. The following table illustrates the dilution to new investors on a per share basis:

        A $1.00 increase (decrease) in the assumed initial public offering price of $9.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value as of December 31, 2009 by approximately $5.1 million, the pro forma net tangible book value per share by $0.23 per share and the dilution in pro forma net tangible book value per share to new investors by $0.77 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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        The table below sets forth, as of December 31, 2009, the number of shares of our common stock issued, the total consideration paid and the average price per share paid by our existing stockholders and our new investors in this offering, after giving effect to the issuance of 5,500,000 shares of common stock in this offering at the assumed initial public offering price of $9.00 per share, before deducting underwriting discounts and commissions and our estimated offering expenses.

        As of December 31, 2009, we had 17,055,223 shares of common stock outstanding and, assuming the sale of 2,399,263 shares of common stock by the selling stockholders as contemplated hereunder, if this offering had been consummated as of such date the number of shares held by existing stockholders would have been reduced to 14,655,960 shares or 65% of the total number of shares of our common stock outstanding, immediately after the consummation thereof. The above discussion and tables assume the underwriters will not exercise the overallotment option and includes 1,530,146 shares of restricted stock granted pursuant to our Equity Incentive Plans and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan and excludes 113,780 restricted stock units granted pursuant to the 2007 Director Plan as of December 31, 2009.

        If the underwriters' overallotment option is exercised in full, the net tangible book value as of December 31, 2009 would have been $68.4 million, or $2.88 per share of our common stock, representing dilution of $6.12 per share to new investors. Assuming such exercise, the number of shares held and the percentage of total consideration paid by the existing stockholders after this offering would be reduced to 71.8% and 86.1%, respectively, and the number of shares held and the percentage of total consideration paid by new investors would increase to 28.2% or 13.9%, respectively.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The following table sets forth certain of our selected consolidated financial information for the periods represented. The financial data for the years ended December 31, 2009, 2008, 2007 and 2006 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the year ended December 31, 2005 has been derived from our audited financial statements with consideration to the discontinued operations of our ITSM division.

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

        The data presented below should be read in conjunction with, and are qualified in their entirety by reference to "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and the Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus.

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        The following table provides a reconciliation of Adjusted EBITDA to our net income for the periods indicated as calculated and presented in accordance with GAAP:

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Selected Consolidated Financial Data" and our audited and unaudited financial statements and related notes appearing elsewhere in this prospectus. Our actual results may differ materially from those anticipated in these forward looking statements as a result of a variety of risks and uncertainties, including those described elsewhere in this prospectus under "Cautionary Statement Concerning Forward Looking Statements" and "Risk Factors." We assume no obligation to update any of these forward looking statements.

Overview

        We provide payment processing and document and content processing services and solutions, helping our clients automate their business and optimize their management of information, business processes and technology infrastructure. We offer our clients BPO services and in-house business solutions, including software and hardware products to help organizations in various industries automate complex, high-volume and data-intensive business processes. Our offerings are built around proprietary technology and industry knowledge that we have developed over three decades of working closely with our clients.

        We have developed strong senior level relationships with our clients by serving as a strategic provider of mission critical services and solutions. We serve over 1,700 clients with operations in 55 countries and that compete in industries including banking, insurance, government, healthcare, utilities, telecommunications and transportation and logistics. We have operations in 14 countries in North America and Europe. We also sell software and hardware through resellers and distributors in emerging markets throughout Asia, Latin America, the Middle East, Eastern Europe and Africa.

Operating Segments

        We report our operations as two primary segments: the Americas and EMEA. The Americas and EMEA business units offer a similar portfolio of services and solutions, infrastructure services, business solutions and BPO services to similar types of clients. For revenues from external clients, a measure of profit or loss and total assets reported by segment, see "Note O—Business Segment Data" to our Consolidated Financial Statements included elsewhere in this prospectus.

Business and Industry Trends

        We initiated several growth initiatives in 2005. We expanded our BPO services in the Americas by leveraging our experience in the EMEA BPO market. We also have acquired several companies in the BPO services industry to accelerate our growth.

        In today's challenging corporate environment, businesses that process high volumes of payments, documents and other content are continually driven to improve their operating efficiencies and manage their expenditures carefully. These businesses must manage complex technologies, particularly in regards to the creation and management of content in multiple formats and compliance with regulation, both of which tend to increase the costs of operations. In addition, legislation such as Check 21, SOX and HIPAA have increased the importance of information security practices and internal controls. As a result, many business leaders have begun to re-evaluate their internal technology infrastructure and service strategies and are searching for more efficient, secure ways to automate complex, data-intensive business processes, such as payment processing and document and content processing. Automating and outsourcing these key functions allow businesses to use information more effectively, generate new sources of revenue and often drive significant cost savings.

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        In addition, there is a growing trend among businesses to outsource payment processing and document and content processing, commonly referred to as BPO. BPO involves the transfer of business operations to a third-party service provider in an effort to improve operational efficiencies and reduce cost. BPO also allows businesses to outsource the management of complex technologies, improve operational efficiencies, reduce cost and focus on their core competencies. NelsonHall estimates that the global BPO market in 2008, which includes the market for our BPO services, was $314.8 billion growing at a 9.0% compounded annual growth rate to $450.7 billion in 2012. Based on this global BPO market estimate, we believe the addressable market opportunity for our payment processing BPO services in 2008 was approximately $6.9 billion, growing at an 8.9% compounded annual growth rate to $9.7 billion in 2012 and the addressable market opportunity for our document and content processing BPO services in 2008 was approximately $20.6 billion, growing at a 10.8% compounded annual growth rate to $31.1 billion in 2012.

        The market for our services and solutions within the industries we serve remains highly competitive, and technological advances may render our services and solutions less desirable than some of our competitors if we are not able to incorporate these new technologies into our products and rapidly adapt to the technology trends in our clients' business. Additionally, the impact of these technological changes on the volume of paper-based transactions in our payment processing business is expected to continue to result in declining revenue in that market with our existing clients, and we will be required to increase our market penetration for these products if we are to maintain revenue from these products at or near historical levels. Due to regulatory requirements and other reasons, however, we do not anticipate a corresponding decline of paper-based transactions in the document and content processing industry. We intend to continue to grow our BPO services business in an effort to offset the decline in paper-based transactions in that market.

        A large portion of our customer base is in the financial services sector or in related businesses. The financial services industry is still undergoing unusual stress due to the well-publicized deterioration of the credit markets and general economic downturn during 2008 and 2009. Although adverse economic conditions may affect spending and purchasing decisions for companies in the financial services sector, we believe these economic conditions create opportunities for increased sales in our BPO services. We are marketing our BPO services to companies in the financial services industry as an opportunity for them to reduce their future costs. Additionally, we will also continue to review staffing levels and make appropriate reductions if these economic conditions affect our sales in the future.

        As a result of the technological advances and changes affecting the demand for some of our products, we intend to continue to enhance our portfolio of services to adapt to our clients' needs throughout our Americas and EMEA operating segments. We are focused on growing our BPO services offerings to existing and new clients and expanding our offerings to other industries. Accordingly, we expect that our revenue mix within the Americas and EMEA operating segments will continue to change to reflect these business and product sales trends.

Revenue and Expenses

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

        Equipment and software sales include our own and third party equipment and software designed to address complex data and paper intensive work processes; integration of our own and third party developed software with our own and third party manufactured equipment and consumable products used by us and third party manufactured equipment.

        Software services include ongoing support of our developed software. Recurring monthly charges are pre-paid on a monthly, quarterly or annual basis. The recurring nature of this revenue provides us with predictable revenue streams during various economic cycles.

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        Maintenance and other services include ongoing support of our own and third party manufactured equipment. Recurring monthly charges are pre-paid on a monthly, quarterly or annual basis. The recurring nature of this revenue provides us with predictable revenue streams during various economic cycles.

        BPO includes services for payment processing or document and content processing for our client's business. Our BPO contracts are typically long-term contracts of up to ten years and recurring in nature. The recurring nature of this revenue provides us with predictable revenue streams during various economic cycles.

        Our expenses consist primarily of the following: (a) cost of goods sold, which includes salaries, wages, benefits, equipment and supplies; (b) product development, which includes salaries, wages, benefits and travel; (c) selling, general and administrative expenses, which includes salaries, wages, benefits, commissions, travel, information technology ("IT"), legal and other expenses; (d) interest on debt obligations; and (e) taxes, most of which arise in connection with our foreign operations.

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

Recent Acquisitions

        On June 23, 2009, we purchased Privatgirot AB ("Privatgirot"), a paper and electronic payment processing and document and content processing services business. Privatgirot has approximately 240 employees with annual revenues exceeding $18 million. The purchase price was approximately $4.1 million. Key members of Privatgirot's management continue to operate the business. Headquartered in Stockholm, Sweden, Privatgirot will continue to offer services in the Nordic region.

        On August 4, 2008, we purchased Document@Work, a scan-to-archive company based in Paris, France, which we merged into our existing operations in France. Document@Work established our BPO presence in France with revenues of approximately $1 million in 2008.

        On March 4, 2008, we purchased DocuData Solutions, L.C. ("DocuData"), an imaging, content management, media storage and BPO organization. DocuData has approximately 226 employees with annual revenues exceeding $16 million. The purchase price was approximately $26 million, which included approximately $20 million in cash, a $3 million note payable to seller and a $3 million future earn-out component. Key members of DocuData management continue to operate the business. Headquartered in Dallas, Texas, DocuData has operation centers in Dallas, Houston and Austin, Texas.

Discontinued Operations

        Our ITSM division provided infrastructure services, including warranty services, fulfillment services and related maintenance support, to the IT industry, with focused deployment and ongoing support services for original equipment manufacturers and IT outsourcing providers. On December 11, 2008, we signed a definitive agreement to sell our ITSM division, including licenses, contracts and assets, for cash and notes receivable. We completed this sale for cash of $10 million and $7.5 million in notes receivable on January 15, 2009. As required by ASC 360-10, the results of operations and cash flows of the ITSM operating segment have been presented as Discontinued Operations in the accompanying Consolidated Statements of Operations and Consolidated Statements of Cash Flow. The related assets and liabilities are presented as Assets Held for Sale in the accompanying Consolidated Balance Sheets as of December 31, 2009. Revenues for our ITSM division included in discontinued operations were $2.5 million and $105.2 million for the years ended December 31, 2009 and 2008, respectively. Pre-tax loss for our ITSM division was $(0.6) million and $(6.3) million for the years ended December 31, 2009 and 2008, respectively. The Company recognized a gain on sale of $0.5 million, net of selling costs.

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Results of Operations

        The following table provides, for the periods indicated, the percentage relationship of the identified consolidated statement of operations items to total revenue. See "Note O—Business Segment Data" of the Notes to Consolidated Financial Statements included elsewhere in this prospectus for segment information regarding our total assets.