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                                                                     Exhibit 3.1

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                 BANCTEC, INC.
                             --------------------

               FIRST:  The name of the Corporation is BANCTEC, INC.

               SECOND: The address of the registered office of the Corporation
in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County
of New Castle. The name of the Corporation's registered agent at such address is
Corporation Service Company.

               THIRD:  The purposes for which the Corporation is formed are
to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.

               FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 32,000,000 shares, consisting
of 1,000,000 shares of Preferred Stock, $.01 par value ("Preferred Stock"),
30,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and
1,000,000 shares of Class A Common Stock, $.01 par value ("Class A Common
Stock").

               I.   Common Stock and Class A Common Stock.
                    -------------------------------------

               Except as otherwise expressly provided herein, all shares of
Common Stock and Class A Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges. The following is a statement
of the designations, and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of each class of
common stock of the Corporation:

               1.   Dividends. The holders of shares of Common Stock and Class A
                    ---------
          Common Stock shall be entitled to receive such dividends as from time
          to time may be declared by the Board of Directors of the Corporation
          out of any funds legally available therefor; provided that any
                                                       --------
          dividends declared with respect to shares of Common Stock and Class A
          Common Stock shall be the same.

               2.   Liquidation. Upon any liquidation, dissolution or winding up
                    -----------
          of the Corporation, whether voluntary or involuntary, the holders of
          the shares of Class A Common Stock and Common Stock, according to the
          number of shares of Class A Common Stock and Common Stock then
          outstanding, shall be entitled to share ratably in all assets of the
          Corporation available for distribution to its stockholders.
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               3.   Conversion.
                    ----------

               3A.  Optional Conversion of Class A Common Stock. Subject to and
                    -------------------------------------------
          upon compliance with the provisions of this paragraph 3, the holder of
          any share or shares of Class A Common Stock shall have the right, at
          its option, to convert such shares of Class A Common Stock (except
          that upon any liquidation, dissolution or winding up of the
          Corporation the right of conversion shall terminate at the close of
          business on the last full business day next preceding the date fixed
          for payment of the amount distributable on Class A Common Stock) into
          an equal number of fully paid and nonassessable whole shares of Common
          Stock. Such rights of conversion shall be exercised by the holder
          thereof by giving written notice that the holder elects to convert a
          stated number of shares of Class A Common Stock into Common Stock and
          by surrender of a certificate or certificates for the shares so to be
          converted to the Corporation at its principal office (or such other
          office or agency of the Corporation as the Corporation may designate
          by notice in writing to the holder or holders of the Class A Common
          Stock) at any time during its usual business hours on the date set
          forth in such notice, together with a statement of the name or names
          (with address), subject to compliance with applicable laws to the
          extent such designation shall involve a transfer, in which the
          certificate or certificates for shares of Common Stock shall be
          issued.

               3B.  Automatic Conversion of Class A Common Stock.
                    --------------------------------------------
          Notwithstanding anything else herein to the contrary in this Section
          3, in the event that, at any time while any of the Class A Common
          Stock shall be outstanding, (i)(A) the Corporation shall complete a
          firm commitment underwritten public offering of Common Stock
          registered under the Securities Act of 1933, as amended, in which the
          aggregate price paid for such shares by the public shall be at least
          $50,000,000 (a "Qualified Offering"), or (B) greater than 50% of the
          outstanding shares of Class A Common Stock shall have been converted
          into Common Stock, then all outstanding shares of Class A Common Stock
          shall be automatically and without further action on the part of the
          holders of the Class A Common Stock converted into an equal number of
          fully paid and nonassessable whole shares of Common Stock, such
          conversion to be effective immediately prior to the closing of such
          Qualified Offering or immediately prior to the conversion of Class A
          Common Stock satisfying clause (B) above, as the case may be, and (ii)
          the original purchaser of any shares of Class A Common Stock named in
          the Securities Purchase Agreement, dated as of June 17, 1999, by and
          between Colonial Acquisition Corp. and the purchaser named therein,
          shall sell, transfer or otherwise convey to any party other than to
          any affiliates (as defined in Rule 405 promulgated under the
          Securities Act) of such original purchaser or to members or partners
          of such affiliates, such shares of Class A Common Stock shall be
          automatically and without further action on the part of the holders of
          such Class A Common Stock converted into an equal number of fully paid
          and nonassessable whole shares of Common Stock, with the same effect
          as if the certificates evidencing such shares had been surrendered for
          conversion; provided, however, that certificates evidencing the shares
                      --------  -------
          of Common Stock issuable upon such conversion shall not be issued
          except on surrender of the certificates for the shares of the Class A
          Common Stock so converted.

               3C.  Issuance of Certificates; Time Conversion Effected.
                    --------------------------------------------------
          Promptly after the receipt by the Corporation of the written notice
          referred to in subparagraph 3A and surrender of the certificate or
          certificates for the share or shares of the Class A Common Stock to be
          converted, the Corporation shall issue and deliver, or cause to be
          issued and

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          delivered, to the holder, registered in such name or names as such
          holder may direct, subject to compliance with applicable laws to the
          extent such designation shall involve a transfer, a certificate or
          certificates for the number of whole shares of Common Stock issuable
          upon the conversion of such share or shares of Class A Common Stock.
          To the extent permitted by law, such conversion shall be deemed to
          have been effected immediately prior to the close of business on the
          day the certificate or certificates for such share or shares shall
          have been surrendered as aforesaid, and at such time the rights of the
          holder of such share or shares of Class A Common Stock shall cease,
          and the person or persons in whose name or names any certificate or
          certificates for shares of Common Stock shall be issuable upon such
          conversion shall be deemed to have become the holder or holders of
          record of the shares represented thereby.

               3D.  Fractional Shares; Dividends; Partial Conversion. No
                    ------------------------------------------------
          fractional shares shall be issued upon conversion of the Class A
          Common Stock into Common Stock and no payment or adjustment shall be
          made upon any conversion on account of any cash dividends on the Class
          A Common Stock so converted or the Common Stock issued upon such
          conversion. In case the number of shares of Class A Common Stock
          represented by the certificate or certificates surrendered pursuant to
          subparagraph 3A exceeds the number of shares converted, the
          Corporation shall, upon such conversion, execute and deliver to the
          holder thereof, at the expense of the Corporation, a new certificate
          or certificates for the number of shares of Class A Common Stock,
          represented by the certificate or certificates surrendered which are
          not to be converted. If any fractional interest in a share of Common
          Stock would, except for the provisions of the first sentence of this
          subparagraph 3D, be deliverable upon any such conversion, the
          Corporation, in lieu of delivering the fractional share thereof, shall
          pay to the holder surrendering the Class A Common Stock for conversion
          an amount in cash equal to the current fair value of such fractional
          interest as determined in good faith by the Board of Directors of the
          Corporation.

               3E.  Subdivision or Combination of Stock. In case the
                    -----------------------------------
          Corporation shall at any time subdivide its outstanding shares of
          Common Stock into a greater number of shares or shall declare or pay a
          dividend on its outstanding shares of Common Stock payable in shares
          of Common Stock, then in each case the Class A Common Stock shall be
          similarly subdivided or entitled to such dividend, and conversely, in
          case the outstanding shares of Common Stock of the Corporation shall
          be combined into a smaller number of shares, the Class A Common Stock
          shall be similarly combined.

               3F.  Reorganization or Reclassification. If any capital
                    ----------------------------------
          reorganization or reclassification of the capital stock of the
          Corporation shall be effected in such a way (including, without
          limitation, by way of consolidation or merger) that holders of Common
          Stock shall be entitled to receive stock, securities or assets with
          respect to or in exchange for Common Stock, then, as a condition of
          such reorganization or reclassification, lawful and adequate provision
          shall be made whereby each holder of a share or shares of Class A
          Common Stock shall thereafter only have the right to receive, upon the
          basis and upon the terms and conditions specified herein and in lieu
          of the shares of Common Stock of the Corporation immediately
          theretofore receivable upon the conversion of such share or shares of
          Class A Common Stock, such shares of stock, securities or assets as
          may be issued or payable with respect to or in exchange for a number
          of outstanding shares of such Common Stock equal to the number of
          shares of

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          such stock immediately theretofore so receivable had such
          reorganization or reclassification not taken place, and in any such
          case appropriate provision shall be made with respect to the rights
          and interests of such holder to the end that the provisions hereof
          shall thereafter be applicable, as nearly as may be, in relation to
          any shares of stock, securities or assets thereafter deliverable upon
          the exercise of such conversion rights. In the event of a merger or
          consolidation of the Corporation as a result of which a greater or
          lesser number of shares of common stock of the surviving corporation
          are issuable to holders of Common Stock of the Corporation outstanding
          immediately prior to such merger or consolidation, the number of
          shares of Common Stock into which Class A Common Stock may be
          converted shall be adjusted in the same manner as though there were a
          subdivision or combination of the outstanding shares of Common Stock
          of the Corporation.

               3G.  Notice of Adjustment. Upon any adjustment made pursuant to
                    --------------------
          3E or 3F, then and in each such case the Corporation shall give
          written notice thereof, by first class mail, postage prepaid,
          addressed to each holder of shares of Class A Common Stock at the
          address of such holder as shown on the books of the Corporation, which
          notice shall state the number of shares of Common Stock or other
          securities, cash or property issuable upon conversion of the Class A
          Common Stock resulting from such adjustment, setting forth in
          reasonable detail the method of calculation and the facts upon which
          such calculation is based.

               3H.  Stock to be Reserved. The Corporation will at all times
                    --------------------
          reserve and keep available out of its authorized but unissued Common
          Stock, solely for the purpose of issuance upon the conversion of the
          Class A Common Stock as herein provided, such number of shares of
          Common Stock as shall then be issuable upon the conversion of all
          outstanding shares of Class A Common Stock. All shares of Common Stock
          which shall be so issued shall be duly and validly issued and fully
          paid and nonassessable and free from all taxes, liens and charges
          arising out of or by reason of the issue thereof. The Corporation will
          take all such action within its control as may be necessary on its
          part to assure that all such shares of Common Stock may be so issued
          without violation of any applicable law or regulation, or of any
          requirements of any national securities exchange upon which the Common
          Stock of the Corporation may be listed.

               3I.  No Reissuance of Class A Common Stock. Shares of Class A
                    -------------------------------------
          Common Stock which are converted into shares of Common Stock as
          provided herein shall not be reissued.

               3J.  Issue Tax. The issuance of certificates for shares of Common
                    ---------
          Stock upon conversion of the Class A Common Stock shall be made
          without charge to the holders thereof for any issuance tax in respect
          thereof, provided that the Corporation shall not be required to pay
          any tax which may be payable in respect of any transfer involved in
          the issuance and delivery of any certificate in a name other than that
          of the holder of the Class A Common Stock which is being converted.

               3K.  Closing of Books. The Corporation will at no time close
                    ----------------
          its transfer books against the transfer of any Class A Common Stock or
          of any shares of Common Stock issued or issuable upon the conversion
          of any shares of Class A Common Stock in any manner which interferes
          with the timely conversion of such Class A Common Stock.

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               3L.  Definition of Common Stock. As used in this paragraph 3, the
                    --------------------------
          term "Common Stock" shall mean and include the Corporation's
          authorized Common Stock, $.01 par value, as constituted on the date of
          filing of this Amended and Restated Certificate of Incorporation and
          shall also include any capital stock of any class of the Corporation
          thereafter authorized which shall not be limited to a fixed sum or
          percentage of par value in respect of the rights of the holders
          thereof to participate in dividends or in the distribution of assets
          upon the voluntary or involuntary liquidation, dissolution or winding
          up of the Corporation; provided that the shares of Common Stock
          receivable upon conversion of shares of the Class A Common Stock, or
          in case of any reorganization or reclassification of the outstanding
          shares thereof, the stock, securities or assets provided for in
          subparagraphs 3E or 3F, shall include only shares designated as Common
          Stock of the Corporation on the date of filing of this Amended and
          Restated Certificate of Incorporation.

               4.   Voting. Except as otherwise provided by law or this
                    ------
          Certificate of Incorporation, the holders of Common Stock and Class A
          Common Stock shall vote together as a class on all matters to be voted
          on by the stockholders of the Corporation on the following basis: (1)
          each holder of Class A Common Stock shall be entitled to one vote for
          each share of Common Stock which would be issuable to such holder upon
          the conversion of all the shares of Class A Common Stock so held on
          the record date for the determination of stockholders entitled to vote
          and (2) each holder of Common Stock shall be entitled to one vote per
          share. So long as shares of Class A Common Stock are outstanding, at
          any annual meeting of stockholders for the election of directors of
          the Corporation, one director (the "Class A Director") shall be
          elected by the holders of Class A Common Stock voting together as a
          single class, to the exclusion of the holders of Common Stock and any
          other class of capital stock of the Corporation that has the right to
          vote at such meeting. The holders of Common Stock and any other class
          of capital stock of the Corporation which has the right to vote at
          such meeting (other than Class A Common Stock) shall elect the
          remaining directors. So long as shares of Class A Common Stock are
          outstanding, the Class A Director may be removed by, with or without
          cause, the vote or consent of the holders of record of the outstanding
          shares of Class A Common Stock, voting together as a single class. So
          long as shares of Class A Common Stock are outstanding, any vacancy in
          the office of the Class A Director may be filled by the person elected
          by the vote of the holders of record of the outstanding shares of
          Class A Common Stock, voting together as a single class. So long as
          shares of Class A Common Stock are outstanding, the Corporation shall
          not, without the affirmative vote or consent of a majority of the
          holders of shares of Class A Common Stock outstanding at the time (1)
          amend, alter or repeal the provisions of this Section I of Article
          FOURTH of this Amended and Restated Certificate of Incorporation or
          (2) issue, authorize or propose the issuance of any shares of Class A
          Common Stock.

               II.  Preferred Stock.
                    ---------------

               The Board of Directors is authorized to provide for the
issuance of the shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. The authority of
the Board of Directors

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with respect to the Preferred Stock shall include, but not be limited to,
determination of the following:

               1.   The number of shares constituting that series and the
         distinctive designation of that series;

               2.   The dividend rate on the shares of that series, whether
         dividends shall be cumulative, and, if so, from which date or dates,
         and the relative rights of priority, if any, of payment of dividends on
         share of that series;

               3.   Whether that series shall have voting rights, in addition to
         the voting rights provided by law, and, if so, the terms of such voting
         rights;

               4.   Whether that series shall have conversion privileges, and,
         if so, the terms and conditions of such conversion, including provision
         for adjustment of the conversion rate in such events as the Board of
         Directors shall determine;

               5.   Whether or not the shares of that series shall be
         redeemable, and, if so, the terms and conditions of such redemption,
         including the date or dates upon or after which they shall be
         redeemable, and the amount per share payable in case of redemption,
         which amount may vary under different conditions and at different
         redemption dates;

               6.   Whether that series shall have a sinking fund for the
         redemption or purchase of shares of that series, and, if so, the terms
         and amount of such sinking fund;

               7.   The rights of the shares of that series in the event of
         voluntary or involuntary liquidation, dissolution or winding up of the
         Corporation, and the relative rights of priority, if any, of payment of
         shares of that series; and

               8.   Any other relative rights, preferences and limitations of
          that series.

               FIFTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
By-laws of the Corporation, subject to the power of the stockholders of the
Corporation to alter or repeal any By-law made by the Board of Directors.

               SIXTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provisions contained in this
Amended and Restated Certificate of Incorporation; and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Amended and Restated Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article.

               SEVENTH: (a) A director of the Corporation shall not be
personally liable either to the Corporation or to any stockholder for monetary
damages for breach of fiduciary duty as a director, except for (i) any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) acts
or omissions which are not in good faith or which involve intentional

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misconduct or knowing violation of the law, (iii) any matter in respect of which
such director shall be liable under Section 174 of Title 8 of the General
Corporation Law of the State of Delaware or any amendment thereto or successor
provision thereto, or (iv) any transaction from which the director shall have
derived an improper personal benefit. Neither amendment nor repeal of this
paragraph (a) nor the adoption of any provision of the Amended and Restated
Certificate of Incorporation inconsistent with this paragraph (a) shall
eliminate or reduce the effect of this paragraph (a) in respect of any matter
occurring, or any cause of action, suit or claim that, but for this paragraph
(a) of this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

               (b)  The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to, or testifies in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature, by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permitted by law, and the Corporation may adopt by-laws or enter
into agreements with any such person for the purpose of providing for such
indemnification.

               (c)  To the extent that a director or officer of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraph (b) of this Article, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

               (d)  Expenses incurred by an officer, director, employee or agent
in defending or testifying in a civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer, director, employee or agent to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation against such expenses as
authorized by this Article, and the Corporation may adopt by-laws or enter into
agreements with such persons for the purpose of providing for such advances.

               (e)  The indemnification permitted by this Article shall not be
deemed exclusive of any other rights to which any person may be entitled under
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding an office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

               (f)  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the

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Corporation would have the power to indemnify such person against such liability
under the provisions of this Article or otherwise.

               (g)  If a claim for indemnification or advancement of expenses
under this Article is not paid in full by the Corporation within 60 days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall also be
entitled to be paid the expenses of prosecuting such claim. It shall be a
defense to any such action that such indemnification or advancement of costs of
defense are not permitted under the Delaware General Corporation Law, but the
burden of providing such defense shall be on the Corporation. Neither the
failure of the Corporation (including its board of directors or any committee
thereof, independent legal counsel or stockholders) to have made its
determination prior to the commencement of such action that indemnification of,
or advancement of cost of defense to, the claimant is permissible in the
circumstances nor an actual determination by the Corporation (including its
board of directors or any committee thereof, independent legal counsel or
stockholders) that such indemnification or advancement is not permissible shall
be a defense to the action or create a presumption that such indemnification or
advancement is not permissible.

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