<PAGE> 1
As filed with the Securities and Exchange Commission on December 1, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RADIANT SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Georgia 11-2749765
- --------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
1000 Alderman Drive, Alpharetta, Georgia 30005
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(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full Title of the Plan)
John H. Heyman
Executive Vice President
Radiant Systems, Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
(770) 772-3000
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(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Robert T. Molinet, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E.
Suite 3100
Atlanta, Georgia 30005
(404) 815-3643
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Options and Shares of
no par value 1,000,000 $20.00 $20,000,000.00 $5,900.00
Common Stock Shares
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low reported
prices of the Common Stock on the Nasdaq National Market System on November 24,
1997.
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This Registration Statement covers 1,000,000 additional shares of the no
par value Common Stock of Radiant Systems, Inc. (the "Company") issuable
pursuant to the Company's Amended and Restated 1995 Stock Option Plan, for which
a previously filed Registration Statement on Form S-8 is effective. The contents
of the Company's earlier Registration Statement on Form S-8, File No. 333-
23237, as filed with the Securities and Exchange Commission on March 13, 1997,
are incorporated by reference.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;
5. The Company's Current Report on Form 8-K dated May 23, 1997;
6. The Company's Current Report on Form 8-K/A (Amendment No. 1) to Current
Report on Form 8-K dated May 23, 1997;
7. The Company's Current Report on Form 8-K dated May 30, 1997;
8. The Company's Current Report on Form 8-K/A (Amendment No. 1) to Current
Report on Form 8-K dated May 30, 1997;
9. The Company's Current Report on Form 8-K dated October 31, 1997; and
10. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A as filed with the Commission on
January 27, 1997.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
As provided under Georgia law, the Company's Articles of Incorporation
provide that a Director shall not be personally liable to the Company or its
shareholders for monetary damages, for breach of the duty of care or any other
fiduciary duty owed to the Company as a Director, except that such provisions
shall not eliminate or limit the liability of a Director (a) for any
appropriation, in violation of his or her duties, of any business opportunity of
the Company; (b) for acts or omissions which involve intentional misconduct or a
knowing violation of law; (c) for unlawful corporation distributions; or (d) for
any transaction from which the Director received an improper personal benefit.
If applicable law is amended to authorize corporate action further eliminating
or limiting the liability of Directors, the liability of each Director of the
Company shall be eliminated or limited to the fullest extent permitted by
applicable law. These provisions apply to claims against officers, employees,
and agents of the Company as well. Article VI of the Company's Bylaws provides
that the Company shall
<PAGE> 4
indemnify a Director who has been successful in the defense of any proceeding to
which he or she was a party or in defense of any claim, issue or matter therein
because he or she is or was a Director of the Company, against reasonable
expenses incurred by him or her in connection with such defense.
The Company's Bylaws also provide that the Company may indemnify any
Director, officer, employee or agent made a party to a proceeding because he or
she is or was a Director, officer, employee or agent against liability incurred
in the proceeding if he or she conducted himself or herself in good faith and
reasonably believed, in the case of conduct in his or her official capacity,
that such conduct was in the best interests of the Company; in all other cases,
that such conduct was at least not opposed to the best interests of the Company;
and in the case of any criminal proceeding, that he or she had no reasonable
cause to believe such conduct was unlawful. An officer who is not a Director, or
an officer who is also a Director and is made a party to a proceeding on the
sole basis of an act or omission in his or her capacity as an officer, may be
indemnified as provided by the Articles, Bylaws, a resolution of the Board or
contract; except for liability arising out of conduct that constitutes (i) an
appropriation, in violation of his or her duties, of any business opportunity of
the Company, (ii) acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) unlawful corporate distributions, or (iv) any
transaction from which the officer received an improper personal benefit.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a majority of all of the disinterested members of
the Board; (b) a majority of a committee of disinterested Directors; (c)
independent legal counsel; or (d) the shareholders. No indemnification may be
made to or on behalf of a Director, officer, employee or agent (1) in connection
with a proceeding by or in the right of the Company in which such person was
adjudged liable to the Company, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the Director has met the
relevant standard of conduct, or (2) in connection with any other proceeding
with respect to conduct for which such person was adjudged liable on the basis
that personal benefit was improperly received by him or her, whether or not
involving action in his or her official capacity.
The Company may, if authorized by its shareholders by a majority of
votes which would be entitled to be cast in a vote to amend the Company's
Articles of Incorporation, indemnify or obligate itself to indemnify a Director,
officer, employee or agent made a party to a proceeding, including a proceeding
brought by or in the right of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this item is required.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated by an asterisk
(*) were previously filed as a part of, and are hereby incorporated by reference
from, (i) a Registration Statement on Form S-1 under the Securities Act of 1933
for the Registrant, Registration No. 333-17723 (referred to as "S-1") and (ii) a
Registration Statement on Form S-8 under the Securities Act of 1933 for the
Registrant, Registration No. 333-23237 (referred to as "S-8"). The exhibit
number corresponds to the exhibit number in the referenced document.
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
*4.1 Form of Incentive Stock Option Agreement (S-8).
5.1 Opinion of Smith, Gambrell & Russell, LLP.
*10.3 Registrant's Amended and Restated 1995 Stock Option Plan (S-1).
10.3.1 Amendment No. 1 to Registrant's Amended and Restated 1995 Stock
Option Plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Alpharetta, State of Georgia, on the 20th day of
November, 1997.
RADIANT SYSTEMS, INC.
By: /s/ Erez Goren
-----------------------------------------
Erez Goren
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Erez Goren and John H. Heyman, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him, in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including a Registration Statement
filed under Rule 462(b) of the Securities Act of 1933, as amended, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Erez Goren Co-Chairman of the Board and November 20, 1997
- ---------------------------------------- Chief Executive Officer (principal
Erez Goren executive officer)
/s/ Alon Goren Co-Chairman of the Board and November 20, 1997
- ---------------------------------------- Chief Technology Officer
Alon Goren
/s/ Eric B. Hinkle President, Chief Operating November 20, 1997
- ---------------------------------------- Officer and Director
Eric B. Hinkle
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ John H. Heyman Executive Vice President, Chief November 20, 1997
- ---------------------------------------- Financial Officer and Director
John H. Heyman (principal financial officer)
/s/ Paul Ilse Controller November 20, 1997
- ---------------------------------------- (principal accounting officer)
Paul Ilse
/s/ James S. Balloun Director November 20, 1997
- ----------------------------------------
James S. Balloun
/s/ Evan O. Grossman Director November 20, 1997
- ----------------------------------------
Evan O. Grossman
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.3.1 Amendment No. 1 to Registrant's Amended and Restated 1995
Stock Option Plan.
23.1 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 25, 1997
Radiant Systems, Inc.
1000 Alderman Drive
Alpharetta, Georgia 30202
RE: Radiant Systems, Inc.
Registration Statement on Form S-8
1,000,000 Shares of no par value
Common Stock
1995 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Radiant Systems, Inc. (the "Company") in
connection with the registration of 1,000,000 shares of its no par value Common
Stock (the "Shares") reserved to the Company's 1995 Stock Option Plan, as
amended (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, certified by
the Secretary of State of the State of Georgia;
(2) The Bylaws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company; and
(4) The Registration Statement, including all exhibits thereto.
<PAGE> 2
Board of Directors
Radiant Systems, Inc.
November 25, 1997
Page Two
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that
the Shares covered by the Registration Statement have been legally authorized
and when issued in accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Robert T. Molinet
------------------------------
Robert T. Molinet
<PAGE> 1
EXHIBIT 10.3.1
AMENDMENT NO. 1
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
RADIANT SYSTEMS, INC.
WHEREAS, the Board of Directors of Radiant Systems, Inc. (the "Company") has
previously adopted and the shareholders of the Company have approved, the
Amended and Restated 1995 Stock Option Plan (the "Plan") pursuant to which
options to purchase stock of the Company may be issued to eligible directors,
officers and key employees of the Company; and
WHEREAS, the Board of Directors of the Company deems it desirable to further
amend the Plan as provided herein;
NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:
ARTICLE I
AMENDMENTS TO PLAN
1.1 Section 4 of the Plan shall be amended by deleting the second sentence
thereof in its entirety and substituting the following new sentence therefor:
"The maximum number of shares which shall be reserved
and made available for sale under the Plan shall
be 5,000,000."
ARTICLE II
EFFECTIVE DATE OF AMENDMENTS
2.1 The amendments effected hereby shall be effective for options granted
under the Plan on or after the date this amendment is approved by the Board of
Directors of the Company, but subject to approval of a majority of the shares of
Common Stock of the Company entitled to vote thereon represented in person and
by proxy at a meeting of shareholders. In the event shareholder approval of
adoption of this amendment is not obtained within twelve months of the date this
amendment is approved by the Board of Directors of the Company, then any option
granted in the intervening period to persons who are not officers, directors or
employees of the Company or any subsidiary of the Company, shall be void.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated January 15, 1997 included in Radiant Systems, Inc.'s Annual Report
on Form 10-K for the fiscal year ended December 31, 1996 and to all references
to our Firm included in this registration statement.
/S/ ARTHUR ANDERSEN LLP
Atlanta, Georgia,
November 24, 1997
