<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RADIANT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 7373 11-2749765
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
1000 ALDERMAN DRIVE
ALPHARETTA, GEORGIA 30202
(770) 772-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN H. HEYMAN
EXECUTIVE VICE PRESIDENT
RADIANT SYSTEMS, INC.
1000 ALDERMAN DRIVE
ALPHARETTA, GEORGIA 30202
(770) 772-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
ARTHUR JAY SCHWARTZ, ESQ. WILLIAM H. AVERY, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP ALSTON & BIRD LLP
SUITE 1800 ONE ATLANTIC CENTER
3343 PEACHTREE ROAD, N.E. 1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30326 ATLANTA, GEORGIA 30309
(404) 264-2620 (404) 881-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. [_]
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. [X] 333-30289
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES TO AGGREGATE AMOUNT OF
BE REGISTERED OFFERING PRICE (1)(2) REGISTRATION FEE
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<S> <C> <C>
Common Stock, no par value....... $8,876,570 $2,690
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</TABLE>
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(1) Includes 48,750 shares that may be sold by the Company upon exercise of
the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-1, Registration No.
333-30289 are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Alpharetta, Georgia on
July 15, 1997.
Radiant Systems, Inc.
/s/ Erez Goren
By: _________________________________
EREZ GOREN, CO-CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Erez Goren Co-Chairman of the July 15, 1997
- - ------------------------------------- Board, President
EREZ GOREN and Chief Executive
Officer
* Co-Chairman of the July 15, 1997
- - ------------------------------------- Board and Chief
ALON GOREN Technology Officer
* President, Chief July 15, 1997
- - ------------------------------------- Operating Officer
ERIC B. HINKLE and Director
/s/ John H. Heyman Executive Vice July 15, 1997
- - ------------------------------------- President, Chief
JOHN H. HEYMAN Financial Officer
and Director
* Controller July 15, 1997
- - ------------------------------------- (Principal
PAUL ILSE Accounting Officer)
* Director July 15, 1997
- - -------------------------------------
JAMES S. BALLOUN
* Director July 15, 1997
- - -------------------------------------
EVAN GROSSMAN
/s/ John H. Heyman
* By: _______________________________
ATTORNEY-IN-FACT
II-5
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Exhibit 5.1
[LETTERHEAD OF SMITH, GAMBRELL & RUSSELL, LLP APPEARS HERE]
July 15, 1997
Board of Directors
Radiant Systems, Inc.
1000 Alderman Drive
Alpharetta, Georgia 30202
Re: Radiant Systems, Inc.
Registration Statement on Form S-1 under Rule 462(b)
373,750 Shares of Common Stock
----------------------------------------------------
Gentlemen:
We have acted as counsel for Radiant Systems, Inc. (the "Company") in
connection with the proposed public offering of the shares of its Common Stock
covered by the above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Articles 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 on Form S-1 filed with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Registration Statement").
<PAGE>
Board of Directors
Radiant Systems, Inc.
July 15, 1997
Page 2
Based upon such examination and upon examination of such other instruments
and records as we have deemed necessary, we are of the opinion that:
(A) The 151,638 shares of Common Stock covered by the Registration
Statement to be sold by the Company 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.
(B) The 222,112 shares of Common Stock covered by the Registration
Statement to be sold by the selling shareholders referenced therein
have been legally authorized by the Company and, when sold 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 Registration
Statement 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
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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-1 for the registration of
3,400,000 shares of Radiant Systems, Inc. common stock of our reports dated
January 15, 1997 and June 20, 1997 with respect to the financial statements of
Radiant Systems, Inc. and Restaurant Management and Controls Systems, Inc.,
respectively, included in the Radiant Systems, Inc. Form S-1 No. 333-30289.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 15, 1997
