<PAGE>
As filed with the Securities and Exchange Commission on March 13, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RADIANT SYSTEMS, INC.
------------------------------------------------------
(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, Suite A, Alpharetta, Georgia 30202
---------------------------------------------------------
(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, Suite A
Alpharetta, Georgia 30202
(770) 772-3000
----------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
______________________
Copies Requested to:
Robert T. Molinet, Esq.
Smith, Gambrell & Russell, LLP
3343 Peachtree Road, N.E.
Suite 1800, East Tower
Atlanta, Georgia 30326-1010
(404) 264-2620
______________________
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 4,000,000 $9.56 $38,250,000 $11,591
Common Stock Shares
- ------------------------------------------------------------------------------------------------------------------
/(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
March 6, 1997.
==================================================================================================================
</TABLE>
<PAGE>
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 Prospectus dated February 12, 1997, as filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933; and
2. 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 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
<PAGE>
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, a Registration Statement on Form S-1 under the Securities Act of 1933 for
the Registrant, Registration No. 333-17723. The exhibit number corresponds to
the exhibit number in the referenced document.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Form of Incentive Stock Option Agreement.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
*10.3 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).
II-2
<PAGE>
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.
II-3
<PAGE>
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 5th day of March,
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Erez Goren Co-Chairman of the Board and March 5, 1997
- -------------------- Chief Executive Officer (principal
Erez Goren executive officer)
/s/ Alon Goren Co-Chairman of the Board and March 5, 1997
- -------------------- Chief Technology Officer
Alon Goren
/s/ Eric B. Hinkle President, Chief Operating Officer
- -------------------- and Director March 5, 1997
Eric B. Hinkle
II-4
<PAGE>
/s/ John H. Heyman Executive Vice President, Chief March 5, 1997
- -------------------- Financial Officer and Director
John H. Heyman (principal financial officer)
/s/ Paul Ilse Controller March 5, 1997
- -------------------- (principal accounting officer)
Paul Ilse
II-5
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE NO.
- ------ ----------------------------------------------- --------
4.1 Form of Incentive Stock Option Agreement.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Arthur Andersen LLP.
II-6
<PAGE>
EXHIBIT 4.1
RADIANT SYSTEMS, INC.
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") made and entered
into this ____ day of _________, 199_ by and between Radiant Systems, Inc. (the
"Company") and _____________________ ("Employee");
W I T N E S S E T H:
- - - - - - - - - -
The Board of Directors of the Company has adopted that certain 1995 Stock
Option Plan, as amended (the "Plan"), a copy of which is attached hereto as
Exhibit "A" and incorporated herein by reference. Pursuant to the terms of the
Plan, the Board of Directors has selected Employee to participate in the Plan
and desires to grant to Employee certain incentive stock options to purchase
shares of the Company's authorized Common Stock, no par value per share
("Stock"), subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. INCORPORATION OF PLAN PROVISIONS
This Option Agreement is subject to and is to be construed in all respects
in a manner which is consistent with the terms of the Plan, the provisions of
which are hereby incorporated by reference into this Option Agreement. Unless
specifically provided otherwise, all terms used in this Option Agreement shall
have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Employee is hereby granted a stock option to purchase ______ shares of Stock,
effective as of the date first written above. This stock option is intended to
be an Incentive Stock Option as provided in (S) 422 of the Internal Revenue
Code.
3. FAIR MARKET VALUE OF STOCK
The Board of Directors has determined, in good faith and in its best
judgment, that the fair market value per share of Stock as of the date this
stock option is granted is $_____.
4. OPTION PRICE
The Board of Directors has determined that the price for each share of Stock
purchased under this Option Agreement shall be $_____.
5. EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall expire
(to the extent not previously fully exercised) upon the first to occur of the
following:
(a) ________________ (the tenth anniversary of the date of
grant of the option);
<PAGE>
(b) The date which is three (3) months following the date which
Employee ceases his employment with the Company or any subsidiary of the
Company, otherwise than as a result of Employee's death or total disability;
(c) The date which is the first anniversary of the date upon which
Employee ceases to be employed by the Company, or any subsidiary of the Company,
by reason of Employee's death or total disability.
(d) The date upon which Employee ceases his employment with the
Company or any subsidiary of the Company, for any reason, including death or
total disability, with respect to any portion of this option that is not then
exercisable on the date Employee ceases his employment with the Company.
6. EXERCISE OF OPTION
Unless options hereunder shall earlier lapse or expire pursuant to Article 5
hereof, this option may be exercised with respect to the aggregate number of
shares subject to this Option Agreement as follows:
(i) as of __________________ [first anniversary], _____ shares;
(ii) as of __________________ [second anniversary],
an additional _____ shares;
(iii) as of __________________ [third anniversary],
an additional _____ shares;
(iv) as of __________________ [fourth anniversary],
an additional _____ shares; and
(v) as of __________________ [fifth anniversary],
an additional _____ shares.
[Vesting schedule may be tailored to suit the Company's needs]
To the extent such options become exercisable in accordance with the
foregoing, Employee may exercise this stock option, in whole or in part, from
time to time. The option exercise price may be paid by Employee either in cash,
or, in the event that an organized trading market in the Stock exists on the
date of exercise of the option, by surrender of other shares held by Employee of
the Stock of the Company; provided that the shares surrendered have been held by
Employee for more than six months on the date of surrender.
For the purposes of this Article 6, an "organized trading market" shall be
deemed to exist on the date of exercise of the option if: (a) the Stock is
listed on a national securities exchange, or (b) the Stock has been quoted on
the National Association of Securities Dealers Automated Quotation System
("Nasdaq") for the 15 trading days preceding the date of exercise of the option,
or (c) bid and asked quotations for the Stock have been published by the
National Quotation Bureau or other recognized inter-dealer quotation publication
(other than Nasdaq) during 20 of the 30 trading days preceding the date of
exercise of the option. In the event that an organized trading market for the
Stock exists on the date of exercise of the option, Employee shall be given
credit against the option exercise price hereunder for such shares surrendered
equal to (i) if the Stock is listed on a national securities exchange or is
quoted on the Nasdaq National Market, the last actual sales transaction price
reported on the day preceding exercise of the option, or, if there were no
actual sales transactions reported for such date, on the date next preceding
such date on which actual sales transactions were reported, or (ii) if the Stock
is quoted on Nasdaq (other than the Nasdaq National Market) or by the National
Quotation Bureau or other recognized inter-dealer quotation publication, the
average of the high and low price quotations on the day preceding exercise of
the option, or, if there were no price quotations for such date, on the date
next preceding such date on which there were high and low price quotations for
the Stock.
<PAGE>
7. MANNER OF EXERCISE
This stock option may be exercised by written notice to the Secretary of the
Company specifying the number of shares to be purchased and signed by Employee
or such other person who may be entitled to acquire Stock under this Option
Agreement. If any such notice is signed by a person other than Employee, such
person shall also provide such other information and documentation as the
Secretary of the Company may reasonably require to assume that such person is
entitled to acquire Stock under the terms of the Plan and this Option Agreement.
After receipt of the notice and any other assurances requested by the Company
under this Article 7, and upon receipt of the full option price, the Company
shall issue to the person giving notice of exercise under this Option Agreement
the number of shares specified in such notice.
8. RESTRICTIONS ON TRANSFERABILITY
The stock option granted hereunder shall not be transferable by Employee
otherwise than by will or by the laws of descent and distribution, and such
stock option shall be exercisable during Employee's lifetime only by Employee.
9. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Employee acknowledges and understands that the Stock subject to this Option
Agreement is subject to certain restrictions on transferability. In addition,
the Stock subject to this Option Agreement is not registered under the Federal
Securities Act of 1933, as amended ("Federal Act") or under the Georgia
Securities Act of 1973, as amended ("State Act"). Each option shall be subject
to the requirement that if at any time the Board of Directors shall determine,
in its discretion, that the listing, registration or qualification of the shares
subject to such option upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such option or the issue or purchase of shares thereunder, such option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. The costs of any such
listing, registration, qualification, consent or approval shall be paid by the
Company. Alternatively, the Company shall not permit any exercise of this stock
option unless it receives such representations, factual assurances, and legal
opinions as it may deem necessary to determine and document the availability of
an exemption from registration under both the Federal Act and the State Act with
respect to any particular issuance of shares under this Option Agreement.
Further, the Board of Directors shall require that Stock issued in respect of
any exercise of this stock option shall bear such restrictions on further
transfer as shall be necessary to insure the availability of any exemption so
claimed.
10. REORGANIZATION
In the event that dividends are payable in Common Stock of the Company or in
the event there are splits, subdivisions or combinations of shares of Common
Stock of the Company, the number of Shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
Shares deliverable upon the exercise thereafter of any Option theretofore
granted shall be increased or decreased proportionately, as the case may be,
without change in the aggregate purchase price.
In case the Company is merged or consolidated with another corporation and
the Company is not the surviving corporation, or in case the property or stock
of the Company is acquired by another corporation, or in case of a separation,
<PAGE>
reorganization, recapitalization or liquidation of the Company, the Board of
Directors of the Company, or the Board of Directors of any corporation assuming
the obligations of the Company hereunder, shall either (i) make appropriate
provision for the protection of any outstanding Options by the substitution on
an equitable basis of appropriate stock of the Company, or of the merged,
consolidated or otherwise reorganized corporation which will be issuable in
respect to the shares of Common Stock of the Company, provided only that the
excess of the aggregate fair market value of the shares subject to option
immediately after such substitution over the purchase price thereof is not more
than the excess of the aggregate fair market value of the shares subject to
option immediately before such substitution over the purchase price thereof, or
(ii) upon written notice to the Optionee provide that the Option (including the
shares not then exercisable) must be exercised within sixty (60) days of the
date of such notice or it will be terminated.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer of
the Company, and Employee has executed this Option Agreement as of the date
first written above.
RADIANT SYSTEMS, INC.
By: /s/ Erez Goren
----------------------------------------
Erez Goren, Co-Chairman of the Board and
Chief Executive Officer
Attest:
/s/ Alon Goren
- -------------------------
Alon Goren, Secretary
"EMPLOYEE"
-------------------------------------------
<PAGE>
EXHIBIT 5.1
March 3, 1997
Radiant Systems, Inc.
1000 Alderman Drive, Suite A
Alpharetta, Georgia 30202
RE: Radiant Systems, Inc.
Registration Statement on Form S-8
4,000,000 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 4,000,000 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;
(4) Certificate of Good Standing with respect to the Company, issued by the
Secretary of State of the State of Georgia; and
(5) The Registration Statement, including all exhibits thereto.
<PAGE>
Board of Directors
Radiant Systems, Inc.
March 3, 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:
(A) The Company has been duly incorporated under the laws of the State of
Georgia and is validly existing and in good standing under the laws of
that State; and
(B) 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>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 15, 1997
included in Radiant Systems, Inc.'s Prospectus dated February 12, 1997 and to
all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
- ------------------------
Atlanta, Georgia,
March 10, 1997
