-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVVr8zjJnnUWVAIqR7jYVreTS8VlMmmQLLelLxGegc87ZQBfHnZWEa/iNno2u8l8 Hv115KW7dGgCqIP9ZsfRVA== 0000931763-97-001160.txt : 19970721 0000931763-97-001160.hdr.sgml : 19970721 ACCESSION NUMBER: 0000931763-97-001160 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970715 EFFECTIVENESS DATE: 19970715 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIANT SYSTEMS INC CENTRAL INDEX KEY: 0000845818 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 112749765 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-07282 FILM NUMBER: 97641178 BUSINESS ADDRESS: STREET 1: 1000 ALDERMAN DR STREET 2: STE A CITY: ALPHARETTA STATE: GA ZIP: 30202 BUSINESS PHONE: 7707723000 MAIL ADDRESS: STREET 1: 1000 ALDERMAN DRIVE STREET 2: STE A CITY: ALPHARETTA STATE: GA ZIP: 30202 POS462B 1 POST-EFFECTIVE AMENDMENT TO SECURITIES ACT RULE AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997 REGISTRATION NO. 333- - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- 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 - - ------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------
TITLE OF EACH CLASS PROPOSED MAXIMUM OF SECURITIES TO AGGREGATE AMOUNT OF BE REGISTERED OFFERING PRICE (1)(2) REGISTRATION FEE - - --------------------------------------------------------------------------------------- Common Stock, no par value....... $8,876,570 $2,690 - - ---------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------- (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. - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE The contents of the Registration Statement on Form S-1, Registration No. 333-30289 are hereby incorporated by reference. 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 EX-5 2 OPINION OF SMITH GAMBRELL & RUSSELL 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"). 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 EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 -----END PRIVACY-ENHANCED MESSAGE-----