-----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, AD8DSZBf4+pjsC3mZ2p+xr/oicF4VuHSgRGQW8wt9UpLXWKLPyzrXF+NAiDGZvqm Be2CeR7izf6oj63mwocbuQ== 0000950144-98-010243.txt : 19980825 0000950144-98-010243.hdr.sgml : 19980825 ACCESSION NUMBER: 0000950144-98-010243 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980824 EFFECTIVENESS DATE: 19980824 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIANT SYSTEMS INC CENTRAL INDEX KEY: 0000845818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112749765 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62157 FILM NUMBER: 98696864 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 S-8 1 RADIANT SYSTEMS, INC. 1 As filed with the Securities and Exchange Commission on August 24, 1998 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, Alpharetta, Georgia 30005 ---------------------------------------------------------- (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 ------------------------------------------- (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 30309 (404) 815-3643 ---------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================================== 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 ------------------- ------------ ------------------ ------------------ ---------------- Options and Shares of no par value 1,000,000 $7.75 $7,750,000 $2,287 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 August 20, 1998. ================================================================================ 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 previously filed Registration Statements on Form S-8 are effective. The contents of the Company's earlier Registration Statements on Form S-8, File Nos. 333- 23237 and 333-41291, as filed with the Securities and Exchange Commission on March 13, 1997 and December 1, 1997, respectively, are incorporated by reference. 2 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, 1997; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; 3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998; and 4. 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 II-1 3 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"), (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") and (iii) a Registration Statement on Form S-8 under the Securities Act of 1933 for the Registrant, Registration No. 333-41291 (referred to as "1997 S-8"). The exhibit number corresponds to the exhibit number in the referenced document. II-2 4
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- *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 (1997 S-8). 10.3.2 Amendment No. 2 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).
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. II-3 5 (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-4 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 15th day of May, 1998. 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 May 15, 1998 - --------------------- Chief Executive Officer (principal Erez Goren executive officer) /s/ Alon Goren Co-Chairman of the Board and May 15, 1998 - --------------------- Chief Technology Officer Alon Goren /s/ Eric B. Hinkle President, Chief Operating - --------------------- Officer and Director May 15, 1998 Eric B. Hinkle
7
SIGNATURE Title Date --------- ----- ---- /s/ John H. Heyman Executive Vice President, Chief May 15, 1998 - --------------------- Financial Officer and Director John H. Heyman (principal financial officer) /s/ Paul Ilse Controller May 15, 1998 - --------------------- (principal accounting officer) Paul Ilse /s/ James S. Balloun Director May 15, 1998 - --------------------- James S. Balloun /s/ Evan O. Grossman Director May 15, 1998 - --------------------- Evan O. Grossman
8 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------- -------------------------------------------------- 5.1 Opinion of Smith, Gambrell & Russell, LLP. 10.3.2 Amendment No. 2 to Registrant's Amended and Restated 1995 Stock Option Plan. 23.1 Consent of Arthur Andersen LLP.
EX-5.1 2 OPINION OF SMITH GAMBRELL AND RUSSELL, LLP 1 EXHIBIT 5.1 SMITH, GAMBRELL & RUSSELL, LLP ATTORNEYS AT LAW Telephone SUITE 3100, PROMENADE II WEBSITE (404) 815-3500 1230 PEACHTREE STREET, N.E. WWW.SGRATL.COM facsimile ATLANTA, GEORGIA 30309-3592 (404) 815-3509 -------- ESTABLISHED 1893 EXHIBIT 5.1 August 21, 1998 Radiant Systems, Inc. 1000 Alderman Drive Alpharetta, Georgia 30005 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 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, including all exhibits thereto. 2 Radiant Systems, Inc. August 21, 1998 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 EX-10.3.2 3 AMENDMENT NO.2 TO AMENDED & RESTATED STOCK OPTION 1 EXHIBIT 10.3.2 AMENDMENT NO. 2 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 6,000,000." 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. EX-23.1 4 CONSENT OF ARTHUR ANDERSON LLP. 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 February 4, 1998 included in Radiant Systems, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and to all references to our Firm included in this registration statement and related prospectus. /S/ ARTHUR ANDERSEN LLP Atlanta, Georgia August 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----