SC 13G 1 s15-4855_13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ SCHEDULE 13G Radiant Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75025N102 (CUSIP Number) September 30, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) CUSIP No. 75025N102 13G Page 2 of 6 Pages 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Potomac Capital Management LLC 13-3984298 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 1,574,948 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,574,948 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,574,948 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.46% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC; OO (Limited Liability Corporation) CUSIP No. 75025N102 13G Page 3 of 6 Pages 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Potomac Capital Management, Inc. 13-3984786 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 1,574,948 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,574,948 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,574,948 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.46% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC; CO (Limited Liability Corporation) CUSIP No. 75025N102 13G Page 4 of 6 Pages 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul J. Solit 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH 6. SHARED VOTING POWER REPORTING 1,574,948 shares of Common Stock PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,574,948 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,574,948 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.46% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN; HC CUSIP No. 75025N102 13G Page 5 of 6 Pages Item 1(a). Name of Issuer: Radiant Systems, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 3925 Brookside Parkway Alpharetta, GA 30022 Item 2(a). Name of Person Filing: This statement is being filed by (i) Potomac Capital Management LLC; (ii) Potomac Capital Management Inc.; and (iii) Paul J. Solit. Item 2(b). Address of Principal Business Office or, if None, Residence: (i), (ii), and (iii) 153 E. 53rd Street, 26th Floor New York, New York 10022 Item 2(c). Citizenship: (i) New York (ii) New York (iii) U.S. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 75025N102 Item 3. If this statement is filed pursuant to rule 13d-1(b), 13-2(b) or (c), check whether the person filing is a: Not Applicable. Item 4. Ownership. (i) Potomac Capital Management LLC (ii) Potomac Capital Management Inc. (iii) Paul J. Solit (a) 1,574,948 shares of common stock (b) 5.46% (c) (i) Sole power to vote or to direct the vote of NA (ii) Shared power to vote or to direct the vote of 1,574,948 shares (iii) Sole power to dispose or to direct the disposition of NA (iv) Shared power to dispose or to direct the disposition of 1,574,948 shares CUSIP No. 75025N102 13G Page 6 of 6 Pages Item 5. Ownership of Five Percent or Less of Class. Not Applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit A attached hereto. Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 13, 2004 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit Paul J. Solit EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G Exhibit B Joint Filing Agreement dated October 13, 2004 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit