8-K 1 d8k.htm FORM 8-K Form 8-k

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 31, 2005

 


 

RADIANT SYSTEMS, INC.

(Exact name of registrant

as specified in its charter)

 

Georgia   0-22065   11-2749765
(State or other   (Commission   (I.R.S. Employer
jurisdiction of   File Number)   Identification No.)
incorporation)        

 

3925 Brookside Parkway, Alpharetta, Georgia    30022
(Address of principal executive offices)    (Zip Code)

 

Registrant’s telephone number, including area code: (770) 576-6000

 

 


(Former name or former address, if changed since last report.)

 

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 1.01 Entry into a Material Definitive Agreement.

 

On March 31, 2005, Radiant Systems, Inc. and each of its domestic subsidiaries (“Radiant”) entered into a senior secured credit facility (the “Credit Agreement”) with Wells Fargo Foothill, Inc., as the arranger, administrative agent and initial lender. Other lenders may participate in the Credit Agreement from time to time. Unless extended, the Credit Agreement expires on March 31, 2008.

 

The Credit Agreement provides for extensions of credit in the form of revolving loans in an aggregate principal amount of up to $15 million and a term loan facility in an aggregate principal amount of up to $15 million.

 

Loans under the Credit Agreement will bear interest, at Radiant’s option, at either the London Interbank Offering Rate plus two and one half percent or at the rate that Wells Fargo Bank, N.A. announces as its prime rate then in effect. Fees associated with the Credit Agreement are typical for transactions of this type.

 

The Credit Agreement contains certain customary representations and warranties from Radiant. It also contains customary covenants, including use of proceeds; limitations on liens; limitations on mergers, consolidations and sales of Radiant’s assets; and limitations on transactions with related parties. In addition, the Credit Agreement contains various financial covenants, including: minimum EBITDA levels, minimum tangible Net Worth, and maximum capital expenditures.

 

The Credit Agreement also contains customary events of default, including nonpayment of principal, interest, fees or charges when due; breach of covenants; material inaccuracy of representations and warranties when made; and insolvency. If any events of default occur and are not cured within the applicable grace periods or waived, the administrative agent shall at the election of the required lenders terminate the commitments and declare the loans then outstanding to be due and payable in whole or in part together with accrued interest and any unpaid accrued fees and all other liabilities of Radiant accrued.

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RADIANT SYSTEMS, INC.
By:   /S/    JOHN H. HEYMAN        
   

John Heyman

Chief Executive Officer

 

Dated: April 6, 2005