8-K 1 d8k.htm 8-K 8-K

 

 

UNITED STATES

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 25, 2010

 

 

RADIANT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Georgia   0-22065   11-2749765

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

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

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

N/A

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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 25, 2010, the board of directors (the “Board”) of Radiant Systems, Inc. (the “Company”) determined the base salaries to be paid to the Company’s named executive officers for the fiscal year ending December 31, 2010:

 

Name

  

Title

   Base Salary

John H. Heyman

  

Chief Executive Officer

   $ 490,000

Alon Goren

  

Chief Technology Officer

   $ 309,000

Andrew S. Heyman

  

Chief Operating Officer

   $ 371,000

Mark E. Haidet

  

Chief Financial Officer

   $ 294,000

Carlyle Taylor

  

President – Hardware Division

   $ 262,000

The Board also approved the short-term incentive plans (the “STIPs”) between each of the named executive officers and the Company for the 2010 fiscal year. The STIPs are designed with two performance levels: the expected performance level, which the Company refers to as “Budget,” and the aspirational performance level, which the Company refers to as “Target.” Budget represents the expected level of achievement and Target represents a higher, more challenging level of achievement. In order for the full potential bonus to be earned, Target must be achieved. For some officers, certain portions of the full potential bonus are paid in a proportionate fashion between Budget and Target. The basic STIP design remained the same between 2009 and 2010. Below are the terms of the STIPs for the Company’s named executive officers for the 2010 fiscal year:

John H. Heyman – Chief Executive Officer

 

   

Potential bonus = 100% of 2010 base salary

 

   

Performance measure = adjusted operating income

 

   

Payout calculation

 

   

67% paid on Budget

 

   

33% paid proportionately between Budget and Target

 

   

Payout timing

 

   

100% paid out annually

Alon Goren – Chief Technology Officer

 

   

Potential bonus = 70% of 2010 base salary

 

   

Performance measure = adjusted operating income and other objectives as defined by the Chief Executive Officer of the Company

 

   

Payout calculation

 

   

67% paid on Operating Income Budget

 

   

33% paid on the achievement of other objectives as defined by the Chief Executive Officer of the Company, if Operating Income Budget is achieved

 

   

Payout timing

 

   

100% paid out annually

Andrew S. Heyman – Chief Operating Officer

 

   

Potential bonus = 100% of 2010 base salary

 

   

Performance measure = adjusted operating income

 

   

Payout calculation

 

   

67% paid on Budget

 

   

33% paid proportionately between Budget and Target


   

Payout timing

 

   

100% paid out annually

Mark E. Haidet – Chief Financial Officer

 

   

Potential bonus = 70% of 2010 base salary

 

   

Performance measure = adjusted operating income and other objectives as defined by the Chief Executive Officer of the Company

 

   

Payout calculation

 

   

67% paid on Operating Income Budget

 

   

33% paid on the achievement of other objectives as defined by the Chief Executive Officer of the Company, if Operating Income Budget is achieved

 

   

Payout timing

 

   

100% paid out annually

Carlyle Taylor – President – Hardware Division

 

   

Potential bonus = 85% of 2010 base salary

 

   

Performance measure = adjusted operating income and hardware plus Field Services Gross Profit

 

   

Payout calculation

 

   

80% paid on Adjusted Operating Income Budget

 

   

20% paid on Hardware plus Field Services Gross Profit Budget

 

   

Payout timing

 

   

100% paid out annually

In addition, the Board determined the awards to be granted to the named executive officers under the Company’s long-term equity incentive plan for the executives’ performance during the fiscal year ended December 31, 2009. The Board awarded non-qualified stock options and shares of restricted common stock to each of the named executive officers. The stock options and shares of restricted stock were awarded under the terms of the Company’s Amended and Restated 2005 Long-Term Incentive Plan. The named executive officers will receive the following equity incentive compensation for 2009 performance:

 

Name

   Number of
Stock Options
   Number of
Restricted Shares

John H. Heyman

   120,283    20,416

Alon Goren

   24,764    4,203

Andrew S. Heyman

   79,599    13,511

Mark E. Haidet

   42,600    7,231

Carlyle Taylor

   27,860    4,729

In March of 2008, Mark E. Haidet did not receive the full value of stock options and shares of restricted common stock due to him in connection with the equity award granted by the Company. In an effort to provide Mr. Haidet with the full value of equity awards that he should have received, the Board also approved a special equity award to Mr. Haidet of 5,896 non-qualified stock options and 1,001 shares of restricted common stock.


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        
Name:   John H. Heyman
Title:   Chief Executive Officer

Dated: March 31, 2010