S-3MEF

As filed with the Securities and Exchange Commission on September 7, 2010

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

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 of incorporation or organization)	(I.R.S. Employer Identification No.)

3925 Brookside Parkway

Alpharetta, Georgia 30022

(770) 576-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John H. Heyman

Chief Executive Officer

3925 Brookside Parkway

Alpharetta, Georgia 30022

(770) 576-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Terry F. Schwartz, Esq.

Smith, Gambrell & Russell, LLP

1230 Peachtree Street, N.E., Suite 3100

Atlanta, Georgia 30309

(404) 815-3731

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 (File No. 333-162309)

If this form is a post-effective amendment filed pursuant to Rule 462(c) 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.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  x
Non-accelerated filer  ¨ (Do not check if smaller reporting  company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price per Unit(1)(2)	Proposed Maximum Aggregate Offering Price(1)(2)(3)(4)	Amount of Registration Fee(5)
Primary Offering:
Common Stock, no par value per share (5)
Secondary Offering:
Common Stock, no par value per share (5)			$30,000,000	$2,139.00
TOTAL:			$30,000,000	$2,139.00

(1) The securities being registered are an indeterminate number of shares of common stock that may be issued at an indeterminate price with an aggregate maximum offering price not to exceed $30,000,000. Information as to the amount to be registered and proposed maximum offering price per unit is not specified pursuant to General Instruction II.D. of Form S-3. Such amount represents the offering price of any shares of common stock.

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers an indeterminate amount of securities that may become issuable under the terms of the securities being registered upon exercise or conversion of such securities, or as a result of a stock dividend, stock split or other recapitalization.

(3) Estimated solely for calculating the registration fee under Rule 457 under the Securities Act.

(4) In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-3 (Registration No. 333-162309), or the Initial Registration Statement, is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $150,000,000 on the Initial Registration Statement for which a filing fee of $8,370 was previously paid.

(5) Pursuant to Rule 457(o) under the Securities Act.

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended. Radiant Systems, Inc., or the Company, hereby incorporates by reference into this registration statement, the contents of the registration statement on Form S-3 (Registration No. 333-162309), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on November 4, 2009. This registration statement is being filed solely to increase the number of shares of Common Stock of Radiant Systems, Inc. that may be offered and sold by certain selling stockholders.

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-3 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 3 ^rd day of September, 2010.

RADIANT SYSTEMS, INC.
By:	/s/ John H. Heyman
	John H. Heyman, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Alon Goren* Alon Goren	Chairman of the Board and Chief Technology Officer	September 3, 2010
/s/ John H. Heyman* John H. Heyman	Chief Executive Officer and Director (principal executive officer)	September 3, 2010
/s/ Mark E. Haidet* Mark E. Haidet	Chief Financial Officer (principal financial officer)	September 3, 2010
/s/ Robert R. Ellis* Robert R. Ellis	Vice President of Accounting (principal accounting officer)	September 3, 2010
/s/ James S. Balloun* James S. Balloun	Director	September 3, 2010
/s/ Michael Z. Kay* Michael Z. Kay	Director	September 3, 2010
/s/ J. Alexander Douglas, Jr.* J. Alexander Douglas, Jr.	Director	September 3, 2010
/s/ Donna A. Lee* Donna A. Lee	Director	September 3, 2010
/s/ William A. Clement, Jr.* William A. Clement, Jr.	Director	September 3, 2010

*By:	/s/ John H. Heyman
Title:	Attorney in fact pursuant to a power of attorney previously executed by the officers and directors and included in the Registration Statement on Form S-3, File No. 333-162309, declared effective November 4, 2009

INDEX TO EXHIBITS

Exhibit Number	Description of Document
5.1	Opinion of Smith, Gambrell & Russell, LLP
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.1 hereto)
24.1	Power of Attorney (included in Registration Statement filed on Form S-3, File No. 333-162309)

EX-5.1

Exhibit 5.1

[SGR Letterhead]

September 7, 2010

Board of Directors

Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, Georgia 30022

Re: Registration Statement on Form S-3 Pursuant to Rule 462(b)

Ladies and Gentlemen:

This firm has acted as counsel to Radiant Systems, Inc., (the “Company”) a Georgia corporation, in connection with the preparation for filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to Rule 462(b) promulgated thereunder. The Registration Statement relates to the contemplated resale by selling security holders of up to $30 million aggregate offering price of common stock, no par value of the Company (the “Additional Shares of Common Stock”) to certain underwriters (collectively, the “Underwriters”) for which Jefferies & Company, Inc. (the “Representative”) is acting as representative. The Registration Statement incorporates by reference the contents of the registration statement on Form S-3 filed by the Company with the Commission (File No. 333-162309) (the “Initial Registration Statement”), including the exhibits thereto. The Registration Statement was filed for the purpose of increasing the number of securities to be sold by certain selling security holders.

With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of the following documents:

(a) A copy of the Registration Statement;

(b) The Amended and Restated Articles of Incorporation of the Company, as amended (the “Articles of Incorporation”);

(c) The Bylaws of the Company, as amended (the “Bylaws”);

(d) Minutes and/or resolutions of the Board of Directors of the Company relating to the Registration Statement; and

(e) Such other documents or instruments as we have deemed necessary to the opinions expressed herein.

In our review of documents, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We also have assumed the legal capacity, for all purposes relevant hereto, of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties, and that such agreements or instruments are the valid, binding and enforceable

obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective. We have also assumed that any Securities will be issued and sold with such terms and in such manner as are described in the Initial Registration Statement and the Registration Statement (each as amended from time to time), any prospectus included therein (as amended from time to time) and any related prospectus supplement(s).

We do not express any opinion as to the laws of any jurisdiction other than the State of Georgia, and we do not express any opinion as to the effect of any other laws on the opinion stated herein.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Additional Shares of Common Stock, when issued and sold in accordance with and in the manner described in the prospectus set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Initial Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

SMITH, GAMBRELL & RUSSELL, LLP

/s/ Terry F. Schwartz, Esq.

Terry F. Schwartz

2

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3, of our reports dated March 11, 2010 (June 25, 2010 as to the change in reportable segments described in Note 14), relating to the financial statements and financial statement schedule of Radiant Systems, Inc., and the effectiveness of Radiant Systems Inc.’s internal control over financial reporting, incorporated by reference in the Annual Report on Form 10-K of Radiant Systems, Inc. for the year ended December 31, 2009, and to the reference to us under the heading “Experts” in the Registration Statement on Form S-3 (File No. 333-162309) and related Prospectus of Radiant Systems, Inc. incorporated by reference into this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Atlanta, GA

September 7, 2010