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) September 7, 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 7.01 Regulation FD Disclosure.

On September 7, 2010, Radiant Systems, Inc., or the Company, announced its intention to offer, in conjunction with certain selling shareholders, up to 4,693,848 shares of the Company’s common stock in an underwritten registered public offering. The press release is furnished herewith as Exhibit 99.1.

The Press Release furnished as Exhibit 99.1 is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

The following information corrects certain inadvertent mathematical errors contained in the Tables, “Outstanding Equity Awards at 2009 Fiscal Year End” and “Option Exercises and Stock Vested during Fiscal Year 2009,” included in our 2010 definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2010, related to the Company’s Annual Meeting of Shareholders held on Thursday, May 27, 2010.

Outstanding Equity Awards at 2009 Fiscal Year-End

The following table provides certain information concerning the outstanding equity awards for each named executive officer as of December 31, 2009. The number of options held as of December 31, 2009 includes options granted under the 1995 Plan and the 2005 Plan.

Outstanding Equity Awards at 2009 Fiscal Year-End

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)	(c)		(d)	(e)		(f)	(g)		(h)			(i)	(j)
John H. Heyman	60,000	—		—	$	13.0000	4/28/2011	—			—		—	—
	40,000	—		—	$	6.2000	10/15/2011	—			—		—	—
	70,295	—		—	$	5.6300	10/19/2011	—			—		—	—
	57,000	28,500	1	—	$	12.2700	3/15/2012	—			—		—	—
	117,500	—		—	$	9.3300	4/15/2012	—			—		—	—
	55,391	110,783	2	—	$	14.3800	3/24/2013	—			—		—	—
	40,000	—		—	$	6.7500	10/15/2013	—			—		—	—
	150,000	—		—	$	4.6600	10/15/2014	—			—		—	—
	45,000	—		—	$	4.6600	10/15/2014	—			—		—	—
	—	127,500	3	—	$	3.2500	3/13/2016	—			—		—	—
	—	—		—		—	—	26,634	4	$	276,994	6	—	—
	—	—		—		—	—	61,200	5	$	636,480		—	—
Alon Goren	20,000	—		—	$	13.0000	4/28/2011	—			—		—	—
	40,000	—		—	$	6.2000	10/15/2011	—			—		—	—
	71,010	—		—	$	5.6300	10/19/2011	—			—		—	—
	14,667	7,333	1	—	$	12.2700	3/15/2012	—			—		—	—
	60,000	—		—	$	9.3300	4/15/2012	—			—		—	—
	9,693	19,388	2	—	$	14.3800	3/24/2013	—			—		—	—
	40,000	—		—	$	6.7500	10/15/2013	—			—		—	—
	27,600	—		—	$	4.6600	10/15/2014	—			—		—	—
	50,000	—		—	$	4.6600	10/15/2014	—			—		—	—
	—	19,688	3	—	$	3.2500	3/13/2016	—			—		—	—
	—	—		—		—	—	4,661	4	$	48,474	6	—	—
	—	—		—		—	—	9,450	5	$	92,280		—	—
Andrew S. Heyman	43,600	—		—	$	13.0000	4/28/2011	—			—		—	—
	70,308	—		—	$	5.6300	10/19/2011	—			—		—	—
	40,000	—		—	$	6.2000	10/15/2011	—			—		—	—
	60,000	30,000	1	—	$	12.2700	3/15/2012	—			—		—	—
	40,000	—		—	$	9.3300	4/15/2012	—			—		—	—
	36,927	73,856	2	—	$	14.3800	3/24/2013	—			—
	40,000	—		—	$	6.7500	10/15/2013	—			—		—	—
	12,960	—		—	$	4.1000	5/17/2014	—			—		—	—
	40,000	—		—	$	4.6600	10/15/2014	—			—		—	—
	—	84,375	3	—	$	3.2500	3/13/2016	—			—		—	—
	—	—		—		—	—	17,756	4	$	184,662	6	—	—
	—	—		—		—	—	40,500	5	$	421,200		—	—
Mark E. Haidet	10,000	—		—	$	15.4000	4/16/2011	—			—		—	—
	18,000	—		—	$	13.000	4/28/2011	—			—		—	—
	11,250			—	$	6.2000	10/15/2011	—			—		—	—
	20,000	10,000	1	—	$	12.2700	3/15/2012	—			—		—	—
	7,500	—		—	$	9.3300	4/15/2012	—			—		—	—
	13,848	27,696	2	—	$	14.3800	3/24/2013	—			—		—	—
	45,000	—		—	$	6.7500	10/15/2013	—			—		—	—
	7,952	—		—	$	4.1000	5/17/2014	—			—		—	—
	15,000	—		—	$	4.6600	10/15/2014	—			—		—	—
	—	32,813	3	—	$	3.2500	3/13/2016	—			—		—	—
	—	—		—		—	—	6,658	4	$	69,243	6	—	—
	—	—		—		—	—	15,750	5	$	163,800		—	—

¹ The options became exercisable on March 15, 2010.

² Half of the options became exercisable on March 24, 2010 and half of the options become exercisable on March 24, 2011.

³ One-third of the options became exercisable on March 13, 2010, and one-third of the options become exercisable on March 13, 2011 and 2012.

⁴ Stock vests March 24, 2011.

⁵ Stock vests March 13, 2012.

⁶ Corrected amount.

Option Exercises and Stock Vested during Fiscal Year 2009

The following table provides certain information concerning the option exercises for each named executive officer during the fiscal year ended December 31, 2009.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized  on Exercise ($)		Number of Shares Acquired on Vesting (#)	Value Realized  on Vesting ($)
(a)	(b)		(c)		(d)	(e)
John H. Heyman	—		—		—	—
Alon Goren	—		—		—	—
Andrew S. Heyman	75,000		453,755		—	—
Mark E. Haidet	23,018	1	120,963	1	—	—

¹ Corrected amounts.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated September 7, 2010, issued by Radiant Systems, Inc.

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: September 7, 2010

EX-99.1

Exhibit 99.1

RADIANT SYSTEMS, INC. ANNOUNCES PROPOSED PUBLIC OFFERING OF 4,693,848 SHARES OF COMMON STOCK

The Company Expects to Use Net Proceeds To Strengthen Balance Sheet and Invest In Continued Growth, Including Potential Acquisitions

ATLANTA—(BUSINESS WIRE)—September 7, 2010—Radiant Systems, Inc. (Nasdaq: RADS), announced today that it and certain of its shareholders intend to offer 4,693,848 shares of its common stock in an underwritten registered public offering. Of the total offering amount, Radiant intends to offer 3,500,000 shares with the remaining 1,193,848 shares being offered by certain selling shareholders. Jefferies & Company, Inc. and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers in the offering. The co-lead manager in the offering is Raymond James & Associates, Inc. Needham & Company, LLC, Wedbush Securities Inc. and Northland Securities, Inc. are acting as co-managers in the offering.

Radiant and certain of the selling shareholders expect to grant the underwriters an option to purchase up to an additional 704,077 shares of common stock to cover overallotments of shares, if any. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Radiant intends to use the net proceeds of the offering to pay down the outstanding balance under the revolving portion of its credit facility, to fund working capital requirements and for general corporate purposes, including potential acquisitions.

The securities described above are being offered by Radiant pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”) which was declared effective by the SEC on November 4, 2009. A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC’s web site at http://www.sec.gov. Copies of the preliminary prospectus supplement relating to these securities may be obtained from Jefferies & Company, Inc., Attention: Syndicate Prospectus Department, 520 Madison Avenue, New York, NY, 10022 and at (888) 449-2342, or SunTrust Robinson Humphrey, Inc., Attention: Prospectus Department, 3333 Peachtree Road, NE, Atlanta, Georgia 30326 and at (404) 926-5744 or prospectus@rhco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sales of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.

About Radiant Systems, Inc.

Headquartered in Atlanta, Radiant Systems, Inc. (Nasdaq: RADS) is a global provider of innovative technology to the hospitality and retail industries. With more than 100,000 installations worldwide, our customers include leading brands and venues in the restaurant and food service, sports and entertainment, petroleum and convenience, and specialty retail markets. Radiant has offices in North America, Europe, Asia and Australia.

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to expectations regarding the completion, timing and size of its proposed public offering, and are thus prospective. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties associated with Radiant’s business and finances in general and other factors discussed in detail in Radiant’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements.