UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Radiant Systems, Inc.
(Name of Subject Company)
Radiant Systems, Inc.
(Names of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
75025N102
(CUSIP Number of Class of Securities)
John H. Heyman
Chief Executive Officer
3925 Brookside Parkway
Alpharetta, Georgia 30022
(770) 576-6000
(Name, address and telephone number(s) of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
Copies To:
R.W. Smith, Jr., Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission on July 25, 2011, by Radiant Systems, Inc., a Georgia corporation, as amended or supplemented from time to time (the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Ranger Acquisition Corporation, a Georgia corporation (“Purchaser”), a wholly owned subsidiary of NCR Corporation, a Maryland corporation (“Parent”), and pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, no par value (the “Shares”), that are not already owned by Parent and its subsidiaries at a price of $28.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated July 25, 2011 and the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
| Exhibit No |
Description | |
| (a)(36) | Email to Radiant Employees, dated August 2, 2011 | |
| (a)(37) | Tax Withholding and Payout Frequently Asked Questions, dated August 2, 2011. | |
SIGNATURE
After due 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.
RADIANT SYSTEMS, INC.
| By: | /s/ John H. Heyman | |
| Name: | John H. Heyman | |
| Title: | Chief Executive Officer | |
Dated: August 2, 2011
Exhibit 99.(a)(36)
Welcome to Issue #4 of The Buzz Special Edition! In this issue we answer more of your questions about Radiant equity and we describe the Strategy and Integration teams that are being formed between Radiant and NCR to help bring the two companies together. Read on for more.
We’ve received many questions from employees who have stock options, ESPP shares or other forms of Radiant Equity. To answer these we’ve created a second Equity FAQ. Answers to questions such as “How will my cashed-out incentive stock options be taxed?” and more can be found in the FAQ attached below.
I’ve heard there are Strategy and Integration Teams being formed. What can you tell us about those teams?
As was mentioned when the acquisition was announced, we intend to keep Radiant as an intact business within NCR for the at least the next 12 months. Even so, there will be a number of activities over the coming months to define our go-forward business strategy and to determine opportunities for integration. Bringing these two very successful companies together will require focus and involvement from leaders across both businesses.
Our goal is to preserve and utilize the best of both organizations to set us up for success in the future. With that in mind, we are forming 6 Strategy and Integration Teams (see descriptions below) made up of both Radiant and NCR leaders. We will be holding a kickoff meeting of the strategy and integration teams this week (Aug 2-3) in the Atlanta Brookside office.
The purpose of the kickoff meeting will be twofold: first, to learn about each other’s business and second, to develop high-level work plans, timelines and identify additional team members for each team. Those of you in the Brookside office will certainly notice lots of unfamiliar faces as several of our NCR team members will be visiting.
The 6 Strategy and Integration Teams
Sales and Marketing Team—Led by Kim Eaton & Peter Leav (NCR, Sr VP—Sales) with Jeff Hughes, Scott Kingsfield, Paul Langenbahn and Mark Schoen also heavily involved. This team will primarily focus on identifying revenue synergies across the businesses (i.e. how to sell more of our combined products/services).
People Team—Led by Keith Hicks and Andrea Ledford (NCR, Sr VP—HR). This team will be focused on integrating all of our people practices across both organizations. The People Team will also own the overall change management activities during integration.
Infrastructure and General & Administrative Team—Led by Mark Haidet and Andrea Ledford (NCR, Sr VP—HR). This team will focus on integrating all of our finance, accounting, IT and other corporate functions.
Engineering Team—Led by Carlyle Taylor and John Bruno (NCR, EVP—Industry Solutions). This team will focus on ensuring the hardware engineering functions across the combined organization are most efficient.
Manufacturing/Supply Chain Team—Led by Carlyle Taylor and Peter Dorsman (NCR, Sr VP—Operations). This team will focus on our combined manufacturing and supply chain/materials management operations.
Services Team—Led by Carlyle Taylor and Chris Askew (NCR, Sr VP—Services). This team will focus on the field services and customer support functions across both businesses.
Keith Hicks will be our overall strategy & integration leader coordinating the efforts of all these teams working closely with Dan Paskow of NCR, VP—Planning and Operations.
Stay tuned for more.In the next issue of Buzz, we will report back the key actions and outcomes of the kickoff meeting. And a final word of caution—we know you have many questions about how the acquisition will affect our future strategy, operations and organization. We will not have answers to those questions coming out of this kickoff meeting. All of that will come later as these teams begin working together to figure out the answers.
Reach out to us.
We want to do everything we can to make this transition as seamless as possible for our team. If you have questions or concerns at any time about the NCR/Radiant acquisition, please email accelerate@radiantsystems.com.
This newsletter is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and related tender offer documents, filed by NCR Corporation with the Securities and Exchange Commission (the “SEC”) on July 25, 2011. The Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC on July 25, 2011. These documents, as amended from time to time, contain important information about the tender offer and shareholders of the Company are urged to read them carefully before any decision is made with respect to the tender offer. The tender offer materials are available at no charge on the SEC’s website at www.sec.gov<http://www.sec.gov>. A copy of the tender offer materials are available free of charge to all stockholders of the Company at www.radiantsystems.com<http://www.radiantsystems.com/> or by contacting Radiant Systems, Inc. at 3925 Brookside Parkway, Alpharetta, GA 30022, Attn: Investor Relations Director, (770) 576-6000.
Exhibit 99(a)(37)
Radiant Systems and NCR Merger
Frequently Asked Equity Questions #2
Tender Offer Questions
| Q1: | I received an e-mail from E*Trade this weekend about the tender offer by Ranger Acquisition Corporation. Is this NCR? |
Yes. Ranger Acquisition Corporation is a wholly owned subsidiary of NCR through which NCR is acquiring Radiant.
| Q2: | Do I need to respond to the e-mail from E*Trade? |
Yes. If you would like to tender your shares to NCR, you do need to respond to the e-mail from E*Trade by following the link. This link will take you to a page where you can indicate your agreement to tender your shares.
| Q3: | I did not receive a tender offer for my unvested restricted stock shares nor for my stock options. Should I have received one? |
You should only receive a tender offer for shares actually issued to you, including unvested restricted shares, but excluding vested or unvested stock options. You may have recently received tender offer documents from E*Trade for shares you own outright (e.g., shares acquired when you previously exercised options or shares in your ESPP account). You should also be receiving a separate package in the mail with tender offer documents relating to your unvested restricted stock.
Tax Withholding Questions
| Q4: | What are incentive stock options (ISOs) and are taxes withheld from incentive stock options that are being cashed out? |
Radiant issued a number of incentive stock options (ISOs) through 2005. We have not issued any ISOs since that time; however, many of those issued are still outstanding and will be cashed out when the tender offer closes or shortly after. Normally, ISOs are eligible for favorable tax treatment, in that withholding taxes are not required when they are exercised. However, under IRS regulations, cashing out an ISO does not involve the exercise of the ISO, so taxes do have to be withheld from the proceeds of the cash-out (see question 6).
| Q5: | Can I avoid having taxes withheld from my incentive stock options (ISOs)? |
The only way to avoid tax withholding on your ISOs is to exercise them prior to close of the tender offer. However, please keep in mind that although withholding is not required on ISO exercises, the income is taxable income. You should consult your tax adviser to determine if you need to take additional action in order to avoid an underpayment penalty. If you ultimately decide to exercise your ISOs before the close of the tender offer, you must do so before August 15, 2011, the beginning of the blackout period.
| Q6: | When my vested and unvested stock options (incentive stock options and non-qualified stock options) are cashed out, what taxes will be withheld? |
At the time the stock options are cashed out, U.S. employees will have the following taxes withheld:
Federal taxes – 25% (up to $1 million supplemental income – 35% above $1 million supplemental income)
State taxes – varies by state
Georgia = 6%
Texas = 0%
Tennessee = 0%
California = 10.23%
Colorado = 4.63%
Oregon = 9%
Virginia = 5.75%
New York = 9.77%
Ohio = 3.5%
Medicare = 1.45%
Social Security = 4.2% (until you meet 2011 annual limit of $4,485.60)
Local Income Taxes – a few cities, such as New York City require local income tax withholding. For New York City, the withholding is 4.25%.
Employees in the United Kingdom and Austria are also subject to tax withholding. If you reside in either of these countries you will receive additional information about your tax withholding from someone in Corporate Stock Administration.
| Q7: | When my ESPP shares are cashed out, will taxes be withheld? |
No, but the proceeds will be taxed depending on how long you have owned the shares. If shares are being cashed out within one year of the purchase date or two years of the subscription date (the first day of the purchase period), this is called a “disqualifying disposition” and will be taxed as ordinary income.
If shares are being cashed out beyond one year of the purchase date or two years of the subscription date (the first day of the purchase period), this is called a “qualifying disposition” and is generally taxed at capital gain rates.
| Q8: | What taxes will be withheld from my unvested restricted stock awards? |
Tax withholding rates for restricted stock awards that vest in connection with the close of the tender offer are the same as those for options listed above, unless you filed an 83(b) election when the restricted stock award was granted, in which case no taxes will be withheld for the award for which the election applies.
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| Q9: | What is the $1 million supplemental income limit? |
Under U.S. tax law, federal taxes on supplemental income (all income excluding base salary) are withheld at 25% up to $1 million. Above $1 million, federal taxes on supplemental income are withheld at 35%. Bonuses, commissions and income from equity awards count towards the supplemental income limit. If we anticipate you will reach this limit as a consequence of this transaction, you will be notified by someone in Corporate Stock Administration.
Payment Questions
| Q10: | How will I receive payment for my outstanding stock options (both vested and unvested) and unvested restricted stock? |
The Bank of New York is the paying agent for stock options and unvested restricted stock. You will receive a check through the mail as soon as possible after the close of the tender offer. The check will be for your net proceeds (proceeds after tax withholding). If you have both stock options and unvested restricted stock, you will receive a separate check for each.
| Q11: | If I have Phantom Stock (Austria only), how will I receive payment for my unvested phantom stock? |
The Bank of New York is the paying agent for unvested phantom stock. You will receive a check in the mail for the net proceeds (proceeds after tax withholding).
| Q12: | Can I find out what my net proceeds will be prior to receiving the check? |
If you would like to estimate your net proceeds, you may do the following:
| • | Login to your E*Trade account to determine your outstanding equity awards. |
| • | For stock options, you may estimate your net payment as follows: |
| o | Subtract the exercise (grant) price from $28 |
| o | Multiply this by the number of outstanding options you have (both vested and unvested). This will be your taxable income. |
| o | Using the tax rates listed under question 6, calculate your taxes by multiplying these percentages times you taxable income. |
| o | View your latest pay check stub to determine how close you are to the Social Security limit. If you have reached it, you will not need to deduct Social Security taxes. If this transaction takes you above it, you will only need to pay Social Security taxes on the amount that takes your taxable income up to $106,800 (results in Social Security taxes of $4,485.60). |
| o | If your supplemental earnings (earnings excluding base salary) will be above $1 million, you will need to calculate a portion of your federal tax withholding at 35%. As indicated above, you will receive an e-mail from someone in Corporate Stock |
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| Administration if we anticipate that your supplemental earnings will exceed this amount. |
| o | Deduct the tax withholding from your taxable income to arrive at your estimated net payment. |
| • | For restricted stock awards and phantom stock awards, you may estimate your net payment as follows: |
| o | Multiply the number of unvested shares by $28 to calculate your taxable income. |
| o | Estimate your tax withholding as indicated above. |
| Q13: | Will I receive a statement that shows me what taxes were withheld after the payout? |
Yes. We are still determining the most efficient way to get this information to you and will notify you as soon as the decision has been made so that you have the information you need to understand your payment.
Important Information about the Tender Offer
This FAQ is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and related tender offer documents, filed by NCR Corporation with the Securities and Exchange Commission (the “SEC”) on July 25, 2011. The Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC on July 25, 2011. These documents, as amended from time to time, contain important information about the tender offer and shareholders of the Company are urged to read them carefully before any decision is made with respect to the tender offer. The tender offer materials are available at no charge on the SEC’s website at www.sec.gov. A copy of the tender offer materials are available free of charge to all stockholders of the Company at www.radiantsystems.com or by contacting Radiant Systems, Inc. at 3925 Brookside Parkway, Alpharetta, Georgia 30022, Attn: Investor Relations Director, (770) 576-6000.
Statement on Cautionary Factors
Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by, or that include the words “future”; “anticipate”; “potential”; “believe”; or similar statements are forward-looking statements. Risks and uncertainties include uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the Radiant shareholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, business partners or governmental entities; as well as risks detailed from time to time in Radiant’s public disclosure filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, subsequent quarterly filings on Form 10-Q and the solicitation/recommendation statement to be filed in connection with the tender offer. The information contained herein is as of August 2, 2011. Radiant disclaims any intent or obligation to update any forward-looking statements as a result of developments occurring after the filing of this information or otherwise, except as expressly required by law. Copies of Radiant’s public disclosure filings are available from its investor relations department.
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