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. 4)
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. 4 (this “Amendment No. 4”) 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. 4. 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 exhibits:
| Exhibit No |
Description | |
| (a)(38) | Form of Letter distributed to Radiant employees on August 11, 2011 regarding treatment of stock options | |
| (a)(39) | Form of Letter distributed to Radiant employees on August 11, 2011 regarding treatment of phantom stock units | |
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 11, 2011
Exhibit (a)(38)
[Insert name and address of Optionee]
August 11, 2011
Re: Cashout of your Options in the acquisition of Radiant Systems, Inc. by NCR
Dear [ ]:
You are receiving this letter because you have been granted stock options (the “Options”) under either the Amended and Restated 2005 Long-Term Incentive Plan (the “2005 Plan”), the Amended and Restated 1995 Stock Option Plan (the “1995 Plan”) or the Non-Management Directors Stock Option Plan (the “Directors Plan,” and collectively with the 2005 Plan and the 1995 Plan, the “Radiant Plans”) of Radiant Systems, Inc. (“Radiant”).
As you know, Radiant has entered into a an Agreement and Plan of Merger dated July 11, 2011 (the “Merger Agreement”) with NCR Corporation (“NCR”) and its wholly owned subsidiary, Ranger Acquisition Corporation (“Ranger”), pursuant to which you will receive the cash payment described below in exchange for the cancellation of all your Options. Radiant and NCR are requesting that you acknowledge the cash-out and cancellation of your Options pursuant to the Merger Agreement as of the closing date of the tender offer currently being conducted by Ranger for shares of Radiant’s Common Stock (the “Offer Closing Date”).
You hereby agree and acknowledge that Options outstanding that have not been exercised immediately prior to the Offer Closing Date shall be cancelled (meaning cashed out) at the Offer Closing Date in exchange for a cash payment equal to (1) the excess, if any, of $28.00 over the exercise price of such Options multiplied by (2) the number of underlying shares (such amount, the “Option Consideration”). The Option Consideration shall be payable to you at or as soon as practicable following the Offer Closing Date, subject to any applicable tax withholding.
You further agree and acknowledge that as of the Offer Closing Date and the payment of the Option Consideration described above, you will have no further rights with respect to the Options or the underlying award agreement or shares of Common Stock.
Your Options are set forth on Exhibit A, and you hereby agree and acknowledge that you do not own any options other than those set forth on Exhibit A. You hereby represent and warrant that you have full power and authority to surrender the Options hereunder and that the Options are free and clear of all security interests, liens, restrictions, encumbrances or other similar obligations and that they will not be subject to any adverse claims.
Radiant is not making any representation to you hereby with respect to the tax consequences contemplated by the grant, vesting, exercise, cancellation or cash-out of the Options, this letter or the receipt of the Option Consideration, and you should not rely on Radiant for an assessment of any such tax consequences. You hereby knowingly and voluntarily release Radiant, NCR, Ranger and their affiliates, officers, directors, employees, agents and representatives from any and all claims, actions, causes of action or other liability arising out of or in any way related to the cash-out and cancellation of your Options.
Please do not hesitate to contact Elizabeth Peterson or Tiffany Podhorez with any questions regarding this letter. Please return the accepted and acknowledged letter to Tiffany by August 19, 2011.
| Sincerely, | ||
|
Keith Hicks | ||
| EVP – Human Resources | ||
Accepted, agreed and acknowledged:
| OPTIONEE | ||
| Printed Name: | ||
This email 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, GA 30022, Attn: Investor Relations Director, (770) 576-6000.
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EXHIBIT A
Options
[Option Agreement dated , 20 with Shares of Common Stock currently outstanding]
Exhibit (a)(39)
[Insert name and address of Employee]
August 11, 2011
Re: Cashout of your Phantom Stock in the acquisition of Radiant Systems, Inc. by NCR
Dear [ ]:
You are receiving this letter because you have been granted phantom stock awards (the “Phantom Stock Award”) under the Amended and Restated 2005 Long-Term Incentive Plan (the “2005 Plan”) of Radiant Systems, Inc. (“Radiant”).
As you know, Radiant has entered into a an Agreement and Plan of Merger dated July 11, 2011 (the “Merger Agreement”) with NCR Corporation (“NCR”) and its wholly owned subsidiary, Ranger Acquisition Corporation (“Ranger”), pursuant to which you will receive the cash payment described below in exchange for the cancellation of all your Phantom Stock Awards. Radiant and NCR are requesting that you acknowledge the cash-out and cancellation of your Phantom Stock Awards pursuant to the Merger Agreement as of the closing date of the tender offer currently being conducted by Ranger for shares of Radiant’s Common Stock (the “Offer Closing Date”).
You hereby agree and acknowledge that Phantom Stock Awards that have not been released immediately prior to the Offer Closing Date shall be cancelled (meaning cashed out) at the Offer Closing Date in exchange for a cash payment equal to (1) the excess, if any, of $28.00 over the exercise price of such Phantom Stock Awards multiplied by (2) the number of underlying shares (such amount, the “Phantom Stock Award Consideration”). The Phantom Stock Award Consideration shall be payable to you at or as soon as practicable following the Offer Closing Date, subject to any applicable tax withholding.
You further agree and acknowledge that as of the Offer Closing Date and the payment of the Phantom Stock Award Consideration described above, you will have no further rights with respect to the Phantom Stock Awards or the underlying award agreement or shares of Common Stock.
Your Phantom Stock Awards are set forth on Exhibit A, and you hereby agree and acknowledge that you do not own any phantom stock awards other than those set forth on Exhibit A. You hereby represent and warrant that you have full power and authority to surrender the Phantom Stock Awards hereunder and that the Phantom Stock Awards are free and clear of all security interests, liens, restrictions, encumbrances or other similar obligations and that they will not be subject to any adverse claims.
Radiant is not making any representation to you hereby with respect to the tax consequences contemplated by the grant, vesting, exercise, cancellation or cash-out of the Phantom Stock Awards, this letter or the receipt of the Phantom Stock Awards Consideration, and you should not rely on Radiant for an assessment of any such tax consequences. You hereby knowingly and voluntarily
release Radiant, NCR, Ranger and their affiliates, officers, directors, employees, agents and representatives from any and all claims, actions, causes of action or other liability arising out of or in any way related to the cash-out and cancellation of your Phantom Stock Awards.
Please do not hesitate to contact Elizabeth Peterson or Tiffany Podhorez with any questions regarding this letter. Please return the accepted and acknowledged letter to Tiffany by August 19, 2011.
| Sincerely, | ||
| Keith Hicks EVP – Human Resources | ||
Accepted, agreed and acknowledged:
| EMPLOYEE |
| Printed Name: |
This email 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, GA 30022, Attn: Investor Relations Director, (770) 576-6000.
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EXHIBIT A
Phantom Stock Awards
Phantom Stock Award Agreement dated _________ __, 20__ with ___ Units eligible for release