0000931763-01-501939.txt : 20011119
0000931763-01-501939.hdr.sgml : 20011119
ACCESSION NUMBER: 0000931763-01-501939
CONFORMED SUBMISSION TYPE: SC TO-I/A
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20011106
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: RADIANT SYSTEMS INC
CENTRAL INDEX KEY: 0000845818
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 112749765
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-I/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-52437
FILM NUMBER: 1775890
BUSINESS ADDRESS:
STREET 1: 1000 ALDERMAN DR
STREET 2: STE A
CITY: ALPHARETTA
STATE: GA
ZIP: 30202
BUSINESS PHONE: 7707723000
MAIL ADDRESS:
STREET 1: 1000 ALDERMAN DRIVE
STREET 2: STE A
CITY: ALPHARETTA
STATE: GA
ZIP: 30202
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: RADIANT SYSTEMS INC
CENTRAL INDEX KEY: 0000845818
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 112749765
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-I/A
BUSINESS ADDRESS:
STREET 1: 1000 ALDERMAN DR
STREET 2: STE A
CITY: ALPHARETTA
STATE: GA
ZIP: 30202
BUSINESS PHONE: 7707723000
MAIL ADDRESS:
STREET 1: 1000 ALDERMAN DRIVE
STREET 2: STE A
CITY: ALPHARETTA
STATE: GA
ZIP: 30202
SC TO-I/A
1
dsctoia.txt
AMENDMENT #1 TO THE SCHEDULE TO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
------------------------
RADIANT SYSTEMS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
------------------------
OPTIONS UNDER RADIANT SYSTEMS, INC. 75025N10
AMENDED AND RESTATED 1995 STOCK OPTION PLAN (CUSIP Number of Class of Securities)
(Title of Class of Securities) (Underlying Common Stock)
------------------------
John H. Heyman
Executive Vice President and Chief Financial Officer
Radiant Systems, Inc.
3925 Brookside Parkway
Alpharetta, Georgia 30022
Telephone: (770) 576-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
Jon H. Klapper, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3632
---------------------------
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$11,660,764 $2,332.15
================================================================================
* For the purpose of calculating the filing fee only, this amount assumes that
options to purchase 2,538,767 shares of common stock of Radiant Systems, Inc.
having an aggregate value of $11,660,764 as of October 22, 2001 will be
exchanged pursuant to this offer.
** Calculated as 1/50 of 1% of the transaction value.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid:.......$2,332.15. Filing party:...Radiant Systems, Inc.
Form or Registration No.:...Schedule TO-I. Date Filed:........October 24, 2001.
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[_] Going-private transaction subject to Rule 13e-3.
[_] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_].
Introductory Statement
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on October 24,
2001 (the "Schedule TO") relating to the offer by Radiant Systems, Inc.
("Radiant") to exchange options outstanding under Radiant's Amended and Restated
1995 Stock Option Plan (the "Option Plan"), to purchase shares of the Company's
common stock, no par value per share (the "Common Stock"), granted on or after
December 20, 1995 (the "Options") for new options (the "New Options") to
purchase shares of the Common Stock to be granted under the Option Plan, upon
the terms and subject to the conditions described in the Offer to Exchange dated
October 24, 2001 and Letter of Transmittal (the "Letter of Transmittal" and,
together with the Offer to Exchange, as they may be amended from time to time,
the "Offer"). Radiant hereby amends and supplements the Schedule TO by filing of
an amended Offer to Exchange, attached hereto as Exhibit (a)(1), an amended
Letter of Transmittal, attached hereto as Exhibit (a)(2), an amended Notice of
Withdrawal, attached hereto as Exhibit (a)(3), an amended Form of Letter to
Tendering Option Holders, attached hereto as Exhibit (a)(5), and a supplemental
letter distributed to eligible option holders, attached hereto as Exhibit
(a)(8), regarding the revisions reflected in the Offer to Exchange, Letter of
Transmittal and Notice of Withdrawal.
2
SIGNATURE
After due inquiry and to the best of its knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule TO is true,
complete and correct.
Dated: November 5, 2001
RADIANT SYSTEMS, INC.
By: /s/ John H. Heyman
-------------------------------------------
Name: John H. Heyman
Title: Executive Vice President and Chief
Financial Officer
3
EXHIBIT INDEX
Exhibit No.
-----------
(a) (1) Offer to Exchange, dated October 24, 2001.
(a) (2) Form of Letter of Transmittal.
(a) (3) Form of Notice of Withdrawal.
(a) (4)* Form of Letter to Eligible Option Holders.
(a) (5) Form of Letter to Tendering Option Holders.
(a) (6)* Radiant Systems, Inc. Annual Report on Form 10-K for its fiscal year
ended December 31, 2000 filed with the Securities and Exchange
Commission (the "Commission") on April 2, 2001 and incorporated herein
by reference.
(a) (7)* Radiant Systems, Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2001 filed with the Commission on August 14,
2001 and incorporated herein by reference.
(a) (8) Supplemental Letter to Eligible Option Holders.
(b) Not applicable.
(d) (1)* Amended and Restated 1995 Stock Option Plan of Radiant Systems
(incorporated by reference from the Company's Registration Statement on
Form S-1, Registration No. 333-17723).
(d) (2)* Amendment No. 1 to Amended and Restated 1995 Stock Option Plan
(incorporated by reference from the Company's Registration Statement on
Form S-8, Registration No. 333-41291).
(d) (3)* Amendment No. 2 to Amended and Restated 1995 Stock Option Plan
(incorporated by reference from the Company's Registration Statement on
Form S-8, Registration No. 333-62157).
(d) (4)* Amendment No. 3 to Amended and Restated 1995 Stock Option Plan
(incorporated by reference from the Company's Registration Statement on
Form S-8, Registration No. 333-71892).
(d) (5)* Form of Incentive Stock Option Agreement pursuant to the Amended and
Restated 1995 Stock Incentive Plan of Radiant Systems, Inc.
(incorporated by reference from the Company's Registration Statement on
Form S-8, Registration No. 333-23237).
(g) None.
(h) None.
--------------------
* Previously filed in connection with this Schedule TO.
EX-99.(A)(1)
3
dex99a1.txt
OFFER TO EXCHANGE DATED OCT 22, 2001
EXHIBIT (a)(1)
OFFER TO EXCHANGE OUTSTANDING OPTIONS
TO PURCHASE SHARES OF COMMON STOCK OF RADIANT SYSTEMS, INC.
GRANTED ON OR AFTER DECEMBER 20, 1995
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, EASTERN TIME ON NOVEMBER 21, 2001,
UNLESS THE OFFER IS EXTENDED
Radiant Systems, Inc., which we refer to as "we," "the company" or
"Radiant," is offering employees the opportunity to exchange certain outstanding
stock options to purchase shares of our common stock granted under our Amended
and Restated 1995 Stock Option Plan (the "Option Plan"), that were granted on or
after December 20, 1995 for new options we will grant under the Option Plan. We
are making this offer upon the terms and subject to the conditions set forth in
this offer to exchange and in the letter of transmittal (which together, as they
may be amended from time to time, constitute the "offer"). The number of shares
of common stock subject to new options to be granted to each option holder will
be equal to the number of shares subject to the options tendered by such option
holder and accepted for exchange by us. We will grant the new options on or
about the first business day which is at least six months and one day following
the date we cancel the options accepted by us for exchange. You may tender
options for all or part of the shares of common stock subject to your options as
long as you tender in full options under any particular grant. In other words,
no partial tenders of any particular option grant may be made. In addition, if
you tender any of your options for exchange, you will be required to also tender
all options granted to you during the six months immediately prior to the date
we commenced this offer which have an exercise price lower than the exercise
price of any other options being tendered.
This offer is not conditioned upon a minimum number of options being
tendered. This offer is subject to conditions which we describe in Section 6 of
this offer to exchange.
If you tender options for exchange as described in the offer, we will grant
you new options under the Option Plan and a new option agreement between us and
you. The exercise price of the new options will be equal to the fair market
value on the date of grant, as determined by the last reported sale price during
regular trading hours of our common stock on the Nasdaq National Market on the
grant date. The new options, unlike the options you may tender for exchange,
will vest one-third on the first three anniversaries of the date of grant.
Although our Board of Directors has approved this offer, neither we nor our
Board of Directors makes any recommendation as to whether you should tender or
refrain from tendering your options for exchange. You must make your own
decision whether to tender your options. Radiant is not making this offer to
any members of the company-wide Leadership Team, defined as specified directors,
vice-presidents and executive team members and, therefore, they will not tender
their options pursuant to this Offer to Exchange.
Shares of our common stock are quoted on the Nasdaq National Market under
the symbol "RADS." On October 22, 2001, the last reported sale price of the
common stock on the Nasdaq National Market was $5.87 per share. We recommend
that you obtain current market quotations for our common stock before deciding
whether to tender your options.
You should direct questions about this offer or requests for assistance or
for additional copies of the offer to exchange or the letter of transmittal to
Radiant Systems, Inc., Attention: Hilary Love, Stock Plan Administrator, 3925
Brookside Parkway, Alpharetta, Georgia 30022 (telephone: (770) 576-6337,
facsimile: (770) 360-7589 and e-mail: hlove@radiantsystems.com).
IMPORTANT
If you wish to tender your options for exchange, you must complete and sign
the attached letter of transmittal in accordance with its instructions, and mail
or otherwise deliver it and any other required documents to us no later than
12:00 midnight, eastern time on November 21, 2001, at Radiant Systems, Inc.,
Attention: Hilary Love, Stock Plan Administrator, 3925 Brookside Parkway,
Alpharetta, Georgia 30022 or fax it and any required documents to us at (770)
360-7589. Delivery by e-mail will not be accepted.
We are not making this offer to, nor will we accept any tender of options
from or on behalf of, option holders in any jurisdiction in which the offer or
the acceptance of any tender of options would not be in compliance with the laws
of such jurisdiction. However, we may, at our discretion, take any actions
necessary for us to make this offer to option holders in any such jurisdiction.
We have not authorized any person to make any recommendation on our behalf
as to whether you should tender or refrain from tendering your options pursuant
to the offer. You should rely only on the information contained in this document
or to which we have referred you. We have not authorized anyone to give you any
information or to make any representation in connection with this offer other
than the information and representations contained in this document or in the
related letter of transmittal. If anyone makes any recommendation or
representation to you or gives you any information, you must not rely upon that
recommendation, representation or information as having been authorized by us.
TABLE OF CONTENTS
Summary Term Sheet................................................................................. 1
Certain Risks of Participating in The Offer........................................................ 7
Economic Risks..................................................................................... 7
Tax-Related Risks for U.S. Residents............................................................... 8
Business-Related Risks............................................................................. 8
Introduction....................................................................................... 8
The Offer.......................................................................................... 9
1. Number of Options; Expiration Date........................................................... 9
2. Purpose of the Offer......................................................................... 11
3. Procedures for Tendering Options............................................................. 13
4. Withdrawal Rights............................................................................ 14
5. Acceptance of Options for Exchange and Issuance of New Options............................... 14
6. Conditions of the Offer...................................................................... 16
7. Price Range of Common Stock Underlying the Options........................................... 17
8. Source and Amount of Consideration; Terms of New Options..................................... 18
9. Information Concerning Radiant Systems, Inc.................................................. 21
10. Interests of Directors and Officers; Transactions and Arrangements Concerning the Options.... 24
11. Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer.......... 24
12. Legal Matters; Regulatory Approvals.......................................................... 25
13. Material U.S. Federal Income Tax Consequences................................................ 25
14. Certain Tax Consequences for Non-U.S.-Based Employees........................................ 27
15. Extension of Offer; Termination; Amendment................................................... 27
16. Fees and Expenses............................................................................ 29
17. Additional Information....................................................................... 29
18. Forward Looking Statements; Miscellaneous.................................................... 30
Schedule A -- Information Concerning the Directors and Executive Officers of
Radiant Systems, Inc................................................................. A-1
SUMMARY TERM SHEET
The following are answers to some of the questions that you may have about
this offer. We urge you to read carefully the remainder of this offer to
exchange and the accompanying letter of transmittal because the information in
this summary is not complete, and additional important information is contained
in the remainder of this offer to exchange and the letter of transmittal. We
have included references to the relevant sections in this offer to exchange
where you can find a more complete description of the topics in this summary.
What Securities Are We Offering To Exchange?
We are offering to exchange stock options held by eligible employees that
were granted on or after December 20, 1995 which are outstanding under our
Option Plan, or any lesser number of options that option holders properly tender
in the offer, for new options under the Option Plan. (Section 1.)
Why Are We Making The Offer?
Retention of our employees is one of the keys to our continued growth and
success. The offer provides an opportunity for us to offer these employees a
valuable incentive to stay with our company. Many of our outstanding options,
whether or not they are currently exercisable, have exercise prices that are
significantly higher than the current market price of our common stock. We
believe these options are unlikely to be exercised in the foreseeable future. By
making this offer to exchange outstanding options for new options that will (1)
have an exercise price equal to the fair market value of our common stock on the
grant date, and (2) generally vest in one-third increments on each of the first
three anniversary dates of the grant date, we intend to provide our employees
with the benefit of owning options that over time may have a greater potential
to increase in value, create better performance incentives for employees and
thereby maximize shareholder value. (Section 2.)
Why Don't We Simply Reprice The Current Options?
"Repricing" existing options would result in variable accounting for such
options, which may require us for financial reporting purposes to record
additional compensation expense each quarter until such repriced options are
exercised, cancelled or expired.
What Are The Conditions To The Offer?
The offer is not conditioned upon a minimum number of options being
tendered. However, the offer is subject to a number of other conditions with
regard to events that could occur prior to the expiration of the offer. These
events include, among other things, a change in accounting principles, a lawsuit
challenging the tender offer, a third-party tender offer for our common stock or
other acquisition proposal or a change in your employment status with us. These
and various other conditions are more fully described in Section 6.
1
Who Is Eligible To Participate In The Offer?
The offer is available to employees, other than Leadership Team members,
who had options that were granted on or after December 20, 1995. (Section 1.).
As of October 23, 2001, outstanding options to purchase 2,538,767 shares of our
common stock granted on or after December 20, 1995 were held by non-Leadership
Team members.
Are There Any Eligibility Requirements I Must Satisfy After The Expiration Date
Of The Offer To Receive The New Options?
To receive a grant of new options pursuant to the offer and under the terms
of the Option Plan, you must be an employee of Radiant or one of our
subsidiaries from the date you tender options through the date we grant the new
options. As discussed below, we will not grant the new options until the first
business day which is at least six months and one day following the date we
cancel the tendered options accepted for exchange. If, for any reason, you are
not an employee of Radiant Systems, Inc. or one of our subsidiaries from the
date you tender options through the date we grant the new options, you will not
receive any new options or any other consideration in exchange for your tendered
options that have been accepted for exchange. (section 5.)
How Many New Options Will I Receive In Exchange For My Tendered Options?
Subject to the terms of this offer, we will grant you new options to
purchase the number of shares of our common stock which is equal to the number
of shares of common stock subject to the options you tender that we accept for
exchange. Options granted under our Option Plan and exchanged for new options
will be replaced with options granted under our Option Plan, unless prevented by
law or applicable regulations. All new options will be subject to a new option
agreement which will be in substantially the same form as the option agreement
or agreements attached as Exhibit (d)(5) to the Tender Offer Statement on
Schedule TO filed by us with the Securities and Exchange Commission on October
24, 2001. You must execute the new option agreement prior to receiving new
options.
If I Choose To Tender Options For Exchange, Do I Have To Tender All My Options?
You may tender options for all or part of the shares of common stock
subject to your options as long as you tender in full options under any
particular grant. In other words, no partial tenders of any particular option
grant may be made. In addition, you will be required to tender all option grants
that you received during the six months immediately prior to the date we
commenced this offer that have an exercise price lower than the exercise price
of any other options to be tendered. For example, if you received an option
grant in October 2000 with an exercise price of $21.50 per share and a grant in
August 2001 at an exercise price of $8.75 per share and you want to tender your
October 2000 option grant, you will also be required to tender your August 2001
grant for exchange. (Section 1.)
2
When Will I Receive My New Options?
We will grant the new options on the first business day that is at least
six months and one day after the date that we cancel the options accepted for
exchange. For example, if we cancel the tendered options accepted for exchange
on November 23, 2001, the business day following the scheduled expiration date,
the grant date of the new options will be on or about May 29, 2002. However, if
you are not an employee of Radiant Systems, Inc. or one of our subsidiaries from
the date you tender options through the date we grant the new options, you will
not receive any new options or any other consideration in exchange for your
tendered options that have been accepted for exchange. (Section 5.)
Why Won't I Receive My New Options Immediately After The Expiration Date Of The
Offer?
If we were to grant the new options on any date which is earlier than six
months and one day after the date we cancel the options tendered for exchange,
we would be required for financial reporting purposes to record compensation
expense against our earnings. (Section 5.) By deferring the grant of the new
options for at least six months and a day, we believe we will not have to record
such a compensation expense.
If I Tender Options In The Offer, Will I Be Eligible To Receive Other Option
Grants Before I Receive My New Options?
No. If we accept eligible options you tender in the offer, you will not
receive any new options, such as annual, bonus or promotional options, for which
you may otherwise be eligible, until the date we grant the replacement options
for those tendered in the offer. We will defer the grant to you of these other
options because we have determined that doing so is necessary to avoid incurring
compensation expense against our earnings because of accounting rules that could
apply to any interim option grants as a result of the offer. (Section 5.)
Will I Be Required To Give Up All My Rights To The Cancelled Options?
Yes. Once we have accepted options tendered by you, your options will be
cancelled and you will no longer have any rights under those options. (Section
5.)
What Will The Exercise Price Of The New Options Be?
The exercise price of the new options will equal the fair market value of
our common stock on the date we grant the new options, as determined based upon
the last reported sale price of our common stock on the Nasdaq National Market
on the date we grant the new options. Accordingly, we cannot predict the
exercise price of the new options. However, because we will not grant new
options until at least six months and one day after the date we cancel tendered
options accepted for exchange, the new options may have a higher exercise price
than some or all of your current options. We recommend that you obtain current
market quotations for our common stock before deciding whether to tender your
options. (section 8.)
3
When Will The New Options Vest?
The new options, unlike the outstanding options generally will vest one-
third on each of the first three anniversaries of the date of grant under the
terms of the Option Plan and a new option agreement. The vesting schedule of
the new options will not begin until the grant date of those options.
Therefore, even if the options you tender are fully or partially vested, the new
options you receive generally will be subject to the new three-year vesting
period described above.
Does The Commencement Of A New Vesting Period Under The New Options Mean That I
Would Have To Wait A Longer Period Before I Can Purchase Common Stock Under My
Options?
Potentially. Because any new options you receive will not be vested, you
will lose the benefits of any vesting under eligible options you tender in the
offer. As described above, no portion of the new options we grant will be
immediately vested, even if the eligible options you tender for exchange are
fully or partially vested. The vesting schedule of the new options will not
begin until the grant date of those options. Because the new options will not
begin vesting until the grant date, which is at least six months and a day after
the date we cancel tendered options, you generally will not be able to purchase
our common stock upon exercise of any of the new options until at least 12
months and a day after the new grant date.
What If We Enter Into A Change Of Control Or Similar Transaction?
We are reserving the right to take any actions we deem necessary or
appropriate to complete a change of control transaction that our board of
directors believes is in the best interest of our company and our shareholders.
This could include terminating your right to receive new options under this
offer to exchange. If we were to terminate your right to receive new options
under this offer in connection with such a transaction, employees who have
tendered options for cancellation pursuant to this offer would not receive
options to purchase securities of the acquiror or any other consideration for
their tendered options. (Section 2.)
Will I Have To Pay Taxes If I Exchange My Options In The Offer?
If you exchange your current options for new options, we believe that you
will not be required under current law to recognize income for U.S. income tax
purposes as a result of the exchange. Neither the tender of your options nor
the grant of new options should, under current law, result in income for U.S.
income tax purposes. If you are an Australian resident employee of Radiant or
one of our subsidiaries and you exchange your options pursuant to the offer, the
circumstances will vary on whether the exchange will be a taxable event to you.
However, we recommend that you consult with your own tax adviser to determine
the tax consequences of tendering options pursuant to this offer. (Sections 13
and 14.)
If your current options are incentive stock options, your new options will
be granted as incentive stock options to the maximum extent they qualify as
incentive stock options under the tax laws on the date of the grant. Among
other requirements, for options to qualify as incentive
4
stock options under the current U.S. tax laws, the value of shares subject to
options that first become exercisable by the option holder in any calendar year
cannot exceed $100,000, as determined using the fair market value of the stock
subject to the option as of the grant date. The excess value is deemed to be
subject to a non-qualified stock option, which is an option that is not
qualified to be an incentive stock option under the current tax laws.
You should note that there is a risk that any incentive stock option you
hold may be affected, even if you do not participate in the exchange. We
believe that the option exchange program will not change any of the terms of
your existing options for U.S. federal income tax purposes if you do not
participate in the option exchange program. However, the Internal Revenue
Service (the "IRS") may characterize your right to tender your existing
incentive stock options under the option exchange program as a "modification" of
those incentive stock options, even if you decline to participate. A successful
assertion by the IRS that your incentive stock options are modified could extend
the holding period required for an incentive stock option to qualify for
favorable tax treatment. Accordingly, to the extent you dispose of your
incentive stock option shares prior to the lapse of the new extended holding
period, your incentive stock option could be taxed similarly to a nonqualified
stock option. (Section 13.)
What Happens To Options That I Choose Not To Tender Or That Are Not Accepted For
Exchange?
Options that you choose not to tender for exchange or that we do not accept
for exchange remain outstanding and retain their current exercise price and
current vesting schedule. However, if you tender any options for exchange, you
will be required to also tender all option grants that you received during the
six months immediately prior to the date we commenced this offer which have an
exercise price lower than the exercise price of any other options being
tendered.
When Does The Offer Expire? Can The Offer Be Extended, And If So, How Will I Be
Notified If It Is Extended?
The offer expires on November 21, 2001, at 12:00 midnight, Eastern time,
unless we extend it.
Although we do not currently intend to do so, we may, in our discretion,
extend the offer at any time. If the offer is extended, we will make a public
announcement of the extension no later than 9:00 a.m. on the next business day
following the previously scheduled expiration of the offer period. If the offer
is extended, then the grant date of the new options will also be extended.
(Section 15.)
5
How Do I Tender My Options?
If you decide to tender your options, you must deliver, before 12:00
midnight, Eastern time, on November 21, 2001, a properly completed and duly
executed letter of transmittal and any other documents required by the letter of
transmittal to Radiant Systems, Inc., Attention: Hilary Love, 3925 Brookside
Parkway, Alpharetta, Georgia 30022 (facsimile: (770) 360-7589). We will only
accept a paper copy or a facsimile copy of your executed letter of transmittal.
Delivery by e-mail will not be accepted.
If the offer is extended by us beyond November 21, 2001, you must deliver
these documents before the extended expiration of the offer.
We reserve the right to reject any or all tenders of options that we
determine are not in appropriate form or that we determine are unlawful to
accept. Otherwise, we expect to accept all properly and timely tendered options
which are not validly withdrawn. Subject to our rights to extend, terminate and
amend the offer, we currently expect that we will accept all such properly
tendered options promptly after the expiration of the offer. (Section 5.)
During What Period Of Time May I Withdraw Previously Tendered Options?
You may withdraw your tendered options at any time before 12:00 midnight,
Eastern time, on November 21, 2001. If we extend the offer beyond that time,
you may withdraw your tendered options at any time until the extended expiration
of the offer. You also may withdraw your tendered options after the expiration
of 40 business days from the commencement of the offer (that is, December 19,
2001) if we have not yet accepted the options for payment. To withdraw tendered
options, you must deliver to us a written notice of withdrawal, or a facsimile
thereof, with the required information while you still have the right to
withdraw the tendered options.
Once you have withdrawn options, you may re-tender options only by again
following the delivery procedures described above prior to the expiration of the
offer. (Section 4.)
What Do We And Our Board Of Directors Think Of The Offer?
Although our board of directors has approved this offer, neither we nor our
board of directors makes any recommendation as to whether you should tender or
refrain from tendering your options. You must make your own decision whether to
tender options. (Section 10.)
Who Can I Talk To If I Have Questions About The Offer?
For additional information or assistance, you should contact:
Radiant Systems, Inc.
Attention: Hilary Love
3925 Brookside Parkway
Alpharetta, Georgia 30022
6
telephone: (770) 576-6337
facsimile: (770) 360-7589
e-mail: hlove@radiantsystems.com
CERTAIN RISKS OF PARTICIPATING IN THE OFFER
Participation in the offer involves a number of potential risks, including
those described below. This list briefly highlights some of the risks and is
necessarily incomplete. Eligible participants should carefully consider these
and other risks and are encouraged to speak with an investment and tax adviser
as necessary before deciding to participate in the offer. In addition, we
strongly urge you to read the rest of this offer to exchange, along with the
related documents before deciding to participate in the exchange offer. The
list of risks does not include certain risks that may apply to employees who
live and work outside of the United States; again, we urge you to read Section
14 of this offer to exchange, which discusses tax consequences in the Australia,
as well as the rest of the offer to exchange and related documents for a fuller
discussion of the risks which may apply to you. You should consult with an
investment and tax adviser as necessary before deciding to participate in this
exchange offer.
ECONOMIC RISKS
Participation In The Offer Will Make You Ineligible To Receive Any Option Grants
Until May 29, 2002 At The Earliest.
Employees are generally eligible to receive option grants at any time that
the board of directors or compensation committee chooses to make them. However,
if you participate in the offer, you will not be eligible to receive any option
grants until May 29, 2002 at the earliest.
If The Stock Price Increases After The Date Your Tendered Options Are Cancelled,
Your Cancelled Options Might Have Been Worth More Than The New Options That You
Have Received In Exchange For Them.
For example, if you cancel options with an exercise price of $15.00, and
our stock appreciates to $20.00 when the new option grants are made, your option
will have a higher exercise price than the cancelled option.
If Your Employment Terminates Prior To The Grant Of The New Option, You Will
Receive Neither A New Option Nor The Return Of Your Cancelled Option.
Once your option is cancelled, it is gone for good. Accordingly, if your
employment terminates for any reason prior to the grant of the new option, you
will have the benefit of neither the cancelled option nor the new option. The
offer does not involve any guarantee of employment for any period.
7
If We Enter Into A Change Of Control Transaction, You May Not Receive New Option
Grants.
We reserve the right to take any actions we deem necessary or appropriate
to complete a change of control transaction that our board of directors believes
is in the best interest of our company and our shareholders. This could include
terminating your right to receive new options under this offer to exchange. We
will not grant new options to you if we are prohibited by applicable law or
regulations (such as SEC rules, regulations or policies or Nasdaq requirements).
TAX-RELATED RISKS FOR U.S. RESIDENTS
Your New Option May Be A Nonstatutory Stock Option, Whereas Your Cancelled
Option May Have Been An Incentive Stock Option.
If your cancelled options were incentive stock options, your new options
will be incentive stock options, but only to the extent they qualify under the
Internal Revenue Code of 1986, as amended (the "Code"). Among other
requirements, for options to qualify as incentive stock options, the value of
shares subject to options that first become exercisable by the option holder in
any calendar year cannot exceed $100,000, as determined using the fair market
value of the stock subject to the option as of the grant date. It is possible
that by participating in this exchange, your options will exceed this limit and
will be treated as nonstatutory stock options. In general, nonstatutory stock
options are less favorable to you from a tax perspective. For more detailed
information, please read the rest of the offer to exchange, and see Section 13
of this offer to exchange.
BUSINESS RELATED RISKS
For a description of risks related to our business, please see Section 18
of this offer to exchange.
INTRODUCTION
We are offering to exchange outstanding options to purchase shares of our
common stock granted under our Amended and Restated 1995 Stock Option Plan (the
"Option Plan"), for new options that we will grant under the Option Plan.
Members of our Leadership Team are not eligible to participate in this exchange
offer. We are making this offer upon the terms and subject to the conditions set
forth in this offer to exchange and letter of transmittal (which together, as
they may be amended from time to time, constitute the "offer"). The number of
shares of common stock subject to new options to be granted to each option
holder will be equal to the number of shares subject to the options tendered by
such option holder and accepted for exchange by us. We will grant the new
options on or about the first business day which is at least six months and one
day following the date we cancel the
8
options accepted for exchange by us. If you tender options for exchange, we will
grant you new options under the terms of the Option Plan and a new option
agreement between us and you. This offer is not conditioned upon a minimum
number of options being tendered by employees. You may tender options for all or
part of the shares of common stock subject to your options as long as you tender
in full options under any particular grant. In addition, if you tender an option
grant for exchange, you will be required to also tender for exchange all option
grants that you received during the six months immediately prior to the date we
commenced this offer with an exercise price lower than the exercise price of any
other options being tendered. If you attempt to tender some of your options but
do not include all of the options granted to you during the six months
immediately prior to the date we commenced this offer with an exercise price
lower than that exercise price of any other options being tendered, your entire
tender will be rejected. In addition, this offer is subject to conditions which
we describe in this offer to exchange.
If you tender options granted under the Option Plan for exchange, subject
to the terms of this offer, you will be granted new options under our Option
Plan, unless prevented by law or applicable regulations. A new option agreement
will be entered into between us and you. The exercise price of the new options
will be the fair market value of our common stock on the grant date, which will
be determined by the last sale price during regular trading hours of our common
stock on the Nasdaq National Market the day of the grant of the new options.
The new options generally will vest in one-third increments on the first three
anniversary dates of the grant date.
As of October 23, 2001 options to purchase 4,999,276 shares of our common
stock were issued and outstanding under the Option Plan. Of these options,
options to purchase 2,538,767 shares of our common stock were granted on or
after December 20, 1995 and were held by eligible employees. The shares of
common stock issuable upon exercise of options we are offering to exchange
represent approximately 51% of the total shares of common stock issuable upon
exercise of all options outstanding under the Option Plan as of October 23,
2001.
All options accepted by us pursuant to this offer will be cancelled and
employees will have no further rights with respect to such cancelled options.
THE OFFER
1. Number Of Options; Expiration Date.
Upon the terms and subject to the conditions of the offer, we are offering
to exchange for new options to purchase common stock under the Option Plan in
return for all eligible outstanding options under the Option Plan that are
properly tendered and not validly withdrawn in accordance with Section 4 before
the "expiration date," as defined below. Eligible outstanding options are all
options that were granted on or after December 20, 1995. Members of our
Leadership Team are not eligible to participate in this exchange offer. You may
tender options for all or part of the shares of common stock subject to your
options as long as you tender in full options under any particular option grant.
In addition, if you tender an option grant for exchange, you will be required to
also tender all option grants that you received
9
during the six months immediately prior to the date we commenced this offer with
an exercise price lower than the exercise price of any other options being
tendered.
If your options are properly tendered and accepted for exchange, you will
be entitled to receive new options to purchase the number of shares of our
common stock which is equal to the number of shares subject to the options or
portion thereof that you tendered, subject to adjustments for any stock splits,
stock dividends and similar events. All new options granted in exchange for
options granted under the Option Plan will be subject to the terms of the Option
Plan and to a new option agreement between us and you. If you are not an
employee of Radiant Systems, Inc. or one of our subsidiaries from the date you
tender options through the date we grant the new options, you will not receive
any new options or any other consideration in exchange for your tendered options
that have been accepted for exchange. This means that if you die or quit or we
terminate your employment, with or without cause, prior to the date we grant the
new options for any reason, you will not receive anything for the options that
you tendered and we cancelled. Nothing in the terms of this offer or the Option
Plan requires us to continue your employment for any specified period of time.
The term "expiration date" means 12:00 midnight, Eastern time, on November
21, 2001, unless and until we, in our discretion, have extended the period of
time during which the offer will remain open, in which event the term
"expiration date" refers to the latest time and date at which the offer, as so
extended, expires. See Section 15 for a description of our rights to extend,
delay, terminate and amend the offer.
If we decide to take any of the following actions, we will publish notice
or otherwise inform you in writing of such action:
(a) We increase or decrease the amount of consideration offered for the
eligible options;
(b) We decrease the number of options eligible to be tendered in the
offer; or
(c) We increase the number of options eligible to be tendered in the offer
by an amount that exceeds 2% of the shares of common stock issuable
upon exercise of the options that are subject to the offer immediately
prior to the increase.
If the offer is scheduled to expire at any time earlier than the 10th
business day from, and including, the date that notice of such increase or
decrease is first published, sent or given in the manner specified in Section
15, we will extend the offer so that the offer is open at least 10 business days
following the publication, sending or giving of notice.
We will also notify you of any other material change in the information
contained in this offer to exchange.
10
For purposes of the offer, a "business day" means any day other than a
Saturday, Sunday or U.S. federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern time.
2. Purpose Of The Offer.
We issued or assumed the options outstanding under the Option Plan for the
following purposes:
. To encourage and enable our employees to acquire or increase their
holdings of common stock and other proprietary interest in us, in order
to promote a closer identification of their interests with those of
Radiant and our shareholders and to encourage participants to enhance
the efficiency, soundness, profitability, growth and shareholder value
of Radiant; and
. To encourage our employees to continue their employment with Radiant.
Retention of our employees is one of the keys to our continued growth and
success. The offer provides an opportunity for us to offer these employees an
incentive to stay with our company. Many of our outstanding options, whether or
not they are currently exercisable, have exercise prices that are significantly
higher than the current market price of our common stock. We believe these
options are unlikely to be exercised in the foreseeable future. By making this
offer to exchange outstanding options for new options that will have an exercise
price equal to the fair market value of our common stock on the grant date, we
intend to provide our employees with the benefit of owning options that over
time may have a greater potential to increase in value, create better
performance incentives for employees and thereby maximize shareholder value.
Our stock price could increase (or decrease) between the date of this offer
and the date we intend to grant the new options, due to a change of control
transaction or other factors or events, and the exercise price of the new
options, if awarded, could be higher (or lower) than the exercise price of
eligible options you elect to have cancelled as part of this offer. As outlined
in Section 8, the exercise price of any new options granted to you in return for
your tendered options will be at the fair market value of our common stock on
the date of that grant. You will be at risk of any such increase in our stock
price during the period prior to the grant date of the new options for these or
any other reasons.
We are also reserving the right to take any actions we deem necessary or
appropriate to complete a change of control transaction that our board of
directors believes is in the best interest of our company and our shareholders.
This could include terminating your right to receive new options under this
offer to exchange. If we were to terminate your right to receive new options
under this offer in connection with such a transaction, employees who have
tendered options for cancellation pursuant to this offer would not receive
options to purchase securities of the acquiror or any other consideration for
their tendered options.
11
Except as otherwise disclosed in this offer to exchange or in our filings
with the SEC, we presently have no plans or proposals that relate to or would
result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving us or any of our
subsidiaries;
(b) Any purchase, sale or transfer of a material amount of our assets or
the assets of any of our subsidiaries;
(c) Any material change in our present dividend rate or policy, or our
indebtedness or capitalization;
(d) Any change in our present board of directors or management, including
a change in the number or term of directors or to fill any existing
board vacancies or to change any executive officer's material terms of
employment;
(e) Any other material change in our corporate structure or business;
(f) Our common stock not being authorized for quotation in an automated
quotation system operated by a national securities association;
(g) Our common stock becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act;
(h) The suspension of our obligation to file reports pursuant to Section
15(d) of the Exchange Act;
(i) The acquisition by any person of any material amount of our securities
or the disposition of any material amount of our securities; or
(j) Any change in our certificate of incorporation or bylaws, or any
actions which may impede the acquisition of control of us by any
person.
Neither we nor our board of directors makes any recommendation as to
whether you should tender your options, nor have we authorized any person to
make any such recommendation. Note that the new options may have a higher
exercise price than some or all of your current options. You are urged to
evaluate carefully all of the information in this offer to exchange and to
consult your own investment and tax advisers.
You must make your own decision whether to tender your options for
exchange.
12
3. Procedures For Tendering Options.
Proper Tender of Options. To validly tender your options pursuant to the
------------------------
offer, you must, in accordance with the terms of this offer to exchange and the
letter of transmittal, properly complete, duly execute and deliver to us the
letter of transmittal, or a facsimile thereof, along with any other required
documents. We will only accept a properly executed paper copy or a facsimile
copy of your letter of transmittal and any other required documents. We will
not accept delivery by e-mail. We must receive all of the required documents at
3925 Brookside Parkway, Alpharetta, Georgia 30022, Attention: Hilary Love,
Stock Plan Administrator (facsimile: (770) 360-7589), before the expiration
date. Your new options will be granted on a date at least six months and one
day after the date that we cancel the tendered options accepted for exchange.
A copy of the letter of transmittal has been distributed with this offer to
exchange.
The method of delivery of all documents, including letters of transmittal
and any other required documents, is at the election and risk of the tendering
option holder. If delivery is by mail, we recommend that you use registered
mail with return receipt requested. In all cases, you should allow sufficient
time to ensure timely delivery. Your options will not be considered tendered
until we receive them. We will not accept delivery by e-mail.
Determination of Validity; Rejection of Options; Waiver of Defects; No
----------------------------------------------------------------------
Obligation to Give Notice of Defects. We will determine, in our discretion, all
------------------------------------
questions as to form of documents and the validity, form, eligibility, including
time of receipt, and acceptance of any tender of options. Our determination of
these matters will be final and binding on all parties. We may reject any or
all tenders of options that we determine are not in appropriate form or that we
determine are unlawful to accept. Otherwise, we expect to accept all properly
and timely tendered options which are not validly withdrawn. We may also waive
any of the conditions of the offer or any defect or irregularity in any tender
with respect to any particular options or any particular option holder, which if
we waive for any option holder we will waive for all option holders. No
tender of options will be deemed to have been properly made until all defects or
irregularities have been cured by the tendering option holder or waived by us.
Neither we nor any other person is obligated to give notice of any defects or
irregularities in tenders, and no one will be liable for failing to give notice
of any defects or irregularities.
Our Acceptance Constitutes an Agreement. Your tender of options pursuant
---------------------------------------
to the procedures described above constitutes your acceptance of the terms and
conditions of the offer. Our acceptance for exchange of your options tendered
by you pursuant to the offer will constitute a binding agreement between us and
you upon the terms and subject to the conditions of the offer.
Subject to our rights to extend, terminate and amend the offer, we
currently expect that we will accept promptly after the expiration of the offer
all properly tendered options that have not been validly withdrawn.
13
4. Withdrawal Rights.
You may only withdraw your tendered options in accordance with the
provisions of this Section 4.
You may withdraw your tendered options at any time before the expiration
date. If the offer is extended by us beyond that time, you may withdraw your
tendered options at any time until the extended expiration of the offer.
Further, you may withdraw your tendered options after the expiration of 40
business days from the commencement of the offer (that is, December 19, 2001) if
we have not yet accepted the options for payment.
To validly withdraw tendered options, you must deliver to us at the address
or facsimile number set forth in Section 3 a notice of withdrawal, or a
facsimile thereof, with the required information, while you still have the right
to withdraw the tendered options. Except as described in the following
sentence, the notice of withdrawal must be executed by the option holder who
tendered the options to be withdrawn exactly as such option holder's name
appears on the option agreement or agreements evidencing such options. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or another person acting in a fiduciary or
representative capacity, the signer's full title and proper evidence of the
authority of such person to act in such capacity must be indicated on the notice
of withdrawal.
You may not rescind any withdrawal, and any options you withdraw will
thereafter be deemed not properly tendered for purposes of the offer, unless you
properly re-tender those options before the expiration date by following the
procedures described in Section 3.
To validly change your election regarding the tender of options but
continue to elect to tender some of your options, you must deliver a new letter
of transmittal at the address or facsimile number set forth in Section 3. If you
deliver a new letter of transmittal, it will replace any previously submitted
letter of transmittal, which will be disregarded.
Neither we nor any other person is obligated to give notice of any defects
or irregularities in any notice of withdrawal, nor will we incur any liability
for failure to give any such notice. We will determine, in our discretion, all
questions as to the form and validity, including time of receipt, of notices of
withdrawal. Our determination of these matters will be final and binding.
5. Acceptance Of Options For Exchange And Issuance Of New Options.
Upon the terms and subject to the conditions of this offer and as promptly as
practicable following the expiration date, we expect to accept for exchange and
cancel options properly tendered and not validly withdrawn before the expiration
date. Subject to the terms and conditions of this offer, if your options are
properly tendered and accepted for exchange, these options will be cancelled as
of the date of our acceptance and you will be granted new options on or about
the first business day that is at least six months and a day after the date we
cancel the options accepted for exchange. If we cancel options accepted for
exchange on November 23, 2001, you will be granted new options on or about May
29, 2002, which is the first business day
14
that is at least six months and one day following the date we intend to cancel
options accepted for exchange. If the offer is extended, then the grant date of
the new options will also be extended.
Action of our board of directors or compensation committee is necessary to
authorize the grant of the new options to be awarded in exchange for tendered
options. Although we anticipate that such action will be taken promptly in
order for the grant of the new options to be made as soon as possible after the
expiration of the six-month period following cancellation of the options
accepted for exchange, we cannot provide assurance that the issuance of the new
options will not be significantly delayed beyond the projected grant date as a
result of the need for such action by the board or the compensation committee.
If we accept and cancel the options you tender in connection with the
offer, the grant date and the pricing of any additional options that we may
decide to grant to you, such as annual, bonus or promotional options, will be
deferred until a date that is at least six months and a day from the date the
tendered options are cancelled. We have determined that it is necessary for us
to defer the grant date and pricing of any such additional options to avoid
incurring compensation expense against our earnings because of accounting rules
that would apply to these interim option grants as a result of the offer.
Your new options will entitle you to purchase a number of shares of our
common stock which is equal to the number of shares subject to the options or
portion thereof you tender, subject to adjustments for any stock splits, stock
dividends and similar events.
Please note, however, that if you are not an employee of Radiant Systems,
Inc. or one of our subsidiaries from the date you tender options through the
date we grant the new options, you will not receive any new options or any other
consideration in exchange for your tendered options that have been accepted for
exchange. The offer does not involve any guarantee of employment for any
period. Your employment with Radiant or one of our subsidiaries remains "at
will" and may be terminated at any time by either you or Radiant (or one of our
subsidiaries, as applicable), with or without cause or notice, subject to the
provisions of applicable law.
We will take any actions we deem necessary to complete a change of control
transaction that our board of directors believes is in the best interest of our
company and our shareholders. This could include terminating your right to
receive new options under this offer to exchange.
For purposes of the offer, we will be deemed to have accepted for exchange
options that are validly tendered and not properly withdrawn, if and when we
give oral or written notice to the option holders of our acceptance for exchange
of such options, which may be by press release. Subject to our rights to
extend, terminate and amend the offer, we currently expect that we will accept
promptly after the expiration of the offer all properly tendered options that
are not validly withdrawn. Promptly after we accept tendered options for
exchange, we will send each tendering option holder a letter indicating the
number of shares subject to the options that we have accepted for exchange, the
corresponding number of shares that will be subject to the new options and the
expected grant date of the new options.
15
6. Conditions Of The Offer.
Notwithstanding any other provisions of this offer, we will not be required
to accept any options tendered for exchange, and we may terminate or amend the
offer, or postpone our acceptance and cancellation of any options tendered for
exchange, in each case, subject to Rule 13e-4(f)(5) under the Exchange Act, if
at any time on or after October 24, 2001 and before the expiration date, we
determine that any of the following events has occurred and, in our reasonable
judgment the occurrence of the event makes it inadvisable for us to proceed with
the offer or to accept and cancel options tendered for exchange:
(a) Any threatened, instituted or pending action or proceeding by any
government or governmental, regulatory or administrative agency,
authority or tribunal or any other person, domestic or foreign, before
any court, authority, agency or tribunal that directly or indirectly
challenges the making of the offer, the acquisition of some or all of
the tendered options pursuant to the offer, the issuance of new
options, or otherwise relates in any manner to the offer or that, in
our reasonable judgment, could materially and adversely affect the
business, condition (financial or other), income, operations or
prospects of Radiant or our subsidiaries, or otherwise materially
impair in any way the contemplated future conduct of our b usiness or
the business of any of our subsidiaries or materially impair the
benefits that we believe we will receive from the offer;
(b) Any action is threatened, pending or taken, or any approval is
withheld, or any statute, rule, regulation, judgment, order or
injunction is threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to the offer or
us or any of our subsidiaries, by any court or any authority, agency
or tribunal that, in our reasonable judgment, would or might directly
or indirectly:
(1) Make the acceptance for exchange of, or issuance of new options
for, some or all of the tendered options illegal or otherwise
restrict or prohibit consummation of the offer or otherwise
relates in any manner to the offer;
(2) Delay or restrict our ability, or render us unable, to accept for
exchange, or issue new options for, some or all of the tendered
options;
(3) [Intentionally deleted]; or
(4) Materially and adversely affect the business, condition
(financial or other), income, operations or prospects of us or
our subsidiaries, or otherwise materially impair in any way the
contemplated future conduct of our busine ss or the business of
any of our subsidiaries;
16
(c) Any change in generally accepted accounting standards which could or
would require us for financial reporting purposes to record
compensation expense against our earnings in connection with the
offer;
(d) A tender or exchange offer with respect to some or all of our common
stock, or a merger or acquisition proposal for us, is proposed,
announced or made by another person or entity or is publicly
disclosed; or
(e) Any change or changes occurs in our business, condition (financial or
other), assets, income, operations, prospects or stock ownership or in
that of our subsidiaries that, in our reasonable judgment, is or may
be material to us or our subsidiaries or materially impairs or may
materially impair the benefits that we believe we will receive from
the offer.
The conditions to the offer are for our benefit. We may assert them in our
discretion regardless of the circumstances giving rise to them prior to the
expiration date. We may waive them, in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion, whether or not we
waive any other condition to the offer. Our failure at any time to exercise any
of these rights will not be deemed a waiver of any such rights. The waiver of
any of these rights with respect to particular facts and circumstances is not a
waiver with respect to any other facts and circumstances. Any determination we
make concerning the events described in this Section 6 will be final and binding
upon everyone.
7. Price Range Of Common Stock Underlying The Options.
Our common stock is quoted on the Nasdaq National Market under the symbol
"RADS." The following table shows, for the periods indicated, the high and low
closing sales prices per share of our common stock as reported by the Nasdaq
National Market.
High Low
-------------- -------------
Quarter ended September 30, 2001 $ 16.18 $ 7.75
Quarter ended June 30, 2001 $ 18.90 $ 10.563
Quarter ended March 31, 2001 $ 23.25 $ 17.00
Quarter ended December 31, 2000 $ 29.125 $ 17.00
Quarter ended September 30, 2000 $ 25.00 $ 16.25
Quarter ended June 30, 2000 $ 42.00 $ 12.625
Quarter ended March 31, 2000 $ 79.50 $ 21.583
Quarter ended December 31, 1999 $ 31.333 $ 9.333
As of October 22, 2001, the last reported sale price of our common stock,
as reported by the Nasdaq National Market, was $5.87 per share. We recommend
that you obtain current market quotations for our common stock before deciding
whether to tender your options.
17
8. Source And Amount Of Consideration; Terms Of New Options.
Consideration. We will issue new options to purchase common stock under
-------------
the Option Plan in exchange for outstanding eligible options properly tendered
and accepted for exchange by us. The number of shares of common stock subject to
new options to be granted to each option holder will be equal to the number of
shares subject to the options tendered by such option holder and accepted for
exchange, subject to adjustments for any stock splits, stock dividends and
similar events. If we receive and accept tenders of all outstanding eligible
options, we expect to grant new options to purchase a total of 2,538,767 shares
of our common stock. Our Leadership Team members are not eligible to participate
in the offer. The options subject to this offer to exchange represent
approximately 51% of the total options outstanding under our Option Plan as of
October 23, 2001.
Terms of New Options. The new options will be issued under the Option
--------------------
Plan. A new option agreement will be entered into between us and each option
holder who has tendered options in the offer. The new option agreements will be
substantially the same as the form option agreements attached as Exhibit (d)(5)
to the Tender Offer Statement on Schedule TO that we filed with the SEC on
October 24, 2001. Except with respect to the exercise price, the date the
vesting begins, the vesting period and certain other terms specified in the
offer, the terms and conditions of the new options will be substantially the
same as the terms and conditions of the options tendered for exchange. The
material terms of the Option Plan are described below. Because we will not
grant new options until at least six months and a day after the date we cancel
the tendered options, the new options may have a higher exercise price than some
or all of the tendered options.
The issuance of new options under this offer will not create any
contractual or other right of the recipients to receive any future grants of
stock options or benefits in lieu of stock options or any right of continued
employment.
The following description summarizes the material terms of our Option Plan
and the options granted under them. This description is only a summary, and may
not be complete. For complete information please refer to the copies of the
Option Plan and the new option agreements that have been filed with the SEC as
exhibits to the Tender Offer Statement on Schedule TO. You may also contact us
at Radiant Systems, Inc., Attention: Hilary Love, 3925 Brookside Parkway,
Alpharetta, Georgia 30022 (telephone: (770) 576-6337, facsimile: (770) 360-
7589 and e-mail: hlove@radiantsystems.com) to request copies of the Option Plan
or the forms of the new option agreements, which will be provided at our
expense.
General Information. The Option Plan provides the maximum number of shares
-------------------
issuable pursuant to the exercise of options currently may not exceed 13,000,000
shares.
The Option Plan permits the granting of options intended to qualify as
incentive options under the Code and the granting of options that do not qualify
as incentive options.
18
Administration. The Option Plan is administered by the compensation
--------------
committee of our board of directors. The compensation committee is composed of
a majority of "nonemployee directors" as defined in Rule 16b-3 under the
Exchange Act and "outside directors" for purposes of Section 162(m) of the Code.
The members of the compensation committee are appointed from time to time by our
board of directors and may be removed at any time by the board. Vacancies in
the compensation committee are filled by the board.
Term. Under the Option Plan, the term of each option will be determined by
----
the compensation committee and may generally not exceed 10 years from the date
of grant (or five years with respect to 10% shareholders). The new options to
be granted pursuant to the offer will have a term equal to the term of the
options being exchanged for such new option, which generally is 10 years.
Exercise Price. The exercise price of each option will be determined by
--------------
the compensation committee. In the case of an incentive stock option, the
exercise price may not be less than 100% of the fair market value of a share of
our common stock on the grant date. For 10% shareholders, the exercise price of
an incentive stock option may not be less than 110% of the fair market value of
a share of common stock on the date the option is granted. The exercise price
of the new options to be granted pursuant to the offer will be equal to the fair
market value of our common stock on the grant date, which will be determined by
the last reported sale price during regular trading hours of our common stock on
the Nasdaq National Market on the grant date.
Termination. Options issued under the Option Plan generally will expire 10
-----------
years after the grant date. Unless your option agreement otherwise provides,
options granted pursuant to the Option Plan are subject to the following
termination provisions. Options will terminate following the termination of your
employment for any reason other than disability or death, unless the options are
exercised, to the extent that they were exercisable immediately before such
termination, before the earlier of (i) three (3) months following your
termination or (ii) the end of the option period. In the event that the
termination of your employment is by reason of disability or death while you are
an employee, you, or your executors, administrators, legatees or distributees of
your estate, may exercise your options to the extent that they were exercisable
on the date of your employment termination, before the earlier of (i) the end of
the 12-month period after your termination; or (ii) the end of the option
period.
Vesting and Exercise. The compensation committee has the authority to
--------------------
determine at what time or times each option may be exercised and the period of
time, if any, after retirement, death, disability or termination of employment
during which options may be exercised. The new options granted pursuant to the
offer generally will vest in one-third increments on each of the first three
anniversary dates of the grant date.
Payment of Exercise Price. You may exercise your options by delivery of a
-------------------------
written notice to us on any business day at the address listed on your exercise
notice, which specifies the number of shares for which the option is being
purchased and which is accompanied by payment in full of the purchase price. The
permissible methods of payment of the option exercise price generally are the
following:
19
. cash;
. delivery of shares of our common stock which have been owned by the
option holder for no less than six months and otherwise are acceptable
to the compensation committee; or
. a combination of these methods as elected by you.
Amendment of the Option Plan. Our board may amend or terminate the Option
----------------------------
Plan at any time and in any manner, subject to certain restrictions.
No Shareholder Rights and Employment Rights. A participant shall have no
-------------------------------------------
shareholder rights with respect to the shares of our common stock subject to his
or her outstanding options until such shares are purchased in accordance with
the provisions of the Option Plan. Nothing in the Option Plan confers upon the
participant any right to continue in our employ. The offer does not involve any
guarantee of employment for any period. Your employment with Radiant or one of
our subsidiaries remains "at will" and may be terminated at any time by either
you or Radiant (or one of our subsidiaries, as applicable), with or without
cause or notice, subject to the provisions of applicable law.
Transferability of Options. Incentive options are not transferable other
--------------------------
than by will or the laws of intestate succession. Nonqualified options granted
under the Option Plan are not transferable other than by will or the laws of
intestate succession, except as may be permitted by the compensation committee
in a manner consistent with the registration provisions of the Securities Act of
1933, as amended (the "Securities Act"). In addition, options (except in the
case of a permitted nonqualified option transfer) may be exercised during your
lifetime only by you or your guardian or legal representative.
Registration of Option Shares. All shares of common stock issuable upon
-----------------------------
exercise of options under the Option Plan, including the shares that will be
issuable upon exercise of all new options to be granted pursuant to the offer,
have been registered under the Securities Act on a registration statement on
Form S-8 filed with the SEC. Unless you are one of our affiliates, you will be
able to sell your option shares free of any transfer restrictions under
applicable securities laws.
Tax Consequences. You should refer to Sections 13 and 14 for a discussion
----------------
of the U.S. federal income tax and foreign tax consequences of accepting or
rejecting the new options under this offer to exchange. Whether you are an
employee based inside or outside of the United States, we recommend that you
consult with your own tax adviser to determine the tax consequences of this
transaction under the laws of the country in which you live and work.
20
Our statements in this offer to exchange concerning the Option Plan and the
new options are merely summaries and do not purport to be complete. The
statements are subject to, and are qualified in their entirety by reference to,
all provisions of our Option Plan and the form of option agreement under the
Option Plan. Please refer to copies of the Option Plan and the new option
agreement that have been filed with the SEC as exhibits to the Tender Offer
Statement on Schedule TO. You may also contact Hilary Love, Stock Plan
Administrator, at Radiant Systems, Inc., 3925 Brookside Parkway, Alpharetta,
Georgia 30022 (telephone: (770) 576-6337) to receive copies of the Option Plan
and the form of option agreement thereunder. We will promptly furnish you
copies of these documents at our expense.
9. Information Concerning Radiant Systems, Inc.
We provide enterprise-wide technology solutions to businesses that serve
the consumer. We offer fully integrated retail automation solutions including
point of sale systems, consumer-activated ordering systems, back office
management systems, headquarters-based management systems and Web-enabled
decision support systems. Our products provide integrated, end-to-end solutions
that span from the consumer to the supply chain. Our products enable retailers
to interact electronically with consumers, capture data at the point of sale,
manage site operations, analyze data, communicate electronically with their
sites, and interact with vendors through electronic data interchange and Web-
based marketplaces. We also develop and market a variety of intelligent, Windows
CE based devices that are specific to the retail industry. In addition, we
offer professional services focusing on technical implementation, process
improvement and change management as well as hardware maintenance services and
24-hour help desk support.
Certain retail markets require many of the same product features and
functionality. As a result, we believe we can continue to leverage our existing
technology across various retail markets with limited incremental product
development efforts. Moreover, management believes the Internet will provide an
important opportunity for us to better serve our clients and offer increased
functionality at a lower total cost. In 1999, we began developing our new
generation of management systems products-- WAVE(TM). This product architecture
is designed to combine and expand the functionality of our Site Management
Systems and Headquarter-Based Management Systems. Our architecture and platforms
for these products are entirely web-based, which we believe will enable us to
increase the functionality while decreasing the costs of implementing and
maintaining technology solutions for retailers. Additionally, we have extended
our WAVE technology to include web-enabled, centrally hosted management software
and integrated purchasing software. Management believes that these products will
strengthen our offerings by providing integrated, end-to-end solutions that span
from the consumer to the supply chain. Further, our architecture and platforms
for WAVE are entirely web-based, which we believe will enable us to increase the
functionality while decreasing the costs of implementing and maintaining
technology solutions for retailers. For example, retailers will be able to
utilize a labor-scheduling application to more efficiently manage labor costs.
21
We intend to offer our WAVE software primarily through the application
service provider, or "ASP," delivery model. In the ASP delivery model, we will
remotely host applications from an off-site central server that users can access
over dedicated lines, virtual private networks or the Internet. Additionally,
our plan to offer the product through installations directly in client locations
as "client-hosted" systems. We also intend to offer Internet solutions that
will allow clients to utilize the Internet to enhance site management and
conduct business-to-business e-commerce. We are continuing to develop our WAVE
solution and to establish strategic relationships to facilitate these product
offerings. Management expects WAVE to be generally released in early 2002.
In connection with our strategy to develop ASP-delivered products, in April
2000 we began converting certain new and existing products to a subscription-
based pricing model. Under this subscription-pricing model, clients will pay a
fixed, monthly fee for use of WAVE and the necessary hosting services to utilize
those applications and solutions. This represents a change in our historical
pricing model in which clients were charged an initial licensing fee for use of
our products and continuing maintenance and support during the license period.
We began offering our products and services on the subscription-pricing model in
the second quarter of 2000. We will initially continue to derive a majority of
our revenue from our traditional sales model of one-time software license
revenues, hardware sales and software maintenance and support fees that will be
paid by existing clients. However, as a result of the transition to the
subscription-pricing model and the decline of revenues from legacy site
management and headquarter management solutions, we expect to see a decline in
the one-time revenues from software license fees and hardware sales, replaced
over time by monthly subscription fees. In addition, we expect revenue from
maintenance and support from existing clients to decline and to be replaced by
subscription fees as existing clients convert to the subscription-pricing model.
We expect the percentage of revenue that is recurring in nature to increase
substantially as a result of the change to a subscription-pricing model.
Our principal executive offices are located at 3925 Brookside Parkway,
Alpharetta, Georgia 30022 and our telephone number at that address is (770) 576-
6000.
The financial statements included in our annual report on Form 10-K for the
fiscal year ended December 31, 2000 and quarterly report on Form 10-Q for the
fiscal quarter ended June 30, 2001 are incorporated herein by reference. See
"Additional Information" below for instructions on how you can obtain copies of
our SEC filings, including filings that contain our financial statements.
22
The following table summarizes certain of our historical consolidated financial
data.
Year Ended December 31,
-----------------------------------------------------
(in thousands, except per share data) 2000 1999 1998 1997 1996
-----------------------------------------------------
Statement of Operations Data:
Revenues:
System sales $ 79,987 $ 91,946 $ 59,400 $ 66,798 $35,888
Client support, maintenance and other services 48,057 37,720 23,535 11,205 5,055
-----------------------------------------------------
Total revenues 128,044 129,666 82,935 78,003 40,943
Cost of revenues:
System sales 39,620 46,001 28,877 34,019 22,270
Client support, maintenance and other services 37,356 29,989 20,288 10,298 5,465
-----------------------------------------------------
Total cost of revenues 76,976 75,990 49,165 44,317 27,735
-----------------------------------------------------
Gross profit 51,068 53,676 33,770 33,686 13,208
Operating expenses:
Product development 11,030 11,125 11,199 6,897 3,328
Sales and marketing 12,720 12,302 11,730 5,819 1,487
Depreciation and amortization 7,706 6,057 4,665 2,384 948
Acquisition and other non-recurring charges -- -- 1,276 30,086 3,930
General and administrative 15,818 13,204 12,360 9,059 5,664
-----------------------------------------------------
Income (loss) from operations 3,794 10,988 (7,460) (20,559) (2,149)
Interest (income)expense, net (3,240) (1,613) (1,800) (989) 712
Minority interest in earnings of PrysmTech -- -- -- -- 628
-----------------------------------------------------
Income (loss) before income taxes and extraordinary items 7,034 12,601 (5,660) (19,570) (3,489)
Income tax provision (benefit)(1) 1,773 4,992 (2,265) (212) (1,333)
Extraordinary items, net of taxes(2)(3) (1,520) -- -- 131 --
-----------------------------------------------------
Net income (loss) $ 6,781 $ 7,609 $ (3,395) $(19,489) $(2,156)
=====================================================
Basic income (loss) per share:
Income (loss) before extraordinary items $ 0.19 $ 0.31 $ (0.14) $ (0.99) $ (0.17)
Extraordinary gain (loss) on early extinguishment of debt 0.05 -- -- (0.01) --
-----------------------------------------------------
Total basic income (loss) per share (4)(5) $ 0.24 $ 0.31 $ (0.14) $ (1.00) $ (0.17)
=====================================================
Diluted income (loss) per share:
Income (loss) before extraordinary item $ 0.18 $ 0.28 $ (0.14) $ (0.99) $ (0.17)
Extraordinary gain (loss) on early extinguishment of debt 0.05 -- -- (0.01) --
-----------------------------------------------------
Total diluted income (loss) per share (4)(5) $ 0.23 $ 0.28 $ (0.14) $ (1.00) $ (0.17)
=====================================================
Weighted average shares outstanding:
Basic (4)(5) 27,294 24,630 23,985 19,536 12,450
=====================================================
Diluted (4)(5) 29,791 27,519 23, 985 19,536 12,450
=====================================================
December 31,
--------------------------------------------------------------------
2000 1999 1998 1997 1996
--------------------------------------------------------------------
Balance Sheet Data:
Working capital $ 70,882 $ 65,947 $47,329 $57,259 $ 812
Total assets 131,261 111,999 84,166 93,515 14,616
Long-term debt and shareholder loan,
including current portion -- 4,355 4,267 4,728 9,174
Shareholders' equity (deficit) 108,387 85,935 69,245 71,021 (4,500)
23
(1) As a result of its election to be treated as an S Corporation for income
tax purposes, prior to completion of its initial public offering in
February 1997, we were not subject to federal or state income taxes. For
periods prior to the termination of the S Corporation status, pro forma net
income amounts include additional income tax benefits determined by
applying our anticipated statutory tax rate to pretax income (loss),
adjusted for permanent tax differences. From February (C Corporation
inception) until December 31, 1997, we did not record a tax benefit,
primarily due to nondeductible purchased research and development costs. A
tax benefit was recorded in 1998 due to the net operating loss for the
year. See Note 7 to the consolidated financial statements.
(2) During 1997, we recorded a loss from early extinguishment of debt of
131,000, net of income tax.
(3) During 2000, we recorded a gain on early extinguishment of debt of
approximately $1.5 million, net of income tax.
(4) In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"),
effective for fiscal years ending after December 15, 1997. We adopted the
new guidelines for the calculation and presentation of earnings per share,
and all prior periods have been restated.
(5) On April 1, 2000 we effected a 3-for-2 stock split. As such, all
historical shares and weighted average shares have been restated to account
for this split.
The ratio of earnings to fixed charges for the years ended December 31,
2000 and 1999 were 39.8x and 32.0x, respectively, and were computed by dividing
earnings (income from continuing operations before income taxes and
extraordinary gain, adjusted for fixed charges) by fixed charges. Fixed charges
included interest incurred on long-term debt and the interest factor deemed to
be included in lease expense. For the nine months ended September 30, 2001, the
Company incurred significant pretax losses. Consequently, earnings during this
period were not sufficient to cover our fixed charges which totaled
approximately $233,000 for the nine months ended September 30, 2001.
The book value of our common stock as of September 30, 2001 was $3.83.
10. Interests Of Directors And Officers; Transactions And Arrangements
Concerning The Options.
A list of our directors and executive officers is attached to this offer to
exchange as Schedule A. As of October 22, 2001, our executive officers and
directors as a group beneficially owned options outstanding under the Option
Plan to purchase a total of 2,460,509 shares of our common stock, which
represented approximately 49% of the shares subject to all options outstanding
under the Option Plan as of that date. None of these options to purchase shares
of common stock are eligible to be tendered in the offer.
There have been no transactions in options to purchase our common stock or
in our common stock which were effected during the past 60 days by Radiant or,
to our knowledge, by any executive officer, director, affiliate or subsidiary of
Radiant, except for the following: (1) ordinary course purchases by employee
participants under our Employee Stock Purchase Plan; and (2) ordinary course
grants of stock options to employees who are not executive officers.
11. Status Of Options Acquired By Us In The Offer; Accounting Consequences Of
The Offer.
Options we acquire pursuant to the offer will be cancelled and the shares
of common stock subject to those options will be returned to the pool of shares
available for grants of new options under the Option Plan and for issuance upon
the exercise of such new options or the grant of other stock-based awards. To
the extent such shares are not fully reserved for issuance upon exercise of the
new options to be granted in connection with the offer, the shares will be
available for future awards to employees and other eligible plan participants
without further shareholder action, except as required by applicable law,
regulation or the rules of the Nasdaq National Market or any other securities
quotation system or any stock exchange on which our common stock is then quoted
or listed.
24
We believe that we will not incur any compensation expense solely as a
result of the transactions contemplated by this offer because:
. we will not grant any new options until a business day that is at least
six months and one day after the date that we accept and cancel options
tendered for exchange;
. the exercise price of all new options will equal the market value of the
common stock on the date we grant the new options;
. we will require any option holder who tenders options in the offer to
tender all options that he or she received during the six months
immediately prior to the date on which the offer expires if those
options have an exercise price lower than the exercise price of the
options he or she tendered in the offer; and
. we will defer the grant of any other options to which an option holder
who tendered options in the offer may be entitled until after the date
on which we grant the new options.
12. Legal Matters; Regulatory Approvals.
We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our exchange of
options and issuance of new options as contemplated by the offer, or of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
the acquisition or ownership of our options as contemplated herein. Should any
such approval or other action be required, we presently contemplate that we will
seek such approval or take such other action. We are unable to predict whether
we may determine that we are required to delay the acceptance of options for
exchange pending the outcome of any such matter. We cannot assure you that any
such approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that the failure to obtain any such approval
or other action might not result in adverse consequences to our business. Our
obligation under the offer to accept tendered options for exchange and to issue
new options for tendered options is subject to conditions, including the
conditions described in Section 6.
13. Material U.S. Federal Income Tax Consequences.
The following is a general summary of the material U.S. federal income tax
consequences of an exchange of options pursuant to the offer. This discussion
is based on the Code, its legislative history, Treasury Regulations and
administrative and judicial interpretations as of the date of the offer, all of
which are subject to change, possibly on a retroactive basis. This summary does
not discuss all of the tax consequences that may be relevant to you in light of
your particular circumstances, nor is it intended to be applicable in all
respects to all categories of option holders. This summary assumes that no
option holder has paid any consideration for any options.
25
We believe that the exchange of outstanding incentive or nonqualified stock
options for new options will be treated as a non-taxable exchange and that you
will not be required to recognize income for U.S. federal income tax purposes
either at the time you tender your existing options for exchange or at the date
of grant of the new options.
If you tender incentive stock options and those options are accepted for
exchange, the new options will be granted as incentive stock options to the
maximum extent they qualify. Among other requirements, for options to qualify
as incentive stock options, the value of shares subject to options that first
become exercisable by the option holder in any calendar year cannot exceed
$100,000, as determined using the fair market value of the stock subject to the
option as of the grant date. Any excess value is deemed to be subject to a non-
qualified stock option.
You should note that there is a risk that any incentive stock option you
hold may be affected, even if you do not participate in the exchange. We
believe that the option exchange program will not change any of the terms of
your existing options for U.S. federal income tax purposes if you do not
participate in the option exchange program. However, the IRS may characterize
your right to tender your existing incentive stock options under the option
exchange program as a "modification" of those incentive stock options, even if
you decline to participate. A successful assertion by the IRS that your
incentive stock options are modified could extend the holding period required
for an incentive stock option to qualify for favorable tax treatment.
Accordingly, to the extent you dispose of your incentive stock option shares
prior to the lapse of the new extended holding period, your incentive stock
option could be taxed similarly to a nonqualified stock option.
U.S. Federal Income Tax Consequences for Outstanding Incentive Stock
--------------------------------------------------------------------
Options. Under the provisions of Section 422 of the Code, you will not
-------
recognize taxable income on the grant to you or the exercise by you of an
incentive stock option. You will be taxed only when the stock acquired upon
exercise of the incentive stock option is sold or otherwise disposed of in a
taxable transaction. If at the time of the sale or disposition you have held
the shares for the required holding period (the later of (i) two years from the
date the option was granted or (ii) one year from the date of the transfer of
the shares to you upon exercise of the option), you will recognize long-term
capital gain or loss, as the case may be, based upon the difference between the
exercise price and the net proceeds of the sale. However, if you dispose of the
shares before the end of the required holding period, you will recognize
ordinary income on the disposition in an amount equal to the lesser of (a) the
amount of gain on the sale or other disposition; or (b) the amount by which the
fair market value of the shares on the date of exercise exceeded the option
exercise price, with any excess gain being capital gain, long-term or short-
term, depending on whether or not you had held the shares for more than one year
on the date of the sale or disposition. If at the time of exercise the option
is no longer eligible for treatment as an incentive stock option (e.g., because
the option is exercised more than three months after your employment with
Radiant terminates, unless the termination results from death or disability),
the option will be considered a nonqualified stock option, and the exercise of
the option will result in the tax consequences described below. The references
above to capital gain or loss treatment assume that you hold the option shares
as a capital asset. A sale or other disposition which results in your
recognition of ordinary income will also result in a corresponding income tax
deduction for Radiant.
26
Despite the deferral of regular income tax liability provided by incentive
stock options, the excess of the fair market value of shares acquired through
the exercise of an incentive stock option over the exercise price is taken into
account in computing alternative minimum taxable income. As a result, the
exercise of an incentive stock option could result in the imposition of an
alternative minimum tax liability.
U.S. Federal Income Tax Consequences of Nonqualified Stock Options. Under
------------------------------------------------------------------
current law, you generally do not realize taxable income upon the grant of a
nonqualified stock option. However, when you exercise the option, the
difference between the exercise price of the option and the fair market value of
the shares subject to the option on the date of exercise will be treated as
taxable compensation income to you, and you will be subject to withholding of
income and employment taxes at that time. We will generally be entitled to a
deduction equal to the amount of compensation income taxable to you.
The subsequent sale by you of shares acquired pursuant to the exercise of a
nonqualified stock option generally will give rise to capital gain or loss equal
to the difference between the sale price and the sum of the exercise price paid
for the shares plus the ordinary income recognized with respect to the shares.
The capital gain or loss will be treated as long-term capital gain or loss if
you held the shares for more than one year following exercise of the option.
We strongly recommend that you consult your own tax adviser with respect to
the federal, state and local tax consequences of participating in the offer.
14. Certain Tax Consequences For Non-U.S.-Based Employees.
Where you are an Australian resident employee the exchange of options will
be an event which may require you under the Australian Income Tax provisions to
calculate whether any assessable income arises from the exchange of the options.
Options issued under the Option Plan are `qualifying rights' for Australian
Income Tax purposes. How the Australian Income Tax law will apply if you
exchange your options, is dependant upon whether you elected to be assessed in
the year of grant for the discount benefit arising from the grant of the
options. If you did not make the election there would not have been any
discount benefit included in your assessable income in the year of grant. The
inclusion of the discount being delayed until the year of exercise of the
option.
Where you elected to include the discount as income in the year of grant
there should not be any amount required to be included in your assessable income
from the disposal of the options. It is likely a capital loss equal to the
amount included in your assessable income will be created during the year of the
exchange of the options.
If you did not make the election then the exchange of the options will be
the time at which the discount is required to be calculated. If the exercise
price of the options disposed of is more than the market price of the common
stock, then for Australian taxation purposes the options will be deemed to have
a market price of nil. Accordingly, there should not be any
27
amount required to be included in your assessable income from the option
disposal. The option disposal should not give rise to any capital gain or loss.
The replacement options to be received by you under the exchange of options
program will be `qualifying rights' for Australian Tax purposes. Upon the
receipt of the replacement options you will be permitted to delay the time at
which you are required to include the discount benefit on the replacement
options to a later tax year. Alternatively, you may make the election to have
the discount calculated at the time of issue and to have the discount included
in your assessable income for the year of grant of the options.
The summary as to how the Australian Tax laws may apply to you cannot be
taken to be complete advice due to the complexity of the taxation laws. You
should therefore considering obtaining your own independent advice as to the
operation of the Australian Tax laws.
15. Extension Of Offer; Termination; Amendment.
We expressly reserve the right, in our discretion at any time and from time
to time, to extend the period of time during which the offer is open and delay
accepting any options tendered to us by publicly announcing the extension and
giving oral or written notice of the extension to the option holders and making
a public announcement thereof. If the offer is extended, then the grant date of
the new options will also be extended.
We also expressly reserve the right, in our reasonable judgment, prior to
the expiration date to terminate or amend the offer and to postpone our
acceptance and cancellation of any options tendered for exchange upon the
occurrence of any of the conditions specified in Section 6, by giving oral or
written notice of such termination or postponement to the option holders and
making a public announcement thereof. Our reservation of the right to delay our
acceptance and cancellation of options tendered for exchange is limited by Rule
13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay
the consideration offered or return the options tendered promptly after
termination or withdrawal of a tender offer.
Subject to compliance with applicable law, we further reserve the right, in
our discretion, and regardless of whether any event set forth in Section 6 has
occurred or is deemed by us to have occurred, to amend the offer in any respect,
including, without limitation, by decreasing or increasing the consideration
offered in the offer to option holders or by decreasing or increasing the number
of options being sought in the offer.
Amendments to the offer may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the
amendment must be issued no later than 9:00 a.m., Eastern time, on the next
business day after the last previously scheduled or announced expiration date.
Any public announcement made pursuant to the offer will be disseminated promptly
to option holders in a manner reasonably designated to inform option holders of
such change. Without limiting the manner in which we may choose to make a
public announcement, except as required by applicable law, we have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by making a press release to the Dow Jones News Service.
28
If we materially change the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3)
under the Exchange Act. These rules require that the minimum period during
which an offer must remain open following material changes in the terms of the
offer or information concerning the offer, other than a change in price or a
change in percentage of securities sought, will depend on the facts and
circumstances, including the relative materiality of such terms or information.
16. Fees And Expenses.
We will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of options pursuant to this offer to exchange.
You will be responsible for any expenses incurred by you in connection with your
election to participate in this offer, including, but not limited to, mailing,
faxing and telephone expenses, as well as any expenses associated with any tax,
legal or other advisor consulted or retained by you in connection with this
offer.
17. Additional Information.
We have filed with the SEC a Tender Offer Statement on Schedule TO, of
which this offer to exchange is a part, with respect to the offer. This offer
to exchange does not contain all of the information contained in the Schedule TO
and the exhibits to the Schedule TO. We recommend that you review the Schedule
TO, including its exhibits and any amendments, and the following materials which
we have filed with the SEC before making a decision on whether to tender your
options:
(a) Our Annual Report on Form 10-K for the year ended December 31, 2000,
filed with the SEC on April 2, 2001;
(b) Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
filed with the SEC on August 14, 2001; and
(c) The description of our common stock contained in our registration
statement on Form 8-A filed with the SEC on January 27, 1997.
These filings, our other annual, quarterly and current reports, our proxy
statements and our other SEC filings may be examined, and copies may be
obtained, at the following SEC public reference rooms:
450 Fifth Street, N.W. 500 West Madison Street
Room 1024 Suite 1400
Washington, D.C. 20549 Chicago, Illinois 60661
You may obtain information on the operation of the public reference rooms
by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public on the SEC's Internet site at http://www.sec.gov.
29
Our common stock is quoted on the Nasdaq National Market under the symbol
"RADS," and our SEC filings can be read at the following Nasdaq address:
Nasdaq Operations
1735 K Street, N.W.
Washington, D.C. 20006
We will also provide without charge to each person to whom a copy of this
offer to exchange is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents to which we have referred you,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to:
Radiant Systems, Inc.
Attention: Hilary Love, Stock Plan Administrator
3925 Brookside Parkway
Alpharetta, Georgia 30022
Telephone: (770) 576-6337
Facsimile: (770) 360-7589
E-mail: hlove@radiantsystems.com
between the hours of 9:00 a.m. and 4:00 p.m., Atlanta, Georgia local time.
As you read the documents listed in Section 17, you may find some
inconsistencies in information from one document to another. Should you find
inconsistencies between the documents, or between a document and this offer to
exchange, you should rely on the statements made in the most recent document.
The information contained in this offer to exchange about Radiant should be read
together with the information contained in the documents to which we have
referred you.
18. Forward Looking Statements; Miscellaneous.
This offer to exchange and our SEC reports referred to above contain
certain forward-looking statements, including or related to our future results,
including certain projections and business trends. Assumptions relating to
forward-looking statements involve judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. When used in this offer to exchange, the
words "estimate," "project," "intend," "believe" and "expect" and similar
expressions are intended to identify forward-looking statements. Although we
believe that assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate, and we may not
realize the results contemplated by the forward-looking statement. Management
decisions are subjective in many respects and susceptible to interpretations and
periodic revisions based on actual experience and business developments, the
impact of which may cause us to alter our business strategy or capital
expenditure plans that may, in turn, affect our results of operations. In light
of the significant uncertainties inherent in the forward-looking information
included in this offer to change, you should not regard the inclusion of such
information as our representation that we will achieve any strategy, objectives
or other plans. The forward-looking
30
statements contained in this offer to exchange speak only as of the date of this
offer to exchange, and we have no obligation to update publicly or revise any of
these forward-looking statements.
These and other statements, which are not historical facts, are based
largely on management's current expectations and assumptions and are subject to
a number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among others, those found in our Annual Report
on Form 10-K for the year ended December 31, 2000, which risks are incorporated
herein by reference.
We are not aware of any jurisdiction where the making of the offer is not
in compliance with applicable law. If we become aware of any jurisdiction where
the making of the offer is not in compliance with any valid applicable law, we
will make a good faith effort to comply with such law. If, after such good
faith effort, we cannot comply with such law, the offer will not be made to, nor
will tenders be accepted from or on behalf of, the option holders residing in
such jurisdiction.
We have not authorized any person to make any recommendation on our behalf
as to whether you should tender or refrain from tendering your options pursuant
to the offer. You should rely only on the information contained in this
document or to which we have referred you. We have not authorized anyone to
give you any information or to make any representations in connection with the
offer other than the information and representations contained in this document
or in the related letter of transmittal. If anyone makes any recommendation or
representation to you or gives you any information, you must not rely upon that
recommendation, representation or information as having been authorized by us.
RADIANT SYSTEMS, INC.
October 24, 2001
31
SCHEDULE A
INFORMATION CONCERNING
THE DIRECTORS AND EXECUTIVE OFFICERS
OF RADIANT SYSTEMS, INC.
The directors and executive officers of Radiant Systems, Inc. and their
positions and offices as of October 23, 2001, are set forth in the following
table:
Name Positions and Offices Held
---- --------------------------
Erez Goren Co-Chairman of the Board of Directors and
Chief Executive Officer
Alon Goren Co-Chairman of the Board of Directors and
Chief Technology Officer
John H. Heyman Executive Vice President, Chief Financial
Officer and Director
Andrew S. Heyman Executive Vice President and President -
Radiant Systems Division
Carlyle M. Taylor Executive Vice President and President -
Radiant Computer Products Division
James S. Balloun Director
Evan O. Grossman Director
J. Alexander M. Douglas, Jr. Director
The address of each director and executive officer is: c/o Radiant Systems,
Inc., 3925 Brookside Parkway, Alpharetta, Georgia 30022.
A-1
EX-99.(A)(2)
4
dex99a2.txt
FORM OF LETTER OF TRANSMITTAL
EXHIBIT (a)(2)
RADIANT SYSTEMS, INC.
LETTER OF TRANSMITTAL
PURSUANT TO THE OFFER TO EXCHANGE DATED OCTOBER 24, 2001
TO TENDER OPTIONS
TO PURCHASE SHARES OF COMMON STOCK OF RADIANT SYSTEMS, INC.
GRANTED ON OR AFTER DECEMBER 20, 1995 FOR NEW OPTIONS
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON NOVEMBER 21, 2001,
UNLESS THE OFFER IS EXTENDED
To: Radiant Systems, Inc.
Attention: Hilary Love, Stock Plan Administrator
3925 Brookside Parkway
Alpharetta, Georgia 30022
Telephone: (770) 576-6337
Facsimile: (770) 360-7589
THIS LETTER MUST BE DELIVERED EITHER TO THE ABOVE ADDRESS OR VIA FACSIMILE TO
THE ABOVE-REFERENCED NUMBER ONLY. TRANSMISSION VIA E-MAIL WILL NOT BE ACCEPTED.
Pursuant to the terms and subject to the conditions of the Offer to
Exchange dated October 24, 2001 and this Letter of Transmittal, I hereby tender
the following options to purchase shares of common stock, no par value per share
("Option Shares"), outstanding under the Amended and Restated 1995 Stock Option
Plan of Radiant Systems, Inc., granted on or after December 20, 1995 (to validly
tender such options or portions thereof you must complete the following table
according to instructions 2 and 3 on page 5 of this Letter of Transmittal):
Grant Date of Option to Total Number of Shares Number of Option Shares
be Tendered (1) Exercise Price of Option Subject to Option (2) to be Tendered (3)
------------------------- -------------------------- ------------------------- --------------------------
------------------------- -------------------------- ------------------------- --------------------------
------------------------- -------------------------- ------------------------- --------------------------
------------------------- -------------------------- ------------------------- --------------------------
(1) List each option on a separate line even if more than one option was issued
on the same grant date.
(2) You may not tender a portion of an option, you may only tender an option
grant in full. Therefore, please provide the total number of Option Shares
subject to the entire option in this column.
(3) You must tender all of the option shares for a particular option so this
number must match that in prior column or state "all."
To Radiant Systems, Inc.:
Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated October 24, 2001 (the "Offer to Exchange"), my receipt of which I
hereby acknowledge, and in this Letter of Transmittal (this "Letter" which,
together with the Offer to Exchange, as they may be amended from time to time,
constitutes the "Offer"), I, the undersigned, hereby tender to Radiant Systems,
Inc., a Georgia corporation (the "Company"), the options to purchase shares
("Option Shares") of common stock, no par value per share, of the Company (the
"Common Stock") specified in the table on page 1 of this Letter (the "Tendered
Options") in exchange for "New Options," which are new options to purchase
shares of Common Stock equal in number to the number of Option Shares subject to
the Tendered Options or portions thereof that I tender hereby. All New Options
will be subject to the terms of the Amended and Restated 1995 Stock Option Plan
of Radiant Systems, Inc. (the "Option Plan"), as applicable, and to a new option
agreement between the Company and me.
Subject to, and effective upon, the Company's acceptance for exchange of
the Tendered Options in accordance with the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), I hereby sell, assign and
transfer to, or upon the order of, the Company all right, title and interest in
and to the Tendered Options.
I hereby represent and warrant that I have full power and authority to
tender the Tendered Options and that, when and to the extent the Tendered
Options are accepted for exchange by the Company, the Tendered Options will be
free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof (other than pursuant to the applicable option
agreement) and the Tendered Options will not be subject to any adverse claims.
Upon request, I will execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the exchange of the Tendered
Options pursuant to the Offer.
The name and social security number of the registered holder of the
Tendered Options appears below exactly as it appears on the option agreement or
agreements representing the Tendered Options. By completing the table on page 1
of this Letter, I have indicated whether the Tendered Options represents all or
less than all of the Option Shares subject to each such Option (a "Partial
Tender"). In the appropriate boxes of the table, I have listed for each
Tendered Option, the grant date of the Tendered Option, the exercise price, the
total number of Option Shares subject to the Tendered Option and the number of
Option Shares I am tendering.
I understand and acknowledge that:
(1) I agree to all of the terms and conditions of the Offer.
(2) I may tender all or a portion of my options outstanding under the
Option Plan granted on or after December 20, 1995, and that I am not
required to tender any of such options in the Offer. I must also
tender any option I received within the six months immediately prior
to the date the Offer commenced with an exercise price lower than the
exercise price of any other options tendered.
(3) All Tendered Options properly tendered prior to 12:00 midnight,
Eastern time, on November 21,
2
2001, unless the Company has extended the period of time the Offer
will remain open (the "Expiration Date"), and not properly withdrawn
will be exchanged for New Options, upon the terms and subject to the
conditions of the Offer, including the conditions described in
Sections 1 and 6 of the Offer to Exchange.
(4) Upon the Company's acceptance of the Tendered Options for exchange, I
understand that the option agreement or agreements to which the
Tendered Options are subject will be terminated and the options
thereunder will be cancelled. All New Options will be subject to the
terms and conditions of the Option Plan.
(5) The New Options will not be granted until the first business day that
is at least six months and one day after the date the Company accepts
for exchange and cancels the Tendered Options and will have (a) an
exercise price equal to the fair market value of the Company's common
stock on the grant date, as determined by the last reported sale price
during regular trading hours of the Company's common stock on the
Nasdaq National Market on the grant date; and (b) generally a vesting
schedule of one-third on each anniversary date of the grant date over
the next three years.
(6) I must be an employee of the Company or one of its subsidiaries from
the date I tender the Tendered Options through the date the New
Options are granted in order to receive the New Options, and, if for
any reason I do not remain an employee, I will not receive any New
Options or any other consideration for the Tendered Options.
Participation in the Offer will not be construed as a right to my
continued employment with Radiant or any of its subsidiaries for any
period and my employment with Radiant or any of its subsidiaries can
be terminated at any time by me or Radiant (or one of its
subsidiaries, as applicable), with or without cause or notice.
(7) By tendering the Tendered Options pursuant to the procedure described
in Section 3 of the Offer to Exchange and in the instructions to this
Letter, I accept the terms and conditions of the Offer. The Company's
acceptance for exchange of the Tendered Options will constitute a
binding agreement between the Company and me upon the terms and
subject to the conditions of the Offer.
(8) Under certain circumstances set forth in the Offer to Exchange, the
Company may terminate or amend the Offer and postpone its acceptance
and cancellation of any Tendered Options, and in any such event, the
Tendered Options delivered herewith but not accepted for exchange will
be returned to me at the address indicated below.
(9) All options that I choose not to tender for exchange or that are not
accepted for exchange, assuming they are not required to be tendered
for exchange as described in clause (3) above, shall remain
outstanding and retain their current exercise price and vesting
schedule.
(10) The Company has advised me to consult with my own advisers as to the
consequences of participating or not participating in the Offer.
3
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, my death or incapacity, and all of my
obligations hereunder shall be binding upon my heirs, personal representatives,
successors and assigns. Except as stated in the Offer, this tender is
irrevocable.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED
FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
I agree to all of the terms and conditions of the Offer.
You must complete and sign the following exactly as your name appears on
the option agreement or agreements evidencing the Tendering Options. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or another person acting in a fiduciary or
representative capacity, please set forth the signer's full title and include
with this Letter proper evidence of the authority of such person to act in such
capacity.
SIGNATURE OF OWNER
_________________________________________________
(Signature of Holder or Authorized Signatory--
See Instructions 1 and 4)
Date:__________________________, 2001
Print Name:______________________________________
Capacity:________________________________________
Address:_________________________________________
_________________________________________________
Telephone No. (with area code):__________________
Tax ID/Social Security No._______________________
4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. A properly completed and duly
---------------------------------
executed original of this Letter (or a facsimile thereof), and any other
documents required by this Letter, must be received by the Company at its
address set forth on the front cover of this Letter on or before the Expiration
Date.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY
RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. E-MAIL
DELIVERY WILL NOT BE ACCEPTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME
TO ENSURE TIMELY DELIVERY.
Tenders of Options made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. If the Offer is extended by the Company beyond
that time, you may withdraw your tendered options at any time until the extended
expiration of the Offer. In addition, unless the Company accepts your tendered
Options before 12:00 midnight, Eastern time, on November 21, 2001, you may
withdraw your tendered Options at any time after October 24, 2001 and prior to
the Expiration Date. You may also withdraw tendered options after the expiration
of 40 business days from the commencement of the Offer (that is, December 19,
2001) if the Company has not yet accepted the options for payment. To withdraw
tendered Options you must deliver a Notice of Withdrawal, or a facsimile
thereof, with the required information to the Company while you still have the
right to withdraw the Tendered Options. Withdrawals may not be rescinded and any
Tendered Options withdrawn will thereafter be deemed not properly tendered for
purposes of the Offer unless such withdrawn Tendered Options are properly re-
tendered prior to the Expiration Date by following the procedures described
above.
To change your election regarding particular tendered options while
continuing to elect to tender some options, you must deliver a new Letter of
Transmittal, with the required information, following the procedures described
above. Upon the receipt of a new Letter of Transmittal, any previously
submitted Letter of Transmittal will be disregarded and will be considered
replaced in full by the new Letter of Transmittal.
The Company will not accept any alternative, conditional or contingent
tenders. All tendering Option Holders, by execution of this Letter (or a
facsimile of it), waive any right to receive any notice of the acceptance of
their tender, except as provided for in the Offer to Exchange.
2. Inadequate Space. If the space provided herein is inadequate, the
----------------
information requested by the table on page 1 of this Letter regarding the
Options to be tendered should be provided on a separate schedule attached
hereto.
3. Tenders. If you intend to tender options pursuant the Offer, you must
-------
complete the table on page 1 of this Letter by providing the following
information for each Option that you intend to tender: grant date, exercise
price, total number of Option Shares subject to the Option and number of Option
Shares you are tendering. If you decide to tender options, you must tender all
options outstanding under
5
any particular grant. If you tender any options, you must tender all options
granted within six months prior to the date the Offer commenced with an exercise
price lower than the exercise price of any other
options tendered.
4. Signatures on This Letter of Transmittal. If this Letter is signed by
----------------------------------------
the holder of the Options, the signature must correspond with the name as
written on the face of the option agreement or agreements to which the Options
are subject without alteration, enlargement or any change whatsoever.
If this Letter is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority of such person so
to act must be submitted with this Letter.
5. Requests for Assistance or Additional Copies. Any questions or
--------------------------------------------
requests for assistance, as well as requests for additional copies of the Offer
to Exchange or this Letter may be directed to Patty White, at the address and
telephone number given on the front cover of this Letter. Copies will be
furnished at the Company's expense.
6. Irregularities. All questions as to the number of Option Shares
--------------
subject to Options to be accepted for exchange, and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
tender of Options will be determined by the Company in its discretion, which
determinations shall be final and binding on all parties. The Company reserves
the right to reject any or all tenders of Options the Company determines not to
be in proper form or the acceptance of which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the right to waive
any of the conditions of the Offer and any defect or irregularity in the tender
of any particular Options, and the Company's interpretation of the terms of the
Offer (including these instructions) will be final and binding on all parties.
No tender of Options will be deemed to be properly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. Neither the Company nor any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and no
person will incur any liability for failure to give any such notice.
IMPORTANT: TO ACCEPT THE OFFER, THIS LETTER (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON
OR PRIOR TO THE EXPIRATION DATE. YOU MUST DELIVER A PROPERLY EXECUTED PAPER
COPY OR FACSIMILE COPY OF THE DOCUMENTS. E-MAIL DELIVERY WILL NOT BE ACCEPTED.
7. Important Tax Information. You should refer to Sections 13 and 14 of
-------------------------
the Offer to Exchange, which contains important tax information.
6
EX-99.(A)(3)
5
dex99a3.txt
FORM OF NOTICE OF WITHDRAWAL
EXHIBIT (a)(3)
RADIANT SYSTEMS, INC.
NOTICE OF WITHDRAWAL
PURSUANT TO OFFER TO EXCHANGE DATED OCTOBER 24, 2001
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON NOVEMBER 21, 2001
UNLESS THE OFFER IS EXTENDED
To: Radiant Systems, Inc.
Attention: Hilary Love, Stock Plan Administrator
3925 Brookside Parkway
Alpharetta, Georgia 30022
Telephone: (770) 576-6337
Facsimile: (770) 360-7589
THIS NOTICE MUST BE DELIVERED EITHER TO THE ABOVE ADDRESS OR
VIA FACSIMILE TO THE ABOVE-REFERENCED NUMBER ONLY.
TRANSMISSION VIA E-MAIL WILL NOT BE ACCEPTED.
I previously received a copy of the Offer to Exchange dated October 24,
2001 (the "Offer to Exchange") and a letter of transmittal (the "Letter of
Transmittal" which, together with the Offer to Exchange, constitutes the
"Offer"). I signed and returned the Letter of Transmittal in which I tendered
some of or all of my options (the "Tendered Options"). I now wish to withdraw my
Tendered Options. I understand that by signing this Notice of Withdrawal and
delivering it to Hilary Love at the address or facsimile number listed above by
12:00 midnight, Eastern time, on November 21, 2001, I will be able to withdraw
my Tendered Options. I have read and understand all the terms and conditions of
the Offer to Exchange. I have read and understand the instructions attached to
this Notice of Withdrawal.
I understand that in order to withdraw my Tendered Options, I must sign,
date and deliver this Notice of Withdrawal to Hilary Love at the address or
facsimile number set forth above by 12:00 midnight, Eastern time, on November
21, 2001. I further understand that I have the right to withdraw my Tendered
Options after the expiration of 40 business days from the commencement of the
Offer (that is, December 19, 2001) if Radiant has not yet accepted the options
for payment.
I understand that by withdrawing the Tendered Options, I will not receive
any new options pursuant to the Offer to Exchange and I will keep the options
that I have. These options will continue to be governed by the stock incentive
plan under which they were granted and by the existing option agreements between
Radiant and me.
I understand that I may change this withdrawal, and once again tender
options by submitting a new letter of transmittal to Hilary Love at the address
or facsimile number set forth above prior to 12:00 midnight, Eastern time, on
November 21, 2001.
I have signed this Notice of Withdrawal and printed my name exactly as it
appears on the Letter of Transmittal.
I do not tender any options for exchange.
SIGNATURE OF OWNER
X_____________________________________________
(Signature of Holder or Authorized Signatory--
See Instructions 1 and 2)
Date:___________________, 2001
Print Name:___________________________________
Capacity:_____________________________________
Address:______________________________________
______________________________________
______________________________________
Telephone No. (with area code):______________
Tax ID/Social Security No.:___________________
RETURN TO HILARY LOVE NO LATER THAN
12:00 MIDNIGHT, EASTERN TIME, ON NOVEMBER 21, 2001, AT
3925 BROOKSIDE PARKWAY
ALPHARETTA, GEORGIA 30022
FACSIMILE: (770) 360-7589
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Notice of Withdrawal.
A properly completed and executed original of this Notice of Withdrawal (or
a facsimile of it), and any other documents required by this Notice of
Withdrawal, must be received by Hilary Love at the address or facsimile number
on the front cover of this Notice of Withdrawal on or before 12:00 midnight,
Eastern time, on November 21, 2001 (the "Expiration Date").
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. YOU MAY HAND DELIVER YOUR NOTICE OF WITHDRAWAL TO HILARY LOVE AT
RADIANT SYSTEMS, INC. (THE "COMPANY"), OR YOU MAY MAIL OR FAX IT TO HER AT THE
ADDRESS OR FACSIMILE NUMBER LISTED ON THE FRONT COVER OF THIS NOTICE OF
WITHDRAWAL. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY
DELIVERY.
Although by submitting a Notice of Withdrawal you have withdrawn your
tendered options, you may change your mind and re-tender the options until the
Expiration Date of the Offer. Tenders of options made through the Offer may be
made at any time before the Expiration Date. If the Offer is extended by the
Company beyond that time, you may tender your options at any time until the
extended expiration of the Offer. To change your mind and elect to participate
in the Offer, you must deliver a new Letter of Transmittal, or a facsimile of
the Letter of Transmittal, with the required information to the Company, while
you still have the right to participate in the Offer. Your options will not be
properly tendered for purposes of the Offer unless the withdrawn options are
properly re-tendered before the Expiration Date by delivery of the new Letter of
Transmittal following the procedures described in the Instructions to the Letter
of Transmittal.
IF YOU DO NOT WISH TO WITHDRAW ALL YOUR TENDERED OPTIONS FROM THE OFFER,
YOU SHOULD NOT FILL OUT THIS NOTICE OF WITHDRAWAL. IF YOU WISH TO CHANGE YOUR
ELECTION WITH RESPECT ONLY TO PARTICULAR OPTIONS, YOU SHOULD SUBMIT A NEW LETTER
OF TRANSMITTAL INSTEAD. To change your election regarding particular tendered
options while continuing to elect to participate in the Offer, you must deliver
a new Letter of Transmittal, with the required information, following the
procedures described in the Instructions to the Letter of Transmittal before the
Expiration Date or, if the Offer is extended, before the extended expiration of
the Offer. Upon the receipt of such a new Letter of Transmittal, any previously
submitted Letter of Transmittal or Notice of Withdrawal will be disregarded and
will be considered replaced in full by the new Letter of Transmittal.
By signing this Notice of Withdrawal (or a facsimile of it), you waive any
right to receive any notice of the withdrawal of the tender of your options,
except as provided for in the Offer to Exchange.
2. Signatures on This Notice of Withdrawal.
If this Notice of Withdrawal is signed by the holder of the Options, the
signature must correspond with the name as written on the face of the option
agreement or agreements to which the options are subject without alteration,
enlargement or any change whatsoever.
If this Notice of Withdrawal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, that person should so
indicate when signing, and proper evidence satisfactory to the Company of the
authority of that person so to act must be submitted with this Notice of
Withdrawal.
3. Requests for Assistance or Additional Copies.
Any questions or requests for assistance, as well as requests for
additional copies of the Offer to Exchange, the Letter of Transmittal or this
Notice of Withdrawal may be directed to Hilary Love, Stock Plan Administrator,
at the address and telephone number given on the front cover of this Notice of
Withdrawal.
4. Irregularities.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of this withdrawal from the Offer will be determined by
the Company in its discretion. The Company's determinations shall be final and
binding on all parties. The Company reserves the right to reject any or all
Notices of Withdrawal that the Company determines not to be in proper form or
the acceptance of which may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the right to waive any of the conditions of
the Offer and any defect or irregularity in the Notice of Withdrawal, and the
Company's interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No Notice of Withdrawal
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in
connection with Notices of Withdrawal must be cured within the time as the
Company shall determine. Neither the Company nor any other person is or will be
obligated to give notice of any defects or irregularities in Notices of
Withdrawal, and no person will incur any liability for failure to give any such
notice.
IMPORTANT: THE NOTICE OF WITHDRAWAL (OR A FACSIMILE COPY OF IT) TOGETHER
WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR BEFORE
THE EXPIRATION DATE.
5. Important Tax Information.
You should refer to Sections 13 and 14 of the Offer to Exchange, which
contains important information.
EX-99.(A)(5)
6
dex99a5.txt
FORM OF LETTER TO TENDERING OPTION HOLDERS
EXHIBIT (a) (5)
[Radiant Letterhead]
________________, 2001
Dear Employee Option Holder:
On behalf of Radiant Systems, Inc. (the "Company"), I am writing to provide
you with the results of the Company's recent offer to exchange (the "Offer")
outstanding options granted under our Amended and Restated 1995 Stock Option
Plan (the "Plan") granted on or after December 20, 1995, (the "Options") for new
options the Company will grant under the Plan (the "New Options"). All
capitalized terms used in this letter which are not defined herein have the
meanings given to those terms in the letter of transmittal (the "Letter of
Transmittal") accompanying the Company's offer to exchange dated October 24,
2001 (the "Offer of Exchange").
The Offer expired at 12:00 midnight, Eastern time, on November 21, 2001.
Promptly following the expiration of the Offer and pursuant to the terms and
conditions of the Offer, the Company accepted for exchange Options tendered to
it for a total of _________ shares of Common Stock and cancelled all such
Options. The Company has accepted for exchange and cancelled the number of
Options tendered by you equal to the number of Option Shares set forth on
Attachment A to this letter.
------------
In accordance with the terms and subject to the conditions of the Offer,
you will have the right to receive New Options under the Plan for the number of
shares of Common Stock which is equal to the number of Option Shares set forth
on Attachment A, as adjusted for any stock splits, stock dividends and similar
------------
events. Also in accordance with the terms of the Offer, the terms and
conditions of the New Options will be substantially the same as the terms and
conditions of the Options you tendered for exchange, except as specified in the
Offer, and will include the following terms:
. The per share exercise price under the New Options will equal the fair
market value of the Common Stock on the date the Company grants the
New Options, as determined the last reported sale price of the Common
Stock on the Nasdaq National Market on the date the Company grants the
New Options; and
. The vesting schedule of the New Options generally will vest in one-
third increments on the first three anniversaries of the grant date.
In accordance with the terms of the Offer, the Company will grant you the
New Options on May 29, 2002. At the time, as described in the Offer to Exchange,
you will receive a New Option agreement executed by the Company.
In accordance with the terms of the Offer, and as provided in the Plan, you
must be an employee of the Company or one of our subsidiaries from the date you
tendered options through
the New Option grant date in order to receive your New Options. If you do not
remain an employee, you will not receive New Options or any other consideration
for the Options tendered by you and cancelled by the Company.
If you have any questions about your rights in connection with the grant of
New Options, please contact Hilary Love, Stock Plan Administrator, at telephone:
(770) 576-6337, facsimile: (770) 360-7589 or e-mail: hlove@radiantsystems.com.
------------------------
Sincerely,
/s/ Erez Goren
--------------------------------------------
Erez Goren, Chief Executive Officer
ATTACHMENT A
(Name of Option Holder)
Number of Option
Total Number of Shares Subject to Exercise Price of
Option Shares Tendered Option Tendered Option Date of Acceptance of
Subject to Option Accepted for Exchange Accepted for Exchange Tender
--------------------- --------------------- --------------------- -----------------------
--------------------- --------------------- --------------------- -----------------------
--------------------- --------------------- --------------------- -----------------------
--------------------- --------------------- --------------------- -----------------------
--------------------- --------------------- --------------------- -----------------------
Number of Option Shares Subject to New Options to be Granted to you on or about
May 29, 2002: _________________.
EX-99.(A)(8)
7
dex99a8.txt
LETTER TO ELIGIBLE OPTION HOLDERS
Exhibit (a)(8)
November 6, 2001
Dear Employee Option Holder:
As you know, on October 24, 2001, we commenced our offer to tender for
exchange your currently outstanding employee stock options (vested and unvested)
granted on or after December 20, 1995 (the "Offer"). These options have been
granted to you under the Amended and Restated 1995 Stock Option Plan of Radiant
Systems, Inc. The purpose of this Supplemental Letter is to communicate to you
certain minor modifications which have been made to the Offer.
These modifications are reflected in the Offer to Exchange dated October
24, 2001, the Letter of Transmittal and the Notice of Withdrawal, each as
modified, all of which are available to you by contacting us, Attention: Hilary
Love, as directed below. These documents are also available on the SEC's
Internet site at http://www.sec.gov. We encourage you to carefully review this
------------------
Supplemental Letter and the Offer to Exchange, Letter of Transmittal and Notice
of Withdrawal, as modified, prior to making any decision whether to tender your
options for exchange.
In response to comments received from the Staff of the SEC, the following
modifications have been made to the Offer:
(1) The Expiration Date of the Offer has been changed from 5:00 p.m.
eastern time to 12:00 midnight, eastern time on November 21, 2001.
(2) We have revised the language in the fourth paragraph of "The Offer -
Procedures for Tendering Options" in the Offer to Exchange to provide
that if we waive any condition for a particular option holder, then we
will waive such condition for all option holders.
(3) We have deleted the third sentence from the second paragraph of
"Withdrawal Rights" in the Offer to Exchange.
(4) We have deleted condition (b)(3) of "Conditions of the Offer" in the
Offer to Exchange.
(5) We have added the following disclosure to "Information Concerning
Radiant Systems, Inc." in the Offer to Exchange:
The ratio of earnings to fixed charges for the years ended December
31, 2000 and 1999 were 39.8x and 32.0x, respectively, and were
computed by dividing earnings (income from continuing operations
before income taxes and extraordinary gain, adjusted for fixed
charges) by fixed charges. Fixed charges included interest incurred
on long-term debt and the interest factor deemed to be
Page 2
included in lease expense. For the nine months ended September 30,
2001, the Company incurred significant pretax losses. Consequently,
earnings during this period were not sufficient to cover our fixed
charges which totaled approximately $233,000 for the nine months ended
September 30, 2001.
The book value of our common stock as of September 30, 2001 was $3.83.
(6) We have deleted the following sentence from the first paragraph of
"Forward Looking Statements; Miscellaneous" in the Offer to Exchange:
The forward-looking statements contained in this Offer to Exchange
speak only as of the date of this Offer to Exchange, and we have
no obligation to update publicly or revise any of these forward-
looking statements.
If you have already submitted your completed and signed Letter of
Transmittal and you wish to maintain your election with respect to the options
indicated in the submitted Letter of Transmittal, you do NOT need to resubmit a
new Letter of Transmittal or take any other action at this time.
If you have already submitted your completed and signed Letter of
Transmittal and you wish to change the number of options you have elected to
exchange, you may still do so by completing, signing and submitting a new Letter
of Transmittal (together with any documents required by such Letter of
Transmittal) indicating the new number of options you wish to elect for
exchange, prior to the new Expiration Date. If you intend to change the number
of options you have previously elected to exchange and require a new Letter of
Transmittal, please contact Hilary Love, Stock Plan Administrator at (770) 576-
6337 as soon as possible.
If you wish to participate and exchange your options but have not yet
submitted your Letter of Transmittal, you may still do so by completing, signing
and delivering the Letter of Transmittal that were previously sent to you on
October 24, 2001, prior to the new Expiration Date.
ANY DOCUMENTS RECEIVED AFTER 12:00 MIDNIGHT, EASTERN TIME ON NOVEMBER 21,
2001 WILL NOT BE CONSIDERED.
If you wish to withdraw the options you have previously elected to
exchange, you may do so by completing, signing and delivering the Notice of
Withdrawal that was previously sent to you on October 24, 2001, prior to the new
Expiration Date.
Once again, we would like to thank you for the responses we have received
so far regarding the Exchange Offer. We encourage you to direct any and all
questions regarding the Exchange Offer to Hilary Love, Stock Plan Administrator,
by telephone at (770) 576-6337 or by e-mail at hlove@radiantsystems.com.
Page 3
Sincerely,
/s/ Erez Goren
---------------
Erez Goren
Chief Executive Officer