SC TO-I/A 1 dsctoia.txt AMENDMENT #2 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. 2 - Final Amendment) ------------------------ 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: [X]. Introductory Statement This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 24, 2001 (the "Schedule TO") to report the results of our offer to exchange options outstanding under our Amended and Restated 1995 Stock Option Plan (the "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 to purchase shares of the Common Stock to be granted under the 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 amended from time to time, the "Offer"). Item 4. Terms of the Transaction. Item 4 of the Schedule TO is hereby amended and supplemented to add the following paragraph (c): (c) The Offer expired at 12:00 midnight, Eastern time, on Wednesday, November 21, 2001. Pursuant to the Offer, we accepted for exchange options to purchase 774,366 shares of Common Stock, representing approximately 31% of the Options that were eligible to be tendered in the Offer. Upon the terms and subject to the conditions of the Offer, we will grant new options to purchase an aggregate of 774,366 shares of Common Stock in exchange for such tendered options. We will promptly send each option holder whose options have been accepted for exchange a letter, substantially in the form of Exhibit (a)(5) as previously filed, indicating the number of shares of Common Stock subject to such holder's options that have been accepted for exchange, the corresponding number of shares of Common Stock that will be subject to the options that will be granted to such holders and the expected grant date of the new options. 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. 2 to Schedule TO is true, complete and correct. Dated: November 29, 2001 RADIANT SYSTEMS, INC. By: /s/ John H. Heyman ------------------------------------------- Name: John H. Heyman Title: Executive Vice President and Chief Financial Officer 3