-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BZ8mZSyDF44iO8YBYfPszXVxwThtRx9ZLkolMp4wg1bv90PpEyORcag/biVvfQ1e uSUCm9fCQt4tA+0QKwIZ3w== 0000950144-97-012930.txt : 19971203 0000950144-97-012930.hdr.sgml : 19971203 ACCESSION NUMBER: 0000950144-97-012930 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971201 EFFECTIVENESS DATE: 19971201 SROS: NONE FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-41327 FILM NUMBER: 97731039 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 S-8 1 RADIANT SYSTEMS, INC. 1 As filed with the Securities and Exchange Commission on December 1, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RADIANT SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 11-2749765 ---------------------------- ------------------------------ (State or other jurisdiction I.R.S. Employer Identification of incorporation or organization) Number) 1000 Alderman Drive, Alpharetta, Georgia 30005 ----------------------------------------------- (Address of Principal Executive Offices) (Zip Code) NON-MANAGEMENT DIRECTORS' STOCK OPTION PLAN - -------------------------------------------------------------------------------- (Full Title of the Plan) John H. Heyman Executive Vice President Radiant Systems, Inc. 1000 Alderman Drive Alpharetta, Georgia 30005 (770) 772-3000 ------------------------------------------ (Name, address, telephone number, including area code, of agent for service) ------------------------------- Copies Requested to: Robert T. Molinet, Esq. Smith, Gambrell & Russell, LLP 1230 Peachtree Street, N.E. Suite 3100 Atlanta, Georgia 30309 (404) 815-3643 ------------------------------ CALCULATION OF REGISTRATION FEE
================================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered Share(1) Price(1) Registration Fee - --------------------- ------------ ------------------ ------------------ ----------------- Options and Shares of no par value 100,000 $20.00 $2,000,000.00 $590.00 Common Stock Shares
- ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the high and low reported prices of the Common Stock on the Nasdaq National Market System on November 24, 1997. =============================================================================== 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed below are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; 3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; 4. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997; 5. The Company's Current Report on Form 8-K dated May 23, 1997; 6. The Company's Current Report on Form 8-K/A (Amendment No. 1) to Current Report on Form 8-K dated May 23, 1997; 7. The Company's Current Report on Form 8-K dated May 30, 1997; 8. The Company's Current Report on Form 8-K/A (Amendment No. 1) to Current Report on Form 8-K dated May 30, 1997; 9. The Company's Current Report on Form 8-K dated October 31, 1997; 10. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A as filed with the Commission on January 27, 1997.
ITEM 4. DESCRIPTION OF SECURITIES. No response is required to this item. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. No response is required to this item. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. As provided under Georgia law, the Company's Articles of Incorporation provide that a Director shall not be personally liable to the Company or its shareholders for monetary damages, for breach of the duty of care or any other fiduciary duty owed to the Company as a Director, except that such provisions shall not eliminate or limit the liability of a Director (a) for any appropriation, in violation of his or her duties, of any business opportunity of the Company; (b) for acts or omissions which involve intentional misconduct or a knowing violation of law; (c) for unlawful corporation distributions; or (d) for any transaction from which the Director received an improper personal benefit. If applicable law is amended to authorize corporate action further eliminating or limiting the liability of Directors, the liability of each Director of the Company shall be eliminated or limited to the fullest extent permitted by applicable law. These provisions apply to claims against officers, employees, and agents of the Company as well. Article VI of the Company's Bylaws provides that the Company shall 3 indemnify a Director who has been successful in the defense of any proceeding to which he or she was a party or in defense of any claim, issue or matter therein because he or she is or was a Director of the Company, against reasonable expenses incurred by him or her in connection with such defense. The Company's Bylaws also provide that the Company may indemnify any Director, officer, employee or agent made a party to a proceeding because he or she is or was a Director, officer, employee or agent against liability incurred in the proceeding if he or she conducted himself or herself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that such conduct was in the best interests of the Company; in all other cases, that such conduct was at least not opposed to the best interests of the Company; and in the case of any criminal proceeding, that he or she had no reasonable cause to believe such conduct was unlawful. An officer who is not a Director, or an officer who is also a Director and is made a party to a proceeding on the sole basis of an act or omission in his or her capacity as an officer, may be indemnified as provided by the Articles, Bylaws, a resolution of the Board or contract; except for liability arising out of conduct that constitutes (i) an appropriation, in violation of his or her duties, of any business opportunity of the Company, (ii) acts or omissions that involve intentional misconduct or a knowing violation of law, (iii) unlawful corporate distributions, or (iv) any transaction from which the officer received an improper personal benefit. Determination concerning whether or not the applicable standard of conduct has been met can be made by (a) a majority of all of the disinterested members of the Board; (b) a majority of a committee of disinterested Directors; (c) independent legal counsel; or (d) the shareholders. No indemnification may be made to or on behalf of a Director, officer, employee or agent (1) in connection with a proceeding by or in the right of the Company in which such person was adjudged liable to the Company, except for reasonable expenses incurred in connection with the proceeding if it is determined that the Director has met the relevant standard of conduct, or (2) in connection with any other proceeding with respect to conduct for which such person was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. The Company may, if authorized by its shareholders by a majority of votes which would be entitled to be cast in a vote to amend the Company's Articles of Incorporation, indemnify or obligate itself to indemnify a Director, officer, employee or agent made a party to a proceeding, including a proceeding brought by or in the right of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. No response to this item is required. ITEM 8. EXHIBITS. The following exhibits are filed with this Registration Statement. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 4.1 Non-Management Directors' Stock Option Plan. 4.2 Form of Non-Management Directors' Stock Option Agreement. 5.1 Opinion of Smith, Gambrell & Russell, LLP. 4 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as Exhibit 5.1). 24.1 Powers of Attorney (contained on the signature page to this Registration Statement). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Alpharetta, State of Georgia, on the 20th day of November, 1997. RADIANT SYSTEMS, INC. By: /s/ Erez Goren -------------------------------- Erez Goren Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Erez Goren and John H. Heyman, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, including a Registration Statement filed under Rule 462(b) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
SIGNATURE Title Date --------- ----- ---- /s/ Erez Goren Co-Chairman of the Board and November 20, 1997 - ------------------------------------------ Chief Executive Officer (principal Erez Goren executive officer) /s/ Alon Goren Co-Chairman of the Board and November 20, 1997 - ------------------------------------------ Chief Technology Officer Alon Goren /s/ Eric B. Hinkle President, Chief Operating November 20, 1997 - ------------------------------------------ Officer and Director Eric B. Hinkle
6
SIGNATURE Title Date --------- ----- ---- /s/ John H. Heyman Executive Vice President, Chief November 20, 1997 - -------------------------------------------- Financial Officer and Director John H. Heyman (principal financial officer) /s/ Paul Ilse Controller November 20, 1997 - -------------------------------------------- (principal accounting officer) Paul Ilse /s/ James S. Balloun Director November 20, 1997 - -------------------------------------------- James S. Balloun /s/ Evan O. Grossman Director November 20, 1997 - -------------------------------------------- Evan O. Grossman
7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 4.1 Non-Management Directors' Stock Option Plan. 4.2 Form of Non-Management Directors' Stock Option Agreement. 5.1 Opinion of Smith, Gambrell & Russell, LLP. 23.1 Consent of Arthur Andersen LLP.
EX-4.1 2 NON-MANAGEMENT DIRECTORS' STOCK OPTION 1 EXHIBIT 4.1 RADIANT SYSTEMS, INC. NON-MANAGEMENT DIRECTORS' STOCK OPTION PLAN 1. PURPOSE. Radiant Systems, Inc., a Georgia corporation (the "Company"), adopts the Radiant Systems, Inc. Non-Management Directors' Stock Option Plan (the "Plan") to secure and retain the services of those directors of the Company who are not employed by the Company or any of its affiliates (the "Eligible Optionees") by giving them an opportunity to invest in the future success of the Company. 2. ADMINISTRATION. The Plan shall be administered by the Board of Directors of the Company (the "Board of Directors") or a committee consisting of at least two of its members (the "Committee"). Each member of the Committee shall serve at the pleasure of the Board of Directors, which may fill any vacancy, however caused, in the Committee. The Committee shall select one of its members as a chairman and shall hold meetings at the times and in the places as it may deem advisable. All actions the Committee takes shall be made by majority decision. Any action evidenced by a written instrument signed by all of the members of the Committee shall be as fully effective as if the Committee had taken the action by majority vote at a meeting duly called and held. The Board of Directors or the Committee shall have complete and conclusive authority to (1) interpret the Plan, (2) prescribe, amend and rescind rules and regulations relating to it, and (3) make all other determinations necessary or advisable for the administration of the Plan. The Board of Directors' or the Committee's determinations on these matters shall be conclusive. In addition to any other rights of indemnification that they may have as directors of the Company or as members of the Committee, the directors of the Company and members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided the settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in the action, suit or proceeding that the director or Committee member is liable for negligence or misconduct in the performance of his duties. 3. GRANT OF OPTIONS. (a) Initial Grants. Each Eligible Optionee serving as a member of the Board of Directors on the Effective Date (as defined in Section 6 below) shall be granted an option as of the Effective Date to purchase 15,000 shares of common stock, no par value per share, of the Company (the "Stock"). 2 (b) Initial Grants Upon Appointment to the Board of Directors. Each Eligible Optionee who is first elected or appointed to serve as a member of the Board of Directors following the Effective Date shall be granted an option as of the first business day following the Eligible Optionee's first day of service as a member of the Board of Directors to purchase 15,000 shares of Stock. (c) Subsequent Grants During Tenure as a Director. Each Eligible Optionee shall be granted as of the last business day of each fiscal year of the Company following the Effective Date an option to purchase 5,000 shares of Stock; provided the Eligible Optionee continues to serve as a member of the Board of Directors as of the last business day of that fiscal year. (d) Conditions to Grants. No options under the Plan shall be granted to an Eligible Optionee who is otherwise precluded from receiving a grant of the Company's equity securities. In the event the remaining number of shares of Stock reserved for issuance under the Plan are insufficient to grant options for the appropriate number of shares of Stock to all Eligible Optionees as of any grant date, then no options shall be granted as of that grant date. 4. STOCK SUBJECT TO PLAN. The Company has authorized and reserved for issuance upon the exercise of options pursuant to the Plan an aggregate of one hundred thousand (100,000) shares of Stock. If any option is canceled, expires or terminates without the respective optionee exercising it in full, options with respect to those unpurchased shares of Stock may be granted to that same optionee or to another eligible individual or individuals under the terms of this Plan. The Committee shall adjust the total number of shares of Stock reserved for issuance under the Plan and any outstanding options, both as to the number of shares of Stock and the option price, for any increase or decrease in the number of outstanding shares of Stock resulting from a stock split or a payment of a stock dividend on the Stock, a subdivision or combination of the Stock, a reclassification of the Stock, a merger or consolidation of the Stock or any other like changes in the Stock or in their value; provided that any such adjustment shall be made in a manner consistent with the reason for the adjustment and shall be effected uniformly among optionees. Outstanding options shall not be adjusted for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any adjustment may provide for the elimination of any fractional share of Stock which might otherwise become subject to an option. The grant of an option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 5. TERMS AND CONDITIONS OF ALL OPTIONS. Each option granted pursuant to the Plan shall be evidenced by a stock option agreement or other appropriate documentation (the "Agreement") in the form and containing the terms and conditions as the Committee from time to time may determine, provided that each Agreement will: 3 (a) state an exercise price per share which will be the Average Market Price of a share of stock on the date of the grant. "Average Market Price" shall mean the mean between the high "bid" and low "ask" prices as of the close of business for the Company's shares of Common Stock in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (or other national quotation service). If the Company's Common Stock is not regularly traded in the over-the-counter market but is listed on The Nasdaq Stock Market or is registered on a national securities exchange, "Average Market Price" shall mean the closing price of the Company's Common Stock on such stock market or national securities exchange. In the event there shall be no public market for the shares of Common Stock on such date, the fair market value of the shares of Common Stock shall be determined in good faith by the Board of Directors; (b) state the terms and conditions for payment, except as otherwise provided by Plan Section 7; (c) state that the option shall expire on the earlier of the tenth anniversary of the date of grant or the first anniversary of the date that the optionee ceases to serve as a member of the Board of Directors; (d) provide that an option granted pursuant to Section 3(a) or (b) above shall become exercisable as to the shares subject thereto in equal one-third increments as of the first, second and third anniversaries following the date of grant; provided, however, any such option shall become exercisable immediately in full upon the later of: (1) six (6) months following the date of grant; or (2) the earlier of (i) the death of the optionee, or (ii) the disability (as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code")) of the optionee; (e) provide that an option granted pursuant to Section 3(c) above shall become exercisable in full six (6) months following the date of grant; (f) provide that the option is not transferrable by the optionee other than as provided by (1) the will of the optionee, or (2) the applicable laws of descent and distribution, and is exercisable during the optionee's lifetime only by the optionee except as provided in Subsection (g) below; and (g) provide that if an optionee dies or becomes disabled (as defined in Code Section 72(m)(7)) during the term of the option, the option may be exercised by the optionee or (to the extent the optionee would have been entitled to do so) by a legatee or legatees of the optionee under his last will, or by his guardian. 6. TERM OF PLAN. The effective date of the Plan (the "Effective Date") shall be the date the Plan is adopted by the Board of Directors or the date the Plan is approved by the shareholders of the Company, whichever is earlier. The Plan must be approved by the affirmative vote of not less than a majority of the votes entitled to be cast thereon, which shareholder vote must be taken within twelve (12) months after the date the Plan is adopted by the Board of Directors. Such shareholder vote shall not alter the Effective Date of the Plan. In the event shareholder approval of the adoption of the Plan is not obtained within the aforesaid twelve (12) month period, then any options granted in the intervening period shall be void. The Plan shall remain in effect until all shares subject to or which may become subject to the Plan shall have been purchased pursuant to Options granted under the Plan; provided that Options under the Plan must be granted within ten (10) years from the Effective Date. 4 7. EXERCISE OF OPTION. The optionee may purchase shares of Stock subject to an option (the "Shares") only upon receipt by the Company of a notice in writing from the optionee of his intent to purchase a specific number of Shares and which notice contains such representations regarding compliance with the federal and state securities laws as the Committee may reasonably request. The purchase price shall be paid in full upon the exercise of an option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the purchase price for all Shares purchased pursuant to the exercise of an option shall be made, at the discretion of the optionee, as follows: (a) by payment of cash or certified check; (b) by delivery to the Company of a number of shares of common stock of the Company which have been owned by the optionee for at least six months prior to the date of the option's exercise, having a fair market value on the date of exercise, as determined by the Committee in its sole discretion, either equal to the purchase price or in combination with cash to equal the purchase price; or (c) by receipt of the purchase price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the optionee to the Committee of instructions in a form acceptable to the Committee regarding delivery of such broker, dealer or other creditor of that number of shares of common stock with respect to which the option is exercised. Until stock certificates reflecting the Shares accruing to the optionee upon the exercise of the option are issued to the optionee, the optionee shall have no rights as a shareholder with respect to the Shares. The Company shall make no adjustment to the Shares for any dividends or distributions or other rights for which the record date is prior to the issuance of that stock certificate, except as the Plan otherwise provides. 8. ASSIGNABILITY. Except as Plan Section 5 permits, no option or any of the rights and privileges thereof accruing to an optionee shall be transferred, assigned, pledged or hypothecated in any way whether by operation of law or otherwise, and no option, right or privilege shall be subject to execution, attachment or similar process. 9. NO RIGHT TO CONTINUED SERVICE. No provision in the Plan or any option shall confer upon any optionee any right to continue performing services for or to interfere in any way with the right of the shareholders of the Company to remove such optionee as a director of the Board of Directors at any time for any reason. 10. AMENDMENT AND TERMINATION. The Board of Directors at any time may amend or terminate the Plan without shareholder approval; provided, however, that the Board of Directors may condition any amendment on the approval of the shareholders of the Company if such approval is necessary or advisable with respect to tax, securities (which require such approval for a material increase of the number of shares of Stock subject to options, and for material modifications to the eligibility requirements of the Plan, among others) or 5 other applicable laws to which the Company, the Plan, optionees or Eligible Optionees are subject. Notwithstanding the foregoing, in no event shall the Board of Directors amend the Plan more than once every six (6) months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, or the rules thereunder. No amendment or termination of the Plan shall adversely affect the rights of an optionee with regard to his options without his consent. 11. GENERAL RESTRICTION. Each option is subject to the condition that if at any time the Company, in its discretion, shall determine that the listing, registration or qualification of the shares of Stock covered by such option upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the granting of such option or the purchase or delivery of shares of Stock thereunder, the delivery of any or all shares of Stock pursuant to such option may be withheld unless and until such listing, registration or qualification shall have been effected. If a registration statement is not in effect under the Securities Act of 1933 or any applicable state securities laws with respect to the shares of Stock purchasable or otherwise deliverable under the option then outstanding, the Company may require, as a condition of exercise of any option or as a condition to any other delivery of shares of Stock pursuant thereto, that the optionee or the optionee's representative represent, in writing, that the shares of Stock received pursuant to the option are being acquired for investment and not with a view to distribution and agree that the shares of Stock will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities Act of 1933 and any applicable state securities laws. The Company may endorse on certificates representing shares of Stock delivered pursuant to an option such legends referring to the foregoing representations or restrictions or any other applicable restrictions on resale as the Company, in its discretion, shall deem appropriate. Options granted to persons subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") must comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 12. REORGANIZATION. In case the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, or in case the property or stock of the Company is acquired by another corporation, or in case of a separation, reorganization, recapitalization or liquidation of the Company, the Board of Directors of the Company, or the Board of Directors of any corporation assuming the obligations of the Company hereunder, shall either (i) make appropriate provision for the protection of any outstanding Options by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to the shares of Common Stock of the Company, provided only that the excess of the aggregate fair market value of the shares subject to option immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to option immediately before such substitution over the purchase price thereof, or (ii) upon written notice to the Optionee provide that the Option (including the shares not then exercisable) must be exercised within sixty (60) days of the date of such notice or it will be terminated. 6 13. CHOICE OF LAW. The laws of the State of Georgia shall govern the Plan. EX-4.2 3 NON-MANAGEMENT DIRECTOR STOCK OPTION AGREEMENT 1 EXHIBIT 4.2 RADIANT SYSTEMS, INC. NON-MANAGEMENT DIRECTOR STOCK OPTION AGREEMENT THIS NON-MANAGEMENT DIRECTOR STOCK OPTION AGREEMENT ("Option Agreement") made and entered into this ___ day of _______, 199__ by and between Radiant Systems, Inc., a Georgia corporation (the "Company") and _______________ ("Director"); W I T N E S S E T H: The Board of Directors of the Company has adopted that certain Non-Management Directors' Stock Option Plan (the "Plan"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. Pursuant to the terms of the Plan, Director is entitled to receive certain tock options to purchase shares of the Company's authorized Common Stock, no par value per share ("Stock"), subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises, agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. INCORPORATION OF PLAN PROVISIONS This Option Agreement is subject to and is to be construed in all respects in a manner which is consistent with the terms of the Plan, the provisions of which are hereby incorporated by reference into this Option Agreement. Unless specifically provided otherwise, all terms used in this Option Agreement shall have the same meaning as in the Plan. 2. GRANT OF OPTION Subject to the further terms and conditions of this Option Agreement, Director is hereby granted a stock option to purchase _______ shares of Stock, effective as of the date first written above. This stock option is not intended to be an Incentive Stock Option as provided in Sec. 422 of the Internal Revenue Code. 3. FAIR MARKET VALUE OF STOCK The Board of Directors has determined, in good faith and in its best judgment, that the fair market value per share of Stock as of the date this stock option is granted is $_____. 4. OPTION PRICE The Board of Directors has determined that the price for each share of Stock purchased under this Option Agreement shall be $______. 2 5. EXPIRATION OF OPTIONS The option to acquire Stock pursuant to this Option Agreement shall expire (to the extent not previously fully exercised) upon the first to occur of the following: (a) _____________ (the tenth anniversary of the date of grant of the option); or (b) The date which is the first anniversary of the date upon which Director ceases to serve as a member of the Board of Directors of the Company; or (c) The date upon which upon which Director ceases to serve as a member of the Board of Directors of the Company, for any reason, including death or total disability, with respect to any portion of this option that is not then exercisable on the date upon which Director ceases to serve as a member of the Board of Directors of the Company. 6. EXERCISE OF OPTION Unless options hereunder shall earlier lapse or expire pursuant to Article 5 hereof, this option may be exercised with respect to the aggregate number of shares subject to this Option Agreement as follows: (i) as of __________,__________ shares; (ii) as of __________, an additional __________ shares; and (iii) as of __________, an additional __________ shares. Notwithstanding the foregoing, this Option shall become exercisable immediately in full upon the later of: (1) six (6) months following the date hereof; or (2) the earlier of (i) the death of Director, or (ii) the disability (as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code") of Director. To the extent such options become exercisable in accordance with the foregoing, Director may exercise this stock option, in whole or in part, from time to time. The option exercise price may be paid by Director either in cash, or, in the event that an organized trading market in the Stock exists on the date of exercise of the option, by surrender of other shares held by Director of the Stock of the Company; provided that the shares surrendered have been held by Director for more than six months on the date of surrender. For the purposes of this Article 6, an "organized trading market" shall be deemed to exist on the date of exercise of the option if: (a) the Stock is listed on a national securities exchange, or (b) the Stock has been quoted on the National Association of Securities Dealers Automated Quotation System ("Nasdaq") for the 15 trading days preceding the date of exercise of the option, or (c) bid and asked quotations for the Stock have been published by the National Quotation Bureau or other recognized inter-dealer quotation publication (other than Nasdaq) during 20 of the 30 trading days preceding the date of exercise of the option. In the event that an organized trading market for the Stock exists on the date of exercise of the option, Director shall be given credit against the option exercise price hereunder for such shares surrendered equal to (i) if the Stock is listed on a national securities exchange or is quoted on the Nasdaq National Market, the last actual sales transaction price reported on the day preceding exercise of the option, or, if there were no actual sales transactions reported 3 for such date, on the date next preceding such date on which actual sales transactions were reported, or (ii) if the Stock is quoted on Nasdaq (other than the Nasdaq National Market) or by the National Quotation Bureau or other recognized inter-dealer quotation publication, the average of the high and low price quotations on the day preceding exercise of the option, or, if there were no price quotations for such date, on the date next preceding such date on which there were high and low price quotations for the Stock. 7. MANNER OF EXERCISE This stock option may be exercised by written notice to the Secretary of the Company specifying the number of shares to be purchased and signed by Director or such other person who may be entitled to acquire Stock under this Option Agreement. If any such notice is signed by a person other than Director, such person shall also provide such other information and documentation as the Secretary of the Company may reasonably require to assume that such person is entitled to acquire Stock under the terms of the Plan and this Option Agreement. After receipt of the notice and any other assurances requested by the Company under this Article 7, and upon receipt of the full option price, the Company shall issue to the person giving notice of exercise under this Option Agreement the number of shares specified in such notice. 8. RESTRICTIONS ON TRANSFERABILITY The stock option granted hereunder shall not be transferable by Director otherwise than by will or by the laws of descent and distribution, and such stock option shall be exercisable during Director's lifetime only by Director. 9. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK Director acknowledges and understands that the Stock subject to this Option Agreement is subject to certain restrictions on transferability. In addition, the Stock subject to this Option Agreement is not registered under the Federal Securities Act of 1933, as amended ("Federal Act") or under the Georgia Securities Act of 1973, as amended ("State Act"). Each option shall be subject to the requirement that if at any time the Board of Directors shall determine, in its discretion, that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of shares thereunder, such option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. The costs of any such listing, registration, qualification, consent or approval shall be paid by the Company. Alternatively, the Company shall not permit any exercise of this stock option unless it receives such representations, factual assurances, and legal opinions as it may deem necessary to determine and document the availability of an exemption from registration under both the Federal Act and the State Act with respect to any particular issuance of shares under this Option Agreement. Further, the Board of Directors shall require that Stock issued in respect of any exercise of this stock option shall bear such restrictions on further transfer as shall be necessary to insure the availability of any exemption so claimed. 4 10. REORGANIZATION In the event that dividends are payable in Common Stock of the Company or in the event there are splits, subdivisions or combinations of shares of Common Stock of the Company, the number of Shares available under the Plan shall be increased or decreased proportionately, as the case may be, and the number of Shares deliverable upon the exercise thereafter of any Option theretofore granted shall be increased or decreased proportionately, as the case may be, without change in the aggregate purchase price. In case the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, or in case the property or stock of the Company is acquired by another corporation, or in case of a separation, reorganization, recapitalization or liquidation of the Company, the Board of Directors of the Company, or the Board of Directors of any corporation assuming the obligations of the Company hereunder, shall either (i) make appropriate provision for the protection of any outstanding Options by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to the shares of Common Stock of the Company, provided only that the excess of the aggregate fair market value of the shares subject to option immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to option immediately before such substitution over the purchase price thereof, or (ii) upon written notice to Director provide that the Option (including the shares not then exercisable) must be exercised within sixty (60) days of the date of such notice or it will be terminated. IN WITNESS WHEREOF, the Company has caused this Option Agreement to be executed by a member of the Board of Directors or a duly authorized officer of the Company, and Director has executed this Option Agreement as of the date first written above. RADIANT SYSTEMS, INC. By: ----------------------------------------- Erez Goren, Co-Chairman of the Board and Chief Executive Officer Attest: - ------------------------------------ Alon Goren, Co-Chairman of the Board and Secretary "DIRECTOR" ---------------------------------------------- EX-5.1 4 OPINION OF SMITH, GAMBRELL & RUSSELL 1 EXHIBIT 5.1 November 25, 1997 Radiant Systems, Inc. 1000 Alderman Drive Alpharetta, Georgia 30202 RE: Radiant Systems, Inc. Registration Statement on Form S-8 100,000 Shares of no par value Common Stock Non-Management Directors' Stock Option Plan Ladies and Gentlemen: We have acted as counsel for Radiant Systems, Inc. (the "Company") in connection with the registration of 100,000 shares of its no par value Common Stock (the "Shares") reserved to the Company's Non-Management Directors' Stock Option Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering the Shares. In connection therewith, we have examined the following: (1) The Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Georgia; (2) The Bylaws of the Company, certified as complete and correct by the Secretary of the Company; (3) The minute book of the Company, certified as correct and complete by the Secretary of the Company; and (4) The Registration Statement, including all exhibits thereto. 2 Board of Directors Radiant Systems, Inc. November 25, 1997 Page Two Based upon such examination and upon examination of such other instruments and records as we have deemed necessary, we are of the opinion that the Shares covered by the Registration Statement have been legally authorized and when issued in accordance with the terms described in said Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the aforementioned Registration Statement on Form S-8 and to the reference to this firm under the caption "Legal Matters" in the Prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely, SMITH, GAMBRELL & RUSSELL, LLP /s/ Robert T. Molinet ----------------------- Robert T. Molinet EX-23.1 5 CONSENT OF ARTHUR ANDERSEN, LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated January 15, 1997 included in Radiant Systems, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and to all references to our Firm included in this registration statement. /S/ ARTHUR ANDERSEN LLP Atlanta, Georgia, November 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----