- Written communication by the subject company relating to a third party tender offer (SC14D9C)
July 12 2011 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Radiant Systems, Inc.
(Name of Subject Company)
Radiant Systems, Inc.
(Names of Person(s) Filing Statement)
Common Stock,
no par value
(Title of Class of Securities)
75025N102
(CUSIP Number of Class of Securities)
John H. Heyman
Chief Executive Officer
3925 Brookside Parkway
Alpharetta, Georgia 30022
(770) 576-6000
(Name, address and telephone number(s) of person
authorized to receive
notice and communications on behalf of the person(s) filing statement)
Copies To:
R.W. Smith, Jr., Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000
x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This filing relates solely to preliminary communications made before the commencement of a planned tender
offer by Ranger Acquisition Corporation (Merger Sub), a wholly-owned subsidiary of NCR Corporation (Parent), for all of the outstanding shares of common stock of Radiant Systems, Inc. (the Company or
Radiant), to be commenced pursuant to the Agreement and Plan of Merger, dated as of July 11, 2011, by and among Parent, Merger Sub and the Company.
Important Information about the Tender Offer
The tender offer described herein has not yet
commenced, and the information attached is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Parent will cause Merger Sub to file a tender offer statement on Schedule TO
with the SEC. Investors and Radiant shareholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement
on Schedule 14D-9 that will be filed by Radiant with the SEC, because they will contain important information. These documents will be available at no charge on the SECs website at
www.sec.gov
. A copy of the tender offer statement
and the solicitation/recommendation statement will be made available free of charge to all shareholders of Radiant Systems, Inc. at
www.radiantsystems.com
or by contacting Radiant Systems, Inc. at 3925 Brookside Parkway, Alpharetta, Georgia
30022, Attn: Investor Relations Director, (770) 576-6000.
Statement on Cautionary Factors
Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by,
followed by, or that include the words future; anticipate; potential; believe; or similar statements are forward-looking statements. Risks and uncertainties include uncertainties as to the timing of
the tender offer and merger; uncertainties as to how many of the Radiant shareholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be
satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with
employees, customers, business partners or governmental entities; as well as risks detailed from time to time in Radiants public disclosure filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, subsequent quarterly filings on Form 10-Q and the solicitation/recommendation statement to be filed in connection with the tender offer. The information contained herein is as of July 11, 2011. Radiant disclaims any
intent or obligation to update any forward-looking statements as a result of developments occurring after the filing of this information or otherwise, except as expressly required by law. Copies of Radiants public disclosure filings are
available from its investor relations department.
Exhibit Index
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Exhibit
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Description
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99.1
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Frequently asked questions for employees of Radiant Systems, Inc., dated July 11, 2011
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99.2
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Transcript of Investor Call, held on July 11, 2011
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