- Amended Statement of Ownership: Solicitation (SC 14D9/A)
August 02 2011 - 5:28PM
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
(Amendment No. 2)
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
¨
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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 Amendment No. 3 (this
Amendment No. 3
) amends and
supplements Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission on July 25, 2011, by Radiant Systems, Inc., a Georgia corporation, as amended or supplemented
from time to time (the
Schedule 14D-9
). The Schedule 14D-9 relates to the tender offer by Ranger Acquisition Corporation, a Georgia corporation (
Purchaser
), a wholly owned subsidiary of NCR
Corporation, a Maryland corporation (
Parent
), and pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, no par value (the
Shares
), that are not already owned by
Parent and its subsidiaries at a price of $28.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchasers Offer to Purchase
dated July 25, 2011 and the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by
reference as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 9.
Exhibits.
Item 9 of the
Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
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Exhibit No
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Description
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(a)(36)
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Email to Radiant Employees, dated August 2, 2011
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(a)(37)
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Tax Withholding and Payout Frequently Asked Questions, dated August 2, 2011.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RADIANT SYSTEMS, INC.
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By:
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/s/ John H. Heyman
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Name:
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John H. Heyman
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Title:
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Chief Executive Officer
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Dated: August 2, 2011
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