UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~ earliest event reported) July 28, 2011

Date of Report (Date of earliest event reported) July 11, 2011

RADIANT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-22065	11-2749765
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3925 Brookside Parkway, Alpharetta, Georgia		30022
(Address of principal executive offices)		(Zip Code)

3925 Brookside Parkway, Alpharetta, Georgia		30022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (770) 576-6000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

AsOn ~~previously announced, on~~ July 1128, 2011, Radiant Systems, Inc. ~~(the~~announced ~~“Company”),~~its ~~entered~~results ~~into an Agreement and Plan~~ of ~~Merger~~operations ~~dated~~for asthe ofquarter ~~July~~ended June 1130, 2011. ~~(the~~A ~~“Merger~~copy ~~Agreement”)~~of ~~with~~the ~~NCR~~related ~~Corporation,~~press arelease ~~Maryland~~is ~~corporation~~being ~~(“Parent”),~~filed ~~and~~as ~~Ranger~~Exhibit ~~Acquisition~~99.1 ~~Corporation,~~to athis ~~Georgia~~Form 8-K ~~corporation~~ and ais ~~wholly~~incorporated ~~owned~~herein ~~subsidiary~~by ofreference ~~Parent (“Merger~~in ~~Sub”)~~its entirety. ~~Pursuant~~The toinformation ~~the~~in ~~Merger~~this ~~Agreement,~~Form ~~and~~8-K ~~upon the terms~~ and ~~subject to~~ the ~~conditions~~Exhibit ~~thereof,~~attached ~~Parent~~hereto ~~has~~shall ~~agreed~~not tobe ~~cause~~deemed ~~Merger Sub to commence a tender offer (the~~ “~~Offer~~filed”) tofor ~~purchase~~purposes ~~all~~ of ~~the~~Section 18 ~~outstanding shares~~ of ~~common stock of~~ the ~~Company.~~Securities InAct ~~connection with the execution~~ of ~~the~~1934 ~~Merger Agreement, Parent~~ and ~~the~~shall ~~Company~~not ~~entered~~be ~~into~~deemed incorporated aby ~~retention~~reference ~~incentive~~in ~~letter~~any ~~with~~filing ~~the~~under ~~Company’s Chief Operating Officer, Andrew S. Heyman (~~the ~~“Retention Letter”)~~Securities ~~and~~Act ~~non-competition agreements with the Company’s Chief Technology Officer and Chairman~~ of ~~the Board~~1933, ~~Alon~~except ~~Goren,~~as ~~and~~shall ~~the~~be ~~Company’s~~expressly ~~Chief~~set ~~Executive~~forth ~~Officer,~~by ~~John~~specific ~~Heyman~~reference ~~(the~~in ~~“Non-Competition~~such ~~Agreements”)~~filing. ~~Andrew Heyman also has an offer letter from Parent that will be executed upon completion of the Offer.~~

~~Pursuant~~Item ~~to the terms of the Retention Letter, effective as of the closing of the Offer, Andrew Heyman will continue his employment with the Company~~9.01 IfFinancial heStatements continues in the employ of the Company for a period of twelve months after the closing of the Offer, he will be entitled to receive a retention bonus payment of $270,000; if he continues employment during the period commencing on the 12-month anniversary of the closing of the Offer through the 18-month anniversary of the closing of the Offer, or if his employment is terminated without “Cause” (as defined in the Retention Letter), he terminates his employment for “Good Reason” (as defined in the Retention Letter), he dies or becomes disabled during that period, he will receive an additional retention bonus payment of $135,000. The Retention Letter does not modify, amend or terminate any other benefit arrangements between Mr. Heyman and ~~the Company, including but not limited to, the Senior Executive Change in Control Severance Plan or the provisions of the Merger Agreement~~Exhibits. In addition, for a period of two years following Mr. Heyman’s termination of employment with the Company, Mr. Heyman has agreed to certain restrictions on solicitation and competition with the Company and Parent.

Pursuant to the terms of the Non-Competition Agreements, John Heyman and Alon Goren have agreed not to compete with the Company for a period of two years following the closing of the Offer, to maintain the confidentiality of trade secret information of the Company, and to certain restrictions on soliciting, recruiting or hiring employees of the Company and Parent. In consideration for these agreements, Parent agreed to include Mr. Heyman and Mr. Goren as individuals who are entitled to receive a cash payment for certain outstanding Company equity awards as provided in the Merger Agreement, in the amount of $443,394 and $112,014, respectively, that each of them will receive 100% of the target cash bonus for 2011 as defined in and provided pursuant to the third sentence of Section 6.12(ad) ~~of the Merger Agreement, and the Company will pay each of them an amount equal to one month’s base salary ($45,833 for Mr~~Exhibits. ~~Heyman and $27,000 for Mr. Goren).~~

~~The Retention Letter and Non-Competition Agreements will not become operative unless and until the Offer is consummated~~99.1 ~~The~~Press ~~foregoing~~Release, ~~descriptions~~dated ofJuly ~~the~~28, ~~Retention~~2011, ~~Letter~~issued ~~and the Noncompetition Agreements do not purport to be complete and are qualified in their entirety~~ by ~~reference~~ toRadiant ~~the~~Systems, ~~Retention Letter and the Noncompetition Agreements~~Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Radiant Systems, Inc.
July 15, 2011	By:	/s/ John H. Heyman
		Name:	John H. Heyman
		Title:	Chief Executive Officer


RADIANT SYSTEMS, INC.

By:		/s/Mark E. Haidet
		Mark E. Haidet Chief Financial Officer

Dated: July 28, 2011

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