SEC Comment Letter for RADIANT SYSTEMS INC (CIK 0000845818) — May 9, 2005
RADIANT SYSTEMS INC (CIK 0000845818)
Date: May 9, 2005 · CIK: 0000845818 · Accession: 0000000000-05-022530
AI Filing Summary & Sentiment
File numbers found in text: 333-123549
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April 22, 2005
Mail Stop 4-6
John H. Heyman
Chief Executive Officer
Radiant Systems, Inc.
3925 Brookside Parkway
Alpharetta, GA 30022
Re: Radiant Systems, Inc.
Form S-3 filed March 24, 2005
Registration no. 333-123549
Form 10-K filed March 15, 2005
File no. 0-22065
Dear Mr. Heyman:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-3
1. We note that you have incorporated by reference the Form 10-K
filed March 15, 2005 and this Form 10-K incorporates certain
management information from your definitive proxy material, which
has
not yet been filed. Please be aware that we cannot accelerate the
effectiveness of this registration statement until all required
management information has been filed. If you do not file your
definitive proxy materials within the allowed 120 days of the end
of
your fiscal year, or April 30, 2005, in your case, you must amend
the
Form 10-K to include the required management information. See
Corp.
Fin. Telephone Interp. H.6.
Form 10-K for December 31, 2004
Controls and Procedures, page 57
2. We note that you state that there were "no significant changes"
to
Radiant`s internal controls. Item 308(c) of Regulation S-K
requires
that you disclose any changes that have materially affected or are
reasonably likely to materially affect your internal control over
financial reporting. Please tell us whether there were any
changes
that would have a material affect or were likely to have a
material
affect upon Radiant`s internal control over financial reporting
for
the quarter ended December 31, 2004. Future filings should track
the
language of Item 308(c) of Regulation S-K.
General
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Closing
Please direct any questions to Hugh Fuller at (202)942-1813.
Sincerely,
Barbara C. Jacobs
Assistant Director
CC: Kenneth L. Mooney
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, GA 30309
FAX No. (404) 685-7003
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