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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A



Amendment No. 1

to

Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



For the fiscal year ended December 31, 2003



Commission File No. 0-22065



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RADIANT SYSTEMS, INC.



A Georgia Corporation

(IRS Employer Identification No. 11-2749765)

3925 Brookside Parkway

Alpharetta,
Georgia 30022

(770) 576-6000



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Securities Registered
Pursuant to Section 12(b)

of the Securities Exchange Act of 1934:



NONE



Securities Registered Pursuant to Section 12(g)

of the Securities Exchange Act of 1934:



Common Stock, no par value



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x  No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange
Act of 1934). Yes   x  No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. Yes   x  No ̈



The aggregate market value of the common stock of the registrant held by
nonaffiliates of the registrant (13,843,428 shares) on June 30, 2003 was approximately $94,689,047 based on the closing price ($6.84) of the registrants common stock as reported on the Nasdaq National Market on that date. For the purposes of
this



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response, officers, directors and holders of 10% or more of the registrants common stock are considered the
affiliates of the registrant at that date.



The number of shares outstanding of
the registrants common stock, as of March 4, 2004: 28,436,823 shares of no par value common stock.



DOCUMENTS INCORPORATED BY REFERENCE



None.



The following Items are amended hereby:



| | Item | 10. Directors and Executive Officers of the Registrant.
| | ---- | -------------------------------------------------------



| | Item | 11. Executive Compensation.
| | ---- | ---------------------------



| | Item | 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
| | ---- | ---------------------------------------------------------------------------------------------------



| | Item | 13. Certain Relationships and Related Transactions.
| | ---- | ---------------------------------------------------



| | Item | 14. Principal Accountant Fees and Services.
| | ---- | -------------------------------------------



2



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|Item 10. | Directors and Executive Officers of the Registrant.
|-------- | ---------------------------------------------------



The executive officers and directors of the Company are as follows:



|                          |  |     |  |                                                   
|------------------------- |  | --- |  | --------------------------------------------------
|Name                      |  | Age |  | Position Held                                     
|                          |  |    
|Alon Goren                |  | 38  |  | Chairman of the Board and Chief Technology
Officer
|                          |  |    
|John H. Heyman            |  | 42  |  | Chief Executive Officer and Director              
|                          |  |    
|Mark E. Haidet            |  | 36  |  | Chief Financial Officer                           
|                          |  |    
|Andrew S. Heyman          |  | 40  |  | Executive Vice President                          
|                          |  |    
|Carlyle M. Taylor         |  | 50  |  | Executive Vice President                          
|                          |  |    
|James S. Balloun          |  | 66  |  | Director                                          
|                          |  |    
|J. Alexander Douglas, Jr. |  | 42  |  | Director                                          
|                          |  |    
|Michael Z. Kay            |  | 64  |  | Director                                          



Executive officers are
appointed by the Board of Directors of the Company and hold office at the pleasure of the Board. Executive officers devote their full time to the affairs of the Company.



Alon Gorenhas served as Co-Chairman of the Board and Chief Technology Officer of the Company since its inception in
1985. Mr. Goren became sole Chairman of the Board in January 2004 with the departure of Erez Goren. Mr. Goren has a B.S. in Computer Systems Engineering from Rensselaer Polytechnic Institute. He is the brother of Erez Goren. Mr. Goren is a Class I
Director whose term expires in 2006.



John H. Heyman has
served as Chief Executive Officer since January 2002 and as a director of the Company since June 1996. Mr. Heyman served as Chief Financial Officer from September 1995 to January 2003 and as Executive Vice President and of the Company from September
1995 to December 2001. Mr. Heyman served as Vice President and Chief Financial Officer of Phoenix Communications, Inc., a commercial printer, from March 1991 to August 1995. From 1989 to 1991, Mr. Heyman served as Vice PresidentAcquisitions of
Forsch Corporation, a diversified manufacturing company. From 1983 to 1987, Mr. Heyman served in a variety of capacities with Arthur Andersen LLP, where he worked primarily with middle market companies and technology firms. Mr. Heyman has an MBA
from Harvard Business School and a BBA degree in Accounting from the University of Georgia. He is the brother of Andrew S. Heyman. Mr. Heyman is a Class II Director whose term expires at the 2004 Annual Meeting of Shareholders.



Mark E. Haidet has served as Chief Financial Officer of the Company
since January 2003. He joined Radiant in June of 1997 and has served in various leadership roles across the business operations. Prior to joining Radiant, Mr. Haidet served as a management consultant with Andersen Business Consulting, focusing on
finance re-engineering and corporate performance management from December 1992 to June 1997. Previously, Mr. Haidet was a certified public accountant with Arthur Andersens financial audit practice. He has a bachelor of science degree in
accounting from Miami University, Ohio.



3



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Andrew S. Heymancurrently serves as Radiant Systems Chief Operating Officer. Since joining
the company in 1996, Mr. Heyman has held a variety key leadership positions including Executive Vice President & President of Radiant Systems, Inc., Vice PresidentConvenience Store Division, and Managing Director of the Radiant Solutions
Group. Mr. Heyman served as a senior manager with Accenture (formerly Andersen Consulting) from 1987 to December 1995. He holds a M.S. degree in Computer Information Systems from Georgia State University and a B.B.A. in Finance from the University
of Georgia. He is the brother of John H. Heyman.



Carlyle M.
Taylorhas served as Executive Vice President of the Company since April 1998 and as President  Radiant Computer Products since January 2002. He formerly served as Vice PresidentIntegration and Support of the Company from September
1995 to April 1998. Prior to joining Radiant, Mr. Taylor served in various capacities with NCR Corporation (formerly AT&T Global Information Solutions) in the retail information systems area from 1978 to September 1995, including most recently
as Assistant Vice President of the scanner business unit. Mr. Taylor received a B.S. degree in Mathematics from North Carolina Wesleyan College.



James S. Balloun is the Chairman of the Board, President and Chief Executive Officer of Acuity Brands, Inc. He formerly served as Chairman of the
Board and Chief Executive Officer of National Service Industries, Inc., a diversified service and manufacturing company, from February 1996 until the spin off of Acuity Brands, Inc. from National Service Industries, Inc. in December 2001, and as its
President from October 1996 until the spin off of Acuity Brands. He was previously affiliated with the management consulting firm of McKinsey & Company, Inc., which he served as a Director from June 1976 until January 1996. Mr. Balloun has been
a director of the Company since April 1997. Mr. Balloun is a director of Georgia Pacific Corporation and Wachovia Corporation. Mr. Balloun is a Class II Director whose term expires at the 2004 Annual Meeting of Shareholders.



J. Alexander Douglas, Jr. currently serves as Director, Vice President
and Chief Customer Officer of The Coca-Cola Company. Mr. Douglas joined the Coca-Cola Company in January 1988 as district sales manager in Coca-Cola Fountain, USA and held a variety of positions with increasing responsibility. In 1994, he was named
Vice President for CCE Sales & Marketing Group, and in 1988 his responsibilities included the entire North American Field Sales & Marketing Groups. After graduating from the University of Virginia in 1983, Mr. Douglas began his career at The
Procter & Gamble Company working in a variety of sales and sales management positions. Mr. Douglas has been a director of the Company since August 2001. Mr. Douglas is a Class III Director whose term expires in 2005.



Michael Z. Kayhas served as Chairman of the Board of Magnatrax
Corporation, a supplier of engineered products for construction industries since September 2001. From September 1991 to September 2001, Mr. Kay served as President and Chief Executive Officer of LSG Sky Chefs, the worlds largest inflight
catering alliance. Mr. Kay served as Executive Vice President and Management Consultant of Charter Medical Corporation from May 1990 to May 1991. From 1964 to 1991, Mr. Kay held management positions within the hotel and hospitality industry, with
several organizations including Portman Hotel Company, Omni International Hotels, Ltd., and Americana Hotels, Inc. Mr. Kay has been a director of the Company since April 2002. Mr. Kay also serves as director for National Service Industries, American
Marketing Association Foundation, and City Cares. Mr. Kay is a Class III Director whose term expires in 2005.



Board of Directors



The
Board of Directors of the Company consists of five directors, divided into three classes, with members of each class of directors serving for staggered three-year terms. The Companys Board of Directors has three standing committeesthe
Audit Committee, the Compensation Committee and the Stock Option



4



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Committee. All of our committees are comprised solely of independent directors, consistent with the independence
standards defined by the Securities and Exchange Commission and The NASDAQ Stock Market.



Each committee has the right to retain its own legal and other advisors.



The Audit Committee presently consists of James S. Balloun, J. Alexander Douglas, Jr. and Michael Z. Kay. The Audit Committee has been assigned the
principal function of reviewing the internal and external financial reporting of the Company, reviewing the scope of the independent audit and considering comments by the auditors regarding internal controls and accounting procedures and
managements response to these comments. We have determined that James S. Balloun and Michael Z. Kay qualify as audit committee financial experts, as defined in the applicable rules of the Securities and Exchange Commission.



The Compensation Committee presently consists of James S.
Balloun, J. Alexander Douglas, Jr. and Michael Z. Kay The Compensation Committee has been assigned the functions of approving and monitoring the remuneration arrangements for senior management.



The Stock Option Committee presently consists of James S. Balloun, J.
Alexander Douglas, Jr. and Michael Z. Kay. The Stock Option Committee has been assigned the functions of administering the Companys stock option plans and granting options thereunder.



Compliance with Section 16(a) of the Securities Exchange Act of 1934



Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys directors, executive officers and persons who own more than 10% of the outstanding Common Stock of the Company, to file with the Securities and Exchange Commission reports of changes in ownership of the Common Stock of the Company
held by such persons. Officers, directors and greater than 10% shareholders are also required to furnish the Company with copies of all forms they file under this regulation. To the Companys knowledge, based solely on a review of the copies of
such reports furnished to the Company and representations that no other reports were required, during the year ended December 31, 2003, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% shareholders
were complied with by such persons.



Although it is not the
Companys obligation to make filings pursuant to Section 16 of the Securities Exchange Act of 1934, the Company has adopted a policy requiring all Section 16 reporting persons to report to the Chief Executive Officer of the Company prior to
engaging in any transactions in the Companys Common Stock.



Code of
Ethics



We have adopted a Code of Ethics within the
meaning of Item 406(b) of Regulation S-K. This Code of Ethics applies to our principal executive officer, principal financial officer and controller. This Code of Ethics is publicly available on our website at radiantsystems.com or upon request by
writing to Radiant Systems, Inc., Attn: Melissa Coley, Investor Relations Director, 3925 Brookside Parkway, Alpharetta, Georgia 30022. If we make substantial amendments to our Code of Ethics or grant any waiver, including an implicit waiver, we will
disclose the nature of such amendment or waiver on our website or in a report on Form 8-K within five days of such amendment or waiver.



5



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|Item 11. | Executive Compensation.
|-------- | -----------------------



The following table presents certain information for the fiscal years ended December 31, 2003, 2002 and 2001 concerning compensation earned for services
rendered in all capacities by the Companys Chief Executive Officer, the Companys former Co-Chief Executive Officer and the four most highly compensated other executive officers of the Company during 2003 (the Named Executive
Officers).



Summary Compensation Table



|                                                                |  |              |  |                     |                      |                                                                |  |   |                     |  |                     
|--------------------------------------------------------------- |  | ------------ |  | ------------------- | -------------------- | -------------------------------------------------------------- |  | - | ------------------- |  | --------------------
|Name and Principal Position                                     |  | Year         |  | Annual Compensation |                      | Long Term Compensation Awards Securities Underlying Options(#)
|                                                                |  | Salary($)    |  |                     | Bonus($)             |                                                               
|Alon Goren Chairman and Chief Technology Officer                |  | 200320022001 |  | $                   | 236,92333,411110,785 | (4)                                                            |  | $ | 27,09045,00013,012  |  | 40,00060,000111,010 
|                                                                |  |              |  |                    
|John H. Heyman Chief Executive Officer(1)                       |  | 200320022001 |  | $                   | 236,92335,382118,368 | (4)                                                            |  | $ | 19,59065,00013,232  |  | 40,000117,500110,295
|                                                                |  |              |  |                    
|Erez Goren Former Co-Chairman and Co-Chief Executive Officer(2) |  | 200320022001 |  | $                   | 236,92335,386111,085 | (4)                                                            |  | $ | 24,30745,00013,252  |  | 055,000110,230      
|                                                                |  |              |  |                    
|Mark E. Haidet Chief Financial Officer(3)                       |  | 200320022001 |  | $                   | 165,76999,313125,129 | (4)                                                            |  | $ | 27,60039,22065,529  |  | 45,0007,50048,520   
|                                                                |  |              |  |                    
|Andrew S. Heyman Executive Vice President                       |  | 200320022001 |  | $                   | 236,92335,223124,132 | (4)                                                            |  | $ | 37,700109,09313,228 |  | 40,00040,000110,308 
|                                                                |  |              |  |                    
|Carlyle M. Taylor Executive Vice President                      |  | 200320022001 |  | $                   | 173,54031,731123,462 | (4)                                                            |  | $ | 47,04549,33843,846  |  | 25,00025,000102,050 

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|(1) | Mr. Heyman also served as Chief Financial Officer until January 2003.
|--- | ---------------------------------------------------------------------

|(2) | Mr. Goren served as Co-Chairman and Co-Chief Executive Officer until January 2004.
|--- | ----------------------------------------------------------------------------------

|(3) | Mr. Haidet was elected as Chief Financial Officer in January 2003.
|--- | ------------------------------------------------------------------

|(4) | In conjunction with the Companys efforts to reduce its operating costs, in the fourth quarter of 2001, the Company initiated a change in compensation to its
senior management team, including the Named Executive Officers. Under this plan, each individual was granted a certain number of stock options in
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



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return for a specified reduction in salary compensation. During the fourth quarter of 2002, salaries
previously forfeited by the Companys senior management team, including the Named Executive Officers, were reinstated.



The following table provides certain information concerning individual grants of stock options under the Companys stock option plans made during the
year ended December 31, 2003 to the Named Executive Officers:



Option Grants in Last Fiscal Year



|                  |  |                                |  |                                                   |    |  |                                    |  |                |  |                                                                                                  |         |  |   |        
|----------------- |  | ------------------------------ |  | ------------------------------------------------- | -- |  | ---------------------------------- |  | -------------- |  | ------------------------------------------------------------------------------------------------ | ------- |  | - | -------
|                  |  | Individual Grants              |  |                                                  
|Name              |  | Number ofOptions Granted(2)(#) |  | % of TotalOptionsGranted toEmployeesin FiscalYear |    |  | Exerciseor BasePrice ($ Per Share) |  | ExpirationDate |  | Potential RealizableValue at Assumed Annual Rates of Stock Price Appreciation for Option
Term(3)
|                  |  |                                |  |                                                   | 5% |  | 10%                               
|Alon Goren        |  | 40,000                         |  | 3.3                                               | %  |  | 6.75                               |  | 10/15/2013     |  | $                                                                                                | 169,801 |  | $ | 430,310
|John H. Heyman    |  | 40,000                         |  | 3.3                                               | %  |  | 6.75                               |  | 10/15/2013     |  | $                                                                                                | 169,801 |  | $ | 430,310
|Mark E. Haidet    |  | 45,000                         |  | 3.7                                               | %  |  | 6.75                               |  | 10/15/2013     |  | $                                                                                                | 191,026 |  | $ | 484,099
|Andrew S. Heyman  |  | 40,000                         |  | 3.3                                               | %  |  | 6.75                               |  | 10/15/2013     |  | $                                                                                                | 169,801 |  | $ | 430,310
|Carlyle M. Taylor |  | 25,000                         |  | 2.1                                               | %  |  | 6.75                               |  | 10/15/2013     |  | $                                                                                                | 106,125 |  | $ | 268,944
|Erez Goren(1)     |  | 0                              |  | 0                                                 | %  |  | N/A                                |  | N/A            |  |                                                                                                  | N/A     |  |   | N/A    

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|(1) | Erez Goren served as Co-Chairman and Co-Chief Executive Officer of the Company until January
2004.
|--- | --------------------------------------------------------------------------------------------------

|(2) | The options granted become exercisable in equal increments over a period of four years.
|--- | ---------------------------------------------------------------------------------------

|(3) | The dollar amounts under these columns represent the potential realizable value of each grant
of option assuming that the market price of the Companys Common Stock appreciates in value from the date of grant at the 5% and 10% annual rates prescribed by the Securities and Exchange Commission and therefore are not intended to forecast
possible future appreciation, if any, of the price of the Companys Common Stock.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



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The following table provides certain information concerning options exercised during the year ended
December 31, 2003 and the value of unexercised options held by the Named Executive Officers as of December 31, 2003.



Aggregated Option Exercises in Last Fiscal Year



|                  |  |                                 |             |                   |               |                                                      |  |             |                                                                     |               |   |         |  |   |         |    
|----------------- |  | ------------------------------- | ----------- | ----------------- | ------------- | ---------------------------------------------------- |  | ----------- | ------------------------------------------------------------------- | ------------- | - | ------- |  | - | ------- | ---
|Name              |  | Shares Acquired on Exercise (#) |             | Value Realized($) |               | Number of Unexercised Options at Fiscal Year End (#) |  |             | Value of Unexercised In- the-Money Options at Fiscal Year End($)(1) |              
|                  |  |                                 | Exercisable |                   | Unexercisable |                                                      |  | Exercisable |                                                                     | Unexercisable |  
|Alon Goren        |  | 0                               |             | 0                 |               | 106,010                                              |  | 105,000     |                                                                     |               | $ | 334,023 |  | $ | 110,000 |    
|John H. Heyman    |  | 0                               |             | 0                 |               | 217,169                                              |  | 148,125     |                                                                     |               |   | 216,547 |  |   | 110,000 |    
|Mark E. Haidet    |  | 0                               |             | 0                 |               | 97,895                                               |  | 66,874      |                                                                     |               |   | 162,579 |  |   | 99,000  |    
|Andrew S. Heyman  |  | 0                               |             | 0                 |               | 300,614                                              |  | 90,000      |                                                                     |               |   | 657,745 |  |   | 110,000 |    
|Carlyle M. Taylor |  | 0                               |             | 0                 |               | 190,798                                              |  | 58,750      |                                                                     |               |   | 202,089 |  |   | 74,250  |    
|Erez Goren        |  | 0                               |             | 0                 |               | 103,980                                              |  | 61,250      | (2)                                                                 |               |   | 238,537 |  |   | 44,000  | (2)

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|(1) | Dollar values were calculated by determining the difference between the closing price of $8.40 per share of Common Stock, as reported by The Nasdaq Stock Market on
December 31, 2003, and the exercise price of the options.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | All of Erez Gorens unvested stock options were terminated on January 31, 2004 with his departure from the Company.
|--- | -------------------------------------------------------------------------------------------------------------------



Directors Fees



The Companys present policy is not to pay any cash compensation to its directors. Each non-employee director of the
Company receives an automatic grant of options to purchase 15,000 shares of Common Stock on the last business day of each fiscal year of the Company. Each non-employee director of the Company is also reimbursed for travel and other expenses incurred
in connection with the performance of their duties.



In
addition, all new non-employee directors of the Company receive a one-time grant of an option to purchase 25,000 shares of Common Stock at an exercise price equal to the fair market value of such stock on the date of grant, which options vest over a
period of three years. All such options expire, unless previously exercised or terminated, ten years from the date of grant.



Beginning in 2004, the Audit Committee Chairman shall receive a $5,000 annual retainer.



Compensation Committee Interlocks and Insider Participation



The Compensation Committee of the Board of Directors is currently comprised of James S. Balloun, J. Alexander Douglas, Jr
and Michael Z. Kay. None of the members of the Compensation Committee served as an officer or employee of the Company or any of its subsidiaries during 2003. There were no material transactions between the Company and any of the members of the
Compensation Committee during 2003.



Agreements with Employees



All employees of the Company, including executive
officers, are required to sign a confidentiality and noncompete agreement with the Company restricting the ability of the employee to compete with the Company during his or her employment and for a period ranging from six months to two years
thereafter, restricting solicitation of customers and employees following employment with the Company, and providing for ownership and assignment of intellectual property rights to the Company. The agreements have an indefinite term, but the
employee may terminate employment with the Company at any time.



8



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401(k) Profit Sharing Plan



The Company maintains a 401(k) Profit Sharing Plan (the 401(k) Plan) which is intended to be a tax-qualified
defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code). In general, all employees of the Company, working at least 20 hours per week, and who have attained age 21 are eligible to
participate on the first of the month following their hire date. The 401(k) Plan includes a salary deferral arrangement pursuant to which participants may contribute, subject to certain Code limitations, a minimum of 1.0% and a maximum of 80.0% of
their salary on a pre-tax basis (up to $12,000 per year). Subject to certain Code limitations, the Company may make both matching and additional contributions at the discretion of the Board of Directors of the Company each year. The Company made no
contributions during 2003. The Company match was suspended in November, 2001. A separate account is maintained for each participant in the 401(k) Plan. The portion of a participants account attributable to his or her own contributions
is 100% vested. Distributions from the 401(k) Plan may be made in the form of a lump-sum cash payment or in installment payments.



Stock Option Plans



1995 Stock Option Plan. On December 20, 1995, the Companys directors and shareholders adopted the 1995 Stock Option Plan (the
Plan) for employees who are contributing significantly to the business of the Company or its subsidiaries as determined by the Companys Board of Directors or the committee administering the Plan. The Plan currently provides for the
grant of incentive and non-qualified stock options to purchase up to 13,000,000 shares of Common Stock at the discretion of the Board of Directors of the Company or a committee designated by the Board of Directors to administer the Plan.



The option exercise price of incentive stock options must be at least 100%
(110% in the case of a holder of 10% or more of the Common Stock) of the fair market value of the stock on the date the option is granted and the options are exercisable by the holder thereof in full at any time prior to their expiration in
accordance with the terms of the Plan. Incentive stock options granted pursuant to the Plan will expire on or before (1) the date which is the tenth anniversary of the date the option is granted, or (2) the date which is the fifth anniversary of the
date the option is granted in the event that the option is granted to a key employee who owns more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary of the Company. Options granted under the Plan
typically vest over a period of four to five years. As of April 15, 2004, options to purchase 6,299,216 shares of Common Stock were outstanding pursuant to the Plan. In addition, non-qualified options to purchase 232,700 shares of Common Stock have
been granted by the Company outside of the Plan and remain outstanding.



During 2003, options to purchase 190,000 shares were issued under the Plan to the Named Executive Officers. See Executive Compensation.



Directors Plan. The Companys directors and shareholders have adopted the Non-Management Directors Stock
Option Plan (the Directors Plan). The purpose of the Directors Plan is to secure for the Company the benefits of the additional incentive inherent in the ownership of Common Stock by non-employee directors of the Company and to help the
Company secure and retain the services of such non-employee directors. The Directors Plan is intended to be a self-governing formula plan. To this end, the Directors Plan requires minimal discretionary action by any administrative body with regard
to any transaction under the Directors Plan. Eligible persons under the Directors Plan are directors of the Company who are not employees of the Company or any affiliate of the Company (Outside Directors). A maximum of 300,000 shares of
Common Stock have been reserved by the Company for issuance pursuant to options under the Directors Plan, which number is subject to adjustment in certain circumstances in order to prevent dilution or enlargement. Each Outside Director is granted an
option to purchase 25,000 shares of Common Stock upon joining the Board of Directors of the Company. Thereafter, each person who is an Outside Director as of the last business day of each fiscal year during the term of the Directors Plan shall
receive an option to purchase 15,000 shares of Common Stock as of such date.



9



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|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------



The following table sets forth certain information regarding the beneficial
ownership of the Companys Common Stock as of April 20, 2004 by (i) each person known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding Common Stock; (ii) each director of the Company; (iii) each Named
Executive Officer (as defined herein); and (iv) all directors and executive officers of the Company as a group.



|                                                            |  |                                         |      |  |                              |  
|----------------------------------------------------------- |  | --------------------------------------- | ---- |  | ---------------------------- | -
|Name of Beneficial Owner                                    |  | Number of Shares Beneficially Owned (1) |      |  | Percent of SharesOutstanding |  
|                                                            |  |                                        
|Erez Goren(2)                                               |  | 3,070,280                               | (3)  |  | 10.72                        | %
|                                                            |  |                                        
|Alon Goren(2)                                               |  | 4,816,860                               | (4)  |  | 16.81                        | %
|                                                            |  |                                        
|John H. Heyman                                              |  | 590,131                                 | (5)  |  | 2.05                         | %
|                                                            |  |                                        
|Andrew S. Heyman                                            |  | 401,348                                 | (6)  |  | 1.39                         | %
|                                                            |  |                                        
|Carlyle M. Taylor                                           |  | 243,219                                 | (7)  |  | *                            |  
|                                                            |  |                                        
|James S. Balloun                                            |  | 110,900                                 | (8)  |  | *                            |  
|                                                            |  |                                        
|Mark E. Haidet                                              |  | 103,508                                 | (9)  |  | *                            |  
|                                                            |  |                                        
|J. Alexander Douglas, Jr.                                   |  | 33,400                                  | (10) |  | *                            |  
|                                                            |  |                                        
|Michael Z. Kay                                              |  | 26,734                                  | (11) |  | *                            |  
|                                                            |  |                                        
|Credit Suisse Asset Management, LLC                         |  | 3,891,050                               | (12) |  | 13.63                        | %
|                                                            |  |                                        
|A. Alex Porter                                              |  | 1,468,326                               | (13) |  | 5.14                         | %
|                                                            |  |                                        
|All directors and executive officers as a group (8 persons) |  | 6,326,100                               | (14) |  | 21.34                        | %

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|* | Less than 1% of outstanding shares.
|- | -----------------------------------

|(1) | Beneficial Ownership includes shares for which an individual, directly or indirectly, has or shares voting or investment power or both and also includes options which
are exercisable within 60 days of April 20, 2004. Unless otherwise indicated, all of the listed persons have sole voting and investment power over the shares listed opposite their names. Beneficial ownership as reported in the above table has been
determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Pursuant to the Rules of the Securities and Exchange Commission, certain shares of the Companys Common Stock that a beneficial owner has the right to acquire
within 60 days pursuant to the exercise of stock options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such owner but are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The business address of Erez Goren and Alon Goren is 3925 Brookside Parkway, Alpharetta, Georgia 30022.
|--- | -------------------------------------------------------------------------------------------------------

|(3) | Includes 103,980 shares of Common Stock subject to stock options that are currently exercisable.
|--- | ------------------------------------------------------------------------------------------------

|(4) | Includes 121,010 shares of Common Stock subject to stock options that are currently exercisable.
|--- | ------------------------------------------------------------------------------------------------

|(5) | Includes 246,544 shares of Common Stock subject to stock options that are currently exercisable.
|--- | ------------------------------------------------------------------------------------------------

|(6) | Includes 310,614 shares of Common Stock subject to stock options that are currently exercisable.
|--- | ------------------------------------------------------------------------------------------------

|(7) | Includes 197,048 shares of Common Stock subject to stock options that are currently exercisable.
|--- | ------------------------------------------------------------------------------------------------

|(8) | Includes 73,400 shares of Common Stock subject to stock options that are currently exercisable.
|--- | -----------------------------------------------------------------------------------------------

|(9) | Includes 102,270 shares of Common Stock subject to stock options that are currently exercisable.
|--- | ------------------------------------------------------------------------------------------------

|(10) | Includes 33,400 shares of Common Stock subject to stock options that are currently exercisable.
|---- | -----------------------------------------------------------------------------------------------

|(11) | Includes 26,734 shares of Common Stock subject to stock options that are currently exercisable.
|---- | -----------------------------------------------------------------------------------------------



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|(12) | Based on a Schedule 13G/A filed with the Commission on February 17, 2004 by Credit Suisse Asset Management, LLC. The Company makes no representation as to the accuracy or
completeness of the information reported. The address of Credit Suisse Asset Management, LLC is 466 Lexington Avenue, New York, New York 10017.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Based on a Schedule 13G filed with the Commission on November 6, 2003 by the group of A. Alex Porter, Paul Orlin, Geoffrey Hulme, and Jonathan W. Friedland. The Company makes no
representation as to the accuracy or completeness of the information reported. The address reported by the group of Mssrs. Porter, Orlin, Hulme, and Friedland is 666 5thAvenue, 34thFloor, New
York, New York 10103.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes 1,111,020 shares of Common Stock subject to stock options that are currently exercisable.
|---- | --------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table provides disclosure of the number of securities (in thousands) to be issued upon exercise of outstanding options, the weighted average
exercise price of outstanding options, and the number of securities remaining available for future issuance under equity compensation plans, all as of December 31, 2003, aggregated into two categoriesplans that have been approved by
shareholders and plans that have not:



|                                  |  |                                                                                          |  |                                                      |       |                                                                                          |      
|--------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------- | -----
|                                  |  | Number of securities tobe issued upon exerciseof outstanding options,warrants and rights |  | Weighted-averageexercise price ofoutstanding options |       | Number of securitiesremaining availablefor future issuanceunder equitycompensation plans
|                                  |  | (in thousands)                                                                           |  |                                                      |       | (in thousands)                                                                          
|Equity Compensation Plans         |  |                                                                                          |  |                                                      |       |                                                                                          |      
|Approved by shareholders:         |  |                                                                                          |  |                                                      |       |                                                                                          |      
|                                  |  |                                                                                          | 
|1995 Stock Option Plan            |  | 7,069                                                                                    |  | $                                                    | 10.61 |                                                                                          | 906  
|1997 Directors Stock Option Plan  |  | 233                                                                                      |  | $                                                    | 10.81 |                                                                                          | 67   
|1998 Employee Stock Purchase Plan |  |                                                                                         |  |                                                      |      |                                                                                          | 954  
|                                  |  |                                                                                          |  |                                                      |       |                                                                                          |      
|                                  |  | 7,302                                                                                    |  | $                                                    | 10.62 |                                                                                          | 1,927
|                                  |  |                                                                                          | 
|Not approved by shareholders:     |  |                                                                                         |  |                                                      |      |                                                                                          |     
|                                  |  |                                                                                          |  |                                                      |       |                                                                                          |      
|Total:                            |  | 7,302                                                                                    |  | $                                                    | 10.62 |                                                                                          | 1,927
|                                  |  |                                                                                          |  |                                                      |       |                                                                                          |      



|Item 13. | Certain Relationships and Related Transactions.
|-------- | -----------------------------------------------



On January 31, 2004 the Company completed a tax-free split-off of its enterprise software business, now known as BlueCube Software, to Erez Goren, the
Companys former Co-Chairman of the Board and Co-Chief Executive Officer. The split-off transaction received the approval of approximately 70% of the disinterested shareholders of Radiant at the special meeting of shareholders held on January
30, 2004. Approval of a majority of the disinterested shareholders was a condition to the closing of the transaction. Pursuant to the terms of the Share Exchange Agreement, Radiant contributed specified assets and liabilities of the enterprise
software business, together with $4.0 million in cash, to the newly formed subsidiary, and then transferred all of the shares of the new company to Erez Goren in exchange for the redemption of 2.0 million shares of common stock of the Company. The
shares redeemed represented approximately 7.0% of the Companys outstanding shares. The consideration for the transaction was determined based on arms-length negotiations between Mr. Goren and the special committee of the Companys
independent directors. Mr. Goren also entered into a Noncompetition Agreement with Radiant in connection with the split-off transaction.



Radiant has a contractual obligation for performance under certain existing customer contracts that have not been assigned to BlueCube because they
require the consent of the customer (Legacy contracts). Under a Reseller and Services Agreement, BlueCube is obligated to fulfill the terms of these agreements, including providing hosting, support, maintenance and professional services. BlueCube
will act as Radiants subcontractor, and indemnify Radiant for any losses associated with its performance or non-performance of the contract obligations. Additionally, Radiant maintains rights to access product source code and information
needed to fulfill contract obligations if BlueCube fails to perform. For a limited number of existing customer contracts, Radiant and BlueCube have shared liability, which includes penalties, for a period of 18 months after January 31, 2004, based
upon the revenue received by each party under the contract. For one of these



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contracts, milestones defined in the original contract were amended. Failure to meet these amended milestones could
result in penalties and/or losses, the amount of which cannot be estimated. In managements opinion, it is not probable that Radiant will incur penalties/losses on this contract. In addition to the initial cash included in the transaction there
is approximately $4.4 million of unearned revenue that will be transferred to BlueCube. The cash for the unearned revenue will be transferred upon the assignment of customer contracts or the performance of obligations associated with Legacy
contracts. Management expects the majority of this cash to be transferred over the next 18 months.



Radiant has agreed to sublease a portion of Radiants property, currently under an operating lease, to BlueCube. This sublease will expire
concurrently with Radiants operating lease on the property in January 2013. BlueCube has the right to early termination beginning on January 31, 2007, and must provide Radiant with an 18 month notice that early termination will occur.
Aggregate future minimum lease payments under this sublease agreement as of January 31, 2004, are approximately: $1.2 million in 2004, $1.3 million in 2005, $1.5 million for years 2006 through 2010, and a total of $3.0 million over the remaining 25
months of the lease. In conjunction with this sublease agreement, Radiant and BlueCube entered into a right of refusal and option agreement pertaining to real property currently owned by Radiant and adjacent to the property being subleased by
BlueCube. Under this agreement, BlueCube has an option to purchase the real property at a stated value, which management believes is the fair value at the time of the split-off. BlueCube has the right of refusal if Radiant obtains an offer to sell
the real property to another party. The exercising of this right will result in BlueCube purchasing the real property at a price based on a formula and the third-party offer obtained by Radiant. This agreement is subordinate to a right of first
refusal with a third-party.



|Item 14. | Principal Accountant Fees and Services.
|-------- | ---------------------------------------



The following table shows the aggregate fees for professional services rendered to the Company by its independent auditors, Deloitte & Touche, LLP,
for the years ended December 31, 2003 and 2002, were as follows:



|                      |  |      |         |      |   |        
|--------------------- |  | ---- | ------- | ---- | - | -------
|                      |  | 2003 |         | 2002
|Audit Fees (1)        |  | $    | 183,000 |      | $ | 135,000
|Audit-Related Fees(2) |  | $    | 49,000  |      | $ | 43,000 
|Tax Fees              |  |      |        |      |   |       
|All Other Fees (3)    |  | $    | 255,000 |      |   |       
|                      |  |      |         |      |   |        
|TOTAL                 |  | $    | 487,000 |      | $ | 178,000
|                      |  |      |         |      |   |        



|(1) | Primarily includes fees related to audits of the financial statements of the Company; reviews of financial statements and disclosures in SEC filings; and comfort letters and
consents.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Primarily includes fees related to accounting consultations and reviews of Form 8-Ks in 2003; and consultation related to SEC comment letter in 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Procedures related to proxy statement for the split-off of the enterprise software business (BlueCube) and due diligence related to the acquisition of Aloha Technologies.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Audit Committee Pre-Approval Policy



The services performed by the independent accountant in 2003 were
pre-approved by the audit committee of our board of directors. Any requests for audit, audit-related, tax and other services must be submitted to the audit committee for specific pre-approval. Normally, pre-approval is considered at regularly
scheduled meetings.





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SIGNATURES



In accordance with the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.



|                     |  |  |  |                       |  |                       |  |                                        
|-------------------- |  |  |  | --------------------- |  | --------------------- |  | ---------------------------------------
|                     |  |  |  | RADIANT SYSTEMS, INC.
|                     |  |  | 
|Date: April 29, 2004 |  |  |  | By:                   |  | /s/    John H. Heyman
|                     |  |  |  |                       |  |                       | 
|                     |  |  |  |                       |  |                       |  | John H. Heyman, Chief Executive Officer



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