<PAGE>
 
    As filed with the Securities and Exchange Commission on March 13, 1997
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               RADIANT SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Georgia                                  11-2749765
     ---------------------------------        -------------------------------
     (State or other jurisdiction             (I.R.S. Employer Identification 
     of incorporation or organization)                     Number)

            1000 Alderman Drive, Suite A, Alpharetta, Georgia 30202
           ---------------------------------------------------------
             (Address of Principal Executive Offices)    (Zip Code)
 
                             1995 STOCK OPTION PLAN
                        -------------------------------
                            (Full Title of the Plan)

                                 John H. Heyman
                            Executive Vice President
                             Radiant Systems, Inc.
                          1000 Alderman Drive, Suite A
                           Alpharetta, Georgia 30202
                                 (770) 772-3000
                   ----------------------------------------
                  (Name, address, telephone number, including
                        area code, of agent for service)
                            ______________________
                              Copies Requested to:
                            Robert T. Molinet, Esq.
                         Smith, Gambrell & Russell, LLP
                           3343 Peachtree Road, N.E.
                             Suite 1800, East Tower
                          Atlanta, Georgia  30326-1010
                                 (404) 264-2620
                            ______________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                   Proposed Maximum        Proposed Maximum
    Title of Securities         Amount to be      Offering Price Per      Aggregate Offering         Amount of
     to be Registered            Registered           Share/(1)/             Price/(1)  /         Registration Fee
    -------------------         ------------      ------------------      ------------------      ----------------  
<S>                           <C>               <C>                     <C>                     <C>
Options and Shares of
 no par value                    4,000,000               $9.56                $38,250,000               $11,591
 Common Stock                      Shares
------------------------------------------------------------------------------------------------------------------
/(1)/  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the
 average of the high and low reported prices of the Common Stock on the Nasdaq National Market System on
 March 6, 1997.
==================================================================================================================  
</TABLE>
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------  ----------------------------------------

    The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents:

1.  The Company's Prospectus dated February 12, 1997, as filed with the
    Commission pursuant to Rule 424(b) under the Securities Act of 1933; and
2.  The description of the Company's Common Stock contained in the Company's
    Registration Statement on Form 8-A as filed with the Commission on 
    January 27, 1997.

ITEM 4.  DESCRIPTION OF SECURITIES.
-------  --------------------------

    No response is required to this item.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------  ---------------------------------------

    No response is required to this item.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
-------  ------------------------------------------

    As provided under Georgia law, the Company's Articles of Incorporation
provide that a Director shall not be personally liable to the Company or its
shareholders for monetary damages, for breach of the duty of care or any other
fiduciary duty owed to the Company as a Director, except that such provisions
shall not eliminate or limit the liability of a Director (a) for any
appropriation, in violation of his or her duties, of any business opportunity of
the Company; (b) for acts or omissions which involve intentional misconduct or a
knowing violation of law; (c) for unlawful corporation distributions; or (d) for
any transaction from which the Director received an improper personal benefit.
If applicable law is amended to authorize corporate action further eliminating
or limiting the liability of Directors, the liability of each Director of the
Company shall be eliminated or limited to the fullest extent permitted by
applicable law.  These provisions apply to claims against officers, employees,
and agents of the Company as well.  Article VI of the Company's Bylaws provides
that the Company shall indemnify a Director who has been successful in the
defense of any proceeding to which he or she was a party or in defense of any
claim, issue or matter therein because he or she is or was a Director of the
Company, against reasonable expenses incurred by him or her in connection with
such defense.

    The Company's Bylaws also provide that the Company may indemnify any
Director, officer, employee or agent  made a party to a proceeding because he or
she is or was a Director, officer, employee or agent against liability incurred
in the proceeding if he or she conducted himself or herself in good faith and
reasonably believed, in the case of conduct in his or her official capacity,
that such conduct was in the best interests of the Company; in all other cases,
that such conduct was at least not opposed to the best interests of the Company;
and in the case of any criminal proceeding, that he or she had no reasonable
<PAGE>
 
cause to believe such conduct was unlawful. An officer who is not a Director, or
an officer who is also a Director and is made a party to a proceeding on the
sole basis of an act or omission in his or her capacity as an officer, may be
indemnified as provided by the Articles, Bylaws, a resolution of the Board or
contract; except for liability arising out of conduct that constitutes (i) an
appropriation, in violation of his or her duties, of any business opportunity of
the Company, (ii) acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) unlawful corporate distributions, or (iv) any
transaction from which the officer received an improper personal benefit.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a majority of all of the disinterested members of
the Board; (b) a majority of a committee of disinterested Directors; (c)
independent legal counsel; or (d) the shareholders. No indemnification may be
made to or on behalf of a Director, officer, employee or agent (1) in connection
with a proceeding by or in the right of the Company in which such person was
adjudged liable to the Company, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the Director has met the
relevant standard of conduct, or (2) in connection with any other proceeding
with respect to conduct for which such person was adjudged liable on the basis
that personal benefit was improperly received by him or her, whether or not
involving action in his or her official capacity.

    The Company may, if authorized by its shareholders by a majority of votes
which would be entitled to be cast in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a Director, officer,
employee or agent made a party to a proceeding, including a proceeding brought
by or in the right of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
-------  ------------------------------------

    No response to this item is required.

ITEM 8.  EXHIBITS.
-------  ---------

    The following exhibits are filed with or incorporated by reference into this
Registration Statement. The exhibits which are denominated by an asterisk (*)
were previously filed as a part of, and are hereby incorporated by reference
from, a Registration Statement on Form S-1 under the Securities Act of 1933 for
the Registrant, Registration No. 333-17723.  The exhibit number corresponds to
the exhibit number in the referenced document.

    EXHIBIT
    NUMBER    DESCRIPTION OF EXHIBIT
    ------    ----------------------

     4.1      Form of Incentive Stock Option Agreement.

     5.1      Opinion of Smith, Gambrell & Russell, LLP.

   *10.3      Registrant's Amended and Restated 1995 Stock Option Plan.

    23.1      Consent of Arthur Andersen LLP.

    23.2      Consent of Smith, Gambrell & Russell, LLP (contained in their
              opinion filed as Exhibit 5.1).

    24.1      Powers of Attorney (contained on the signature page to this
              Registration Statement).

                                      II-2
<PAGE>
 
ITEM 9.  UNDERTAKINGS.
-------  -------------

    (a) The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this Registration Statement to include any
    material information with respect to the plan of distribution not previously
    disclosed in the Registration Statement or any material change to such
    information in the Registration Statement;

        (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

    (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Alpharetta, State of Georgia, on the 5th day of March,
1997.

                                    RADIANT SYSTEMS, INC.


 
                                    By: /s/ Erez Goren
                                       -----------------------
                                       Erez Goren
                                       Chief Executive Officer


        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Erez Goren and John H. Heyman, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him, in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including a Registration Statement
filed under Rule 462(b) of the Securities Act of 1933, as amended, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
 
    SIGNATURE                      TITLE                        DATE
    ---------                      -----                        ----       
 
/s/ Erez Goren        Co-Chairman of the Board and         March 5, 1997
--------------------  Chief Executive Officer (principal
Erez Goren            executive officer)
 
 
/s/ Alon Goren        Co-Chairman of the Board and         March 5, 1997
--------------------  Chief Technology Officer
Alon Goren

/s/ Eric B. Hinkle    President, Chief Operating Officer
--------------------  and Director                         March 5, 1997
Eric B. Hinkle
 

                                      II-4
<PAGE>
 
/s/ John H. Heyman    Executive Vice President, Chief      March 5, 1997
--------------------  Financial Officer and Director
John H. Heyman        (principal financial officer)
 

/s/ Paul Ilse                     Controller               March 5, 1997
--------------------    (principal accounting officer)
Paul Ilse

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


EXHIBIT                                                         SEQUENTIAL
NUMBER                  DESCRIPTION OF EXHIBIT                    PAGE NO.
------    -----------------------------------------------         --------

4.1       Form of Incentive Stock Option Agreement.

5.1       Opinion of Smith, Gambrell & Russell, LLP.

23.1      Consent of Arthur Andersen LLP.

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16659}]
{"company-data": {"conformed-name": "RADIANT SYSTEMS INC", "cik": "0000845818", "assigned-sic": "7373", "irs-number": "112749765", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23237", "film-number": "97555797"}, "business-address": {"street1": "1000 ALDERMAN DR", "street2": "STE A", "city": "ALPHARETTA", "state": "GA", "zip": "30202", "phone": "7707723000"}, "mail-address": {"street1": "1000 ALDERMAN DRIVE", "street2": "STE A", "city": "ALPHARETTA", "state": "GA", "zip": "30202"}}
As filed with the Securities and Exchange Commission on March 13, 1997
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               RADIANT SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Georgia                                  11-2749765
     ---------------------------------        -------------------------------
     (State or other jurisdiction             (I.R.S. Employer Identification 
     of incorporation or organization)                     Number)

            1000 Alderman Drive, Suite A, Alpharetta, Georgia 30202
           ---------------------------------------------------------
             (Address of Principal Executive Offices)    (Zip Code)
 
                             1995 STOCK OPTION PLAN
                        -------------------------------
                            (Full Title of the Plan)

                                 John H. Heyman
                            Executive Vice President
                             Radiant Systems, Inc.
                          1000 Alderman Drive, Suite A
                           Alpharetta, Georgia 30202
                                 (770) 772-3000
                   ----------------------------------------
                  (Name, address, telephone number, including
                        area code, of agent for service)
                            ______________________
                              Copies Requested to:
                            Robert T. Molinet, Esq.
                         Smith, Gambrell & Russell, LLP
                           3343 Peachtree Road, N.E.
                             Suite 1800, East Tower
                          Atlanta, Georgia  30326-1010
                                 (404) 264-2620
                            ______________________

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                   Proposed Maximum        Proposed Maximum
    Title of Securities         Amount to be      Offering Price Per      Aggregate Offering         Amount of
     to be Registered            Registered           Share/(1)/             Price/(1)  /         Registration Fee
    -------------------         ------------      ------------------      ------------------      ----------------
Options and Shares of
 no par value                    4,000,000               $9.56                $38,250,000               $11,591
 Common Stock                      Shares
------------------------------------------------------------------------------------------------------------------
/(1)/  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the
 average of the high and low reported prices of the Common Stock on the Nasdaq National Market System on
 March 6, 1997.
==================================================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------  ----------------------------------------

    The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents:

1.  The Company's Prospectus dated February 12, 1997, as filed with the
    Commission pursuant to Rule 424(b) under the Securities Act of 1933; and
2.  The description of the Company's Common Stock contained in the Company's
    Registration Statement on Form 8-A as filed with the Commission on 
    January 27, 1997.

ITEM 4.  DESCRIPTION OF SECURITIES.
-------  --------------------------

    No response is required to this item.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------  ---------------------------------------

    No response is required to this item.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
-------  ------------------------------------------

    As provided under Georgia law, the Company's Articles of Incorporation
provide that a Director shall not be personally liable to the Company or its
shareholders for monetary damages, for breach of the duty of care or any other
fiduciary duty owed to the Company as a Director, except that such provisions
shall not eliminate or limit the liability of a Director (a) for any
appropriation, in violation of his or her duties, of any business opportunity of
the Company; (b) for acts or omissions which involve intentional misconduct or a
knowing violation of law; (c) for unlawful corporation distributions; or (d) for
any transaction from which the Director received an improper personal benefit.
If applicable law is amended to authorize corporate action further eliminating
or limiting the liability of Directors, the liability of each Director of the
Company shall be eliminated or limited to the fullest extent permitted by
applicable law.  These provisions apply to claims against officers, employees,
and agents of the Company as well.  Article VI of the Company's Bylaws provides
that the Company shall indemnify a Director who has been successful in the
defense of any proceeding to which he or she was a party or in defense of any
claim, issue or matter therein because he or she is or was a Director of the
Company, against reasonable expenses incurred by him or her in connection with
such defense.

    The Company's Bylaws also provide that the Company may indemnify any
Director, officer, employee or agent  made a party to a proceeding because he or
she is or was a Director, officer, employee or agent against liability incurred
in the proceeding if he or she conducted himself or herself in good faith and
reasonably believed, in the case of conduct in his or her official capacity,
that such conduct was in the best interests of the Company; in all other cases,
that such conduct was at least not opposed to the best interests of the Company;
and in the case of any criminal proceeding, that he or she had no reasonable
cause to believe such conduct was unlawful. An officer who is not a Director, or
an officer who is also a Director and is made a party to a proceeding on the
sole basis of an act or omission in his or her capacity as an officer, may be
indemnified as provided by the Articles, Bylaws, a resolution of the Board or
contract; except for liability arising out of conduct that constitutes (i) an
appropriation, in violation of his or her duties, of any business opportunity of
the Company, (ii) acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) unlawful corporate distributions, or (iv) any
transaction from which the officer received an improper personal benefit.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a majority of all of the disinterested members of
the Board; (b) a majority of a committee of disinterested Directors; (c)
independent legal counsel; or (d) the shareholders. No indemnification may be
made to or on behalf of a Director, officer, employee or agent (1) in connection
with a proceeding by or in the right of the Company in which such person was
adjudged liable to the Company, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the Director has met the
relevant standard of conduct, or (2) in connection with any other proceeding
with respect to conduct for which such person was adjudged liable on the basis
that personal benefit was improperly received by him or her, whether or not
involving action in his or her official capacity.

    The Company may, if authorized by its shareholders by a majority of votes
which would be entitled to be cast in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a Director, officer,
employee or agent made a party to a proceeding, including a proceeding brought
by or in the right of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
-------  ------------------------------------

    No response to this item is required.

ITEM 8.  EXHIBITS.
-------  ---------

    The following exhibits are filed with or incorporated by reference into this
Registration Statement. The exhibits which are denominated by an asterisk (*)
were previously filed as a part of, and are hereby incorporated by reference
from, a Registration Statement on Form S-1 under the Securities Act of 1933 for
the Registrant, Registration No. 333-17723.  The exhibit number corresponds to
the exhibit number in the referenced document.

    EXHIBIT
    NUMBER    DESCRIPTION OF EXHIBIT
    ------    ----------------------

     4.1      Form of Incentive Stock Option Agreement.

     5.1      Opinion of Smith, Gambrell & Russell, LLP.

   *10.3      Registrant's Amended and Restated 1995 Stock Option Plan.

    23.1      Consent of Arthur Andersen LLP.

    23.2      Consent of Smith, Gambrell & Russell, LLP (contained in their
              opinion filed as Exhibit 5.1).

    24.1      Powers of Attorney (contained on the signature page to this
              Registration Statement).

                                      II-2
ITEM 9.  UNDERTAKINGS.
-------  -------------

    (a) The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this Registration Statement to include any
    material information with respect to the plan of distribution not previously
    disclosed in the Registration Statement or any material change to such
    information in the Registration Statement;

        (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

    (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Alpharetta, State of Georgia, on the 5th day of March,
1997.

                                    RADIANT SYSTEMS, INC.

 
                                    By: /s/ Erez Goren
                                       -----------------------
                                       Erez Goren
                                       Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Erez Goren and John H. Heyman, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him, in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including a Registration Statement
filed under Rule 462(b) of the Securities Act of 1933, as amended, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
 
    SIGNATURE                      TITLE                        DATE
    ---------                      -----                        ----       
 
/s/ Erez Goren        Co-Chairman of the Board and         March 5, 1997
--------------------  Chief Executive Officer (principal
Erez Goren            executive officer)
 
 
/s/ Alon Goren        Co-Chairman of the Board and         March 5, 1997
--------------------  Chief Technology Officer
Alon Goren

/s/ Eric B. Hinkle    President, Chief Operating Officer
--------------------  and Director                         March 5, 1997
Eric B. Hinkle
 

                                      II-4
/s/ John H. Heyman    Executive Vice President, Chief      March 5, 1997
--------------------  Financial Officer and Director
John H. Heyman        (principal financial officer)
 

/s/ Paul Ilse                     Controller               March 5, 1997
--------------------    (principal accounting officer)
Paul Ilse

                                      II-5
EXHIBIT INDEX
                                 -------------

EXHIBIT                                                         SEQUENTIAL
NUMBER                  DESCRIPTION OF EXHIBIT                    PAGE NO.
------    -----------------------------------------------         --------

4.1       Form of Incentive Stock Option Agreement.

5.1       Opinion of Smith, Gambrell & Russell, LLP.

23.1      Consent of Arthur Andersen LLP.

                                      II-6