<PAGE> 1
As filed with the Securities and Exchange Commission on November 6, 1996
================================================================================
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRANSCRYPT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 47-0801192
(State of incorporation (I.R.S, Employer
or organization) Identification Number)
4800 NW 1ST STREET
LINCOLN, NEBRASKA 68521
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)
This Registration Statement Contains a total of 4 pages.
Exhibit Index on page 4.
================================================================================
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Transcrypt International, Inc. (the "Company") hereby incorporates by
reference the description of securities contained in the Registration Statement
on Form S-1 (Registration No, 333-14351) filed with the Securities and Exchange
Commission on October 18, 1996, as amended and supplemented by the Company.
ITEM 2. EXHIBITS
1. Second Amended and Restated Certificate of Incorporation of the
Registrant, filed on September 30, 1996 with the Secretary of State of
the State of Delaware (incorporated by reference from Exhibit 3.1 to
the Registrant's Registration Statement on Form S-1, Registration No.
333-14351, filed with the Securities and Exchange Commission on
October 18, 1996.)
2. Amended and Restated Bylaws of the Registrant (incorporated by
reference from Exhibit 3.2 to the Registrant's Registration Statement
on Form S-1, Registration No. 333-14351, filed with the Securities and
Exchange Commission on October 18, 1996.)
3. Specimen certificate evidencing shares of Common Stock.*
- ------------------
* To be filed by amendment
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TRANSCRYPT INTERNATIONAL, INC.
Date: November 6, 1996 By: /s/ RANDAL P. HANSEN
---------------------------------
Randal P. Hansen
Vice President of Finance and
Chief Financial Officer
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. EXHIBIT NO.
------- ------- ----
<S> <C>
1. Second Amended and Restated Certificate of Incorporation of
the Registrant, filed on September 30, 1996 with the
Secretary of State of the State of Delaware (incorporated by
reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, Registration No. 333-14351, filed with
the Securities and Exchange Commission on October 18, 1996.)
2. Amended and Restated Bylaws of the Registrant (incorporated by
reference from Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, Registration No. 333-14351, filed with
the Securities and Exchange Commission on October 18, 1996.)
3. Specimen certificate evidencing shares of Common Stock.*
</TABLE>
- ------------------
* To be filed by amendment
4