<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 1997
REGISTRATION NO. 333-14351
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TRANSCRYPT INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3663 47-0801192
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
4800 NW 1ST STREET
LINCOLN, NEBRASKA 68521
(402) 474-4800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOHN T. CONNOR
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
4800 NW 1ST STREET
LINCOLN, NEBRASKA 68521
(402) 474-4800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
WILLIAM T. QUICKSILVER, ESQ. ANDREW L. BLAIR, JR., ESQ.
ALAN E. MORELLI, ESQ. SHERMAN & HOWARD, L.L.C.
ALLEN Z. SUSSMAN, ESQ. 633 17TH STREET, SUITE 3000
MANATT, PHELPS & PHILLIPS, LLP DENVER, COLORADO 80202
11355 WEST OLYMPIC BOULEVARD (303) 297-2900
LOS ANGELES, CALIFORNIA 90064
(310) 312-4000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
- --------------------------------------------------------------------------------
The purpose of this Amendment No. 3 is solely to file certain exhibits to the
Registration Statement, as set forth below in Item 16(a) of Part II.
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimates of those costs and expenses to be
incurred by the Registrant in connection with the offering of the securities
being registered hereby, all of which are estimated except for the SEC
registration, NASD and Nasdaq National Market application fees.
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 18,296
NASD fee.......................................................... 6,540
Nasdaq National Market application fee............................ 40,700
Blue Sky filing fees and expenses................................. 10,000
Printing and engraving expenses................................... 125,000
Legal fees and expenses........................................... 340,000
Accounting fees and expenses...................................... 75,000
Registrar and transfer agent fees................................. 5,000
Premium for Director and Officer Insurance*....................... 150,000
Miscellaneous..................................................... 129,464
--------
Total........................................................... $900,000
========
</TABLE>
- ---------------
* Portion of director and officer liability insurance attributable to coverage
for liability under the Securities Act of 1933.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, the directors and officers of the Registrant are
entitled, under certain circumstances, to be indemnified by the Registrant
against all expenses and liabilities incurred or imposed upon them as a result
of suits brought against them as such directors and officers, if they act in
good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal action
or proceeding, have no reasonable cause to believe their conduct was unlawful,
except that no indemnification shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable to
the Registrant, unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to be indemnified for such expenses which
such court shall deem proper. Any such indemnification may be made by the
Registrant only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable statutory standard of conduct.
Article Eight of the Registrant's Second Amended and Restated Certificate
of Incorporation, as amended, provides that a director shall not be liable to
the Registrant or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the Delaware statutory provisions making
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by Delaware law. The Company has
also entered into indemnification agreements with its directors and officers.
The indemnification agreements may require the Company, among other things, to
indemnify its directors and officers against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature) and to
II-1
<PAGE> 3
advance their expenses incurred as a result of any proceedings against them as
to which they could be indemnified.
The Registrant maintains a standard policy of officers' and directors'
liability insurance.
The Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto,
provides for the indemnification of directors, officers, employees, agents and
controlling persons of the Registrant by the Underwriters under certain
circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
(a) In connection with the merger of Transcrypt International, Ltd., a
Nebraska limited partnership (the "Partnership"), with and into the Registrant
effective June 30, 1996, pursuant to an Agreement of Merger between the
Partnership and the Registrant, the Registrant issued, in a transaction that was
not registered under the Securities Act of 1933, as amended (the "Act"),
5,175,434 (pre-split) shares of its Common Stock, $0.01 par value, as
consideration for the merger.
In connection with the merger of Transcrypt International, Inc., a Nebraska
corporation ("Transcrypt Nebraska"), the former general partner of the
Partnership, with and into the Registrant effective September 30, 1996, pursuant
to an Agreement of Merger between Transcrypt Nebraska and the Registrant, the
Registrant issued, in a transaction that was not registered under the Act,
52,010 shares of its Common Stock, $0.01 par value, as consideration for the
merger.
(b) In September 1994, the Partnership issued 200,000 limited partnership
units for $5.00 per unit, or aggregate consideration of $1,000,000, to certain
of the limited partners of the Partnership.
The sales and issuances of securities in the transactions described above
were deemed to be exempt from registration under the Act in reliance upon
Section 4(2) of the Securities Act as transactions by an issuer not involving
any public offering. Appropriate legends were affixed to the securities issued
in connection with such transactions.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1* Form of Underwriting Agreement.
3.1* 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.
3.2* Amended and Restated Bylaws of the Registrant.
3.3* Certificate of Merger of Transcrypt International, Ltd., a Nebraska limited
partnership, with and into the Registrant, filed on June 28, 1996 with the
Secretary of State of the State of Delaware.
3.4* Certificate of Merger of Transcrypt International, Inc., a Nebraska
corporation, with and into the Registrant, filed on September 30, 1996 with
the Secretary of State of the State of Delaware.
4.1* Specimen Certificate for Common Stock.
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
10.1* Employment Agreement between the Registrant and John T. Connor dated as of
September 10, 1996.
10.2* Employment Agreement between the Registrant and Jeffery L. Fuller dated as of
July 18, 1996.
10.3* Form of Employment Agreement between the Registrant and C. Eric Baumann,
Michael P. Wallace and Joel K. Young.
10.4* Form of 1996 Stock Incentive Plan, together with forms of non-qualified stock
option agreements.
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.5* Form of Indemnification Agreement between the Registrant and each executive
officer and director of the Registrant.
10.6* License Agreement for APCO Project 25 Compliant Product between Motorola,
Inc. and the Registrant dated as of August 2, 1994.
10.7** Amendment, dated as of June 28, 1996, to License Agreement for APCO Project
25 Compliant Product between Motorola, Inc. and the Registrant dated as of
August 2, 1994.
10.8* OEM Agreement between Motorola, Inc. and the Registrant dated as of August 2,
1994.
10.9** Amendment, dated as of July 15, 1996, to OEM Agreement between Motorola, Inc.
and the Registrant dated as of August 2, 1994.
10.10** Private Label/Supplier Agreement for Analog Scrambling Modules between
Motorola, Inc. and the Registrant dated as of August 8, 1995.
10.11** Motorola Cellular Subscriber Products Sales Agreement, dated as of June 13,
1996, by and between Motorola, Inc. and the Registrant.
10.12* License Agreement for APCO Fed Project 25 Algorithm between Digital Voice
Systems, Inc. and the Registrant, dated as of August 14, 1995.
10.13* Consigned Inventory Agreement between Arrow/Schweber Electronics Group and
the Registrant, dated as of June 22, 1994.
10.14* Nebraska Investment Finance Authority $850,000 Industrial Revenue Bond
(Transcrypt International, Ltd. Project), Series 1994, dated as of January
15, 1994, and Note.
10.15* Trust Indenture, dated as of January 15, 1994, for $850,000 Industrial
Revenue Bond (Transcrypt International, Ltd. Project), Series 1994, between
Nebraska Investment Finance Authority as Issuer and Norwest Bank Nebraska,
N.A. as Trustee.
10.16* Loan Agreement, dated as of January 15, 1994, for $850,000 Industrial Revenue
Bond (Transcrypt International, Ltd. Project), Series 1994, between Nebraska
Investment Finance Authority as Issuer and the Registrant.
10.17* Amended and Restated Loan Agreement, dated as of May 18, 1994, by and between
Norwest Bank Nebraska, N.A., and the Registrant.
10.18* First Amendment, dated as of June 1, 1995, to Amended and Restated Loan
Agreement, dated as of May 18, 1994, by and between Norwest Bank Nebraska,
N.A., and the Registrant.
10.19* Second Amendment, dated as of April 10, 1996, to Amended and Restated Loan
Agreement, dated as of May 18, 1994, by and between Norwest Bank Nebraska,
N.A., and the Registrant.
10.20* Promissory Note, dated as of May 11, 1995, between West Gate Bank and the
Registrant.
10.21* Noncompete Agreement, dated as of December 3, 1991, between John Kuijvenhoven
and the Registrant.
10.22* Security and Pledge Agreement, dated as of December 3, 1991, by and among
John Kuijvenhoven, Yvonne Kuijvenhoven and the Registrant.
10.23* Security and Pledge Agreement, dated as of August 8, 1994, by and among John
Kuijvenhoven, Yvonne Kuijvenhoven and the Registrant.
10.24* Form of Adoption Agreement for Nonstandardized 401(k) Profit Sharing Plan.
10.25* Defined Contribution Master Plan and Trust Agreement of Norwest Bank
Nebraska, N.A., Master Plan Sponsor.
10.26* Third Amendment, dated as of October 22, 1996, to Amended and Restated Loan
Agreement, dated as of May 18, 1994, by and between Norwest Bank Nebraska,
N.A., and the Registrant, together with Modification of Note.
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.27* Fourth Amendment, dated as of November 19, 1996, to Amended and Restated Loan
Agreement, dated as of May 18, 1994, by and between Norwest Bank Nebraska,
N.A., and the Registrant, together with Commercial Installment Note, dated
November 19, 1996.
11.1* Statement re: Computation of Per Share Earnings (see page S-3).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1).
23.3* Consent of International Data Corporation
23.4* Consent of Zarley, McKee, Thomte, Voorhees & Sease, P.L.C.
24.1* Power of Attorney.
27.1* Financial Data Schedule.
</TABLE>
- ---------------
* Previously filed.
** Previously filed and confidential treatment requested for certain portions.
(b) FINANCIAL STATEMENT SCHEDULES:
Schedule III -- Valuation and Qualifying Accounts and Reserves
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide the underwriters in
this offering (the "Underwriters") at the closing specified in the applicable
Underwriting Agreement certificates in such denominations and registered in such
names as required by the Underwriters to permit prompt delivery to each
purchaser.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions referenced in Item 14 of this Registration Statement
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 hereunder, 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.
The undersigned Registrant hereby undertakes:
(1) That for the purposes of determining any liability under the Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) That for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Lincoln, Nebraska, on this 10th day of January, 1997.
TRANSCRYPT INTERNATIONAL, INC.
By: /s/ JOHN T. CONNOR
----------------------------------
John T. Connor
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* JOHN T. CONNOR Chief Executive Officer and January 10, 1997
- --------------------------------------------- Director (Principal
John T. Connor Executive Officer)
* RANDAL P. HANSEN Vice President of Finance January 10, 1997
- --------------------------------------------- and Chief Financial
Randal P. Hansen Officer (Principal
Financial and Accounting
Officer)
* TERRY L. FAIRFIELD Director January 10, 1997
- ---------------------------------------------
Terry L. Fairfield
* JEFFERY L. FULLER Director January 10, 1997
- ---------------------------------------------
Jeffery L. Fuller
* THOMAS R. LARSEN Director January 10, 1997
- ---------------------------------------------
Thomas R. Larsen
* THOMAS C. SMITH Director January 10, 1997
- ---------------------------------------------
Thomas C. Smith
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* THOMAS R. THOMSEN Director January 10, 1997
- ---------------------------------------------
Thomas R. Thomsen
* WINSTON S. WADE Director January 10, 1997
- ---------------------------------------------
Winston S. Wade
*By: /s/ JOHN T. CONNOR
-----------------------------------------
John T. Connor
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
1.1* Form of Underwriting Agreement........................................
3.1* 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.................................................
3.2* Amended and Restated Bylaws of the Registrant.........................
3.3* Certificate of Merger of Transcrypt International, Ltd., a Nebraska
limited partnership, with and into the Registrant, filed on June 28,
1996 with the Secretary of State of the State of Delaware.............
3.4* Certificate of Merger of Transcrypt International, Inc., a Nebraska
corporation, with and into the Registrant, filed on September 30, 1996
with the Secretary of State of the State of Delaware..................
4.1* Specimen Certificate for Common Stock.................................
5.1 Opinion of Manatt, Phelps & Phillips, LLP.............................
10.1* Employment Agreement between the Registrant and John T. Connor dated
as of September 10, 1996..............................................
10.2* Employment Agreement between the Registrant and Jeffery L. Fuller
dated as of July 18, 1996.............................................
10.3* Form of Employment Agreement between the Registrant and C. Eric
Baumann, Michael P. Wallace and Joel K. Young.........................
10.4* Form of 1996 Stock Incentive Plan, together with forms of
non-qualified stock option agreements.................................
10.5* Form of Indemnification Agreement between the Registrant and each
executive officer and director of the Registrant......................
10.6* License Agreement for APCO Project 25 Compliant Product between
Motorola, Inc. and the Registrant dated as of August 2, 1994..........
10.7** Amendment, dated as of June 28, 1996, to License Agreement for APCO
Project 25 Compliant Product between Motorola, Inc. and the Registrant
dated as of August 2, 1994............................................
10.8* OEM Agreement between Motorola, Inc. and the Registrant dated as of
August 2, 1994........................................................
10.9** Amendment, dated as of July 15, 1996, to OEM Agreement between
Motorola, Inc. and the Registrant dated as of August 2, 1994..........
10.10** Private Label/Supplier Agreement for Analog Scrambling Modules between
Motorola, Inc. and the Registrant dated as of August 8, 1995..........
10.11** Motorola Cellular Subscriber Products Sales Agreement, dated as of
June 13, 1996, by and between Motorola, Inc. and the Registrant.......
10.12* License Agreement for APCO Fed Project 25 Algorithm between Digital
Voice Systems, Inc. and the Registrant, dated as of August 14, 1995...
10.13* Consigned Inventory Agreement between Arrow/Schweber Electronics Group
and the Registrant, dated as of June 22, 1994.........................
10.14* Nebraska Investment Finance Authority $850,000 Industrial Revenue Bond
(Transcrypt International, Ltd. Project), Series 1994, dated as of
January 15, 1994, and Note............................................
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
10.15* Trust Indenture, dated as of January 15, 1994, for $850,000 Industrial
Revenue Bond (Transcrypt International, Ltd. Project), Series 1994,
between Nebraska Investment Finance Authority as Issuer and Norwest
Bank Nebraska, N.A. as Trustee........................................
10.16* Loan Agreement, dated as of January 15, 1994, for $850,000 Industrial
Revenue Bond (Transcrypt International, Ltd. Project), Series 1994,
between Nebraska Investment Finance Authority as Issuer and the
Registrant............................................................
10.17* Amended and Restated Loan Agreement, dated as of May 18, 1994, by and
between Norwest Bank Nebraska, N.A., and the Registrant...............
10.18* First Amendment, dated as of June 1, 1995, to Amended and Restated
Loan Agreement, dated as of May 18, 1994, by and between Norwest Bank
Nebraska, N.A., and the Registrant....................................
10.19* Second Amendment, dated as of April 10, 1996, to Amended and Restated
Loan Agreement, dated as of May 18, 1994, by and between Norwest Bank
Nebraska, N.A., and the Registrant....................................
10.20* Promissory Note, dated as of May 11, 1995, between West Gate Bank and
the Registrant........................................................
10.21* Noncompete Agreement, dated as of December 3, 1991, between John
Kuijvenhoven and the Registrant.......................................
10.22* Security and Pledge Agreement, dated as of December 3, 1991, by and
among John Kuijvenhoven, Yvonne Kuijvenhoven and the Registrant.......
10.23* Security and Pledge Agreement, dated as of August 8, 1994, by and
among John Kuijvenhoven, Yvonne Kuijvenhoven and the Registrant.......
10.24* Form of Adoption Agreement for Nonstandardized 401(k) Profit Sharing
Plan..................................................................
10.25* Defined Contribution Master Plan and Trust Agreement of Norwest Bank
Nebraska, N.A., Master Plan Sponsor...................................
10.26* Third Amendment, dated as of October 22, 1996, to Amended and Restated
Loan Agreement, dated as of May 18, 1994, by and between Norwest Bank
Nebraska, N.A., and the Registrant, together with Modification of
Note..................................................................
10.27* Fourth Amendment, dated as of November 19, 1996, to Amended and
Restated Loan Agreement, dated as of May 18, 1994, by and between
Norwest Bank Nebraska, N.A., and the Registrant, together with
Commercial Installment Note, dated November 19, 1996..................
11.1* Statement re: Computation of Per Share Earnings (see page S-3)........
23.1 Consent of Coopers & Lybrand L.L.P....................................
23.2 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)...
23.3* Consent of International Data Corporation.............................
23.4* Consent of Zarley, McKee, Thomte, Voorhees & Sease, P.L.C.............
24.1* Power of Attorney. ...................................................
27.1* Financial Data Schedule...............................................
</TABLE>
- ---------------
* Previously filed.
** Previously filed and confidential treatment requested for certain portions.
<PAGE> 1
EXHIBIT 5.1
[MANATT, PHELPS & PHILLIPS, LLP LETTERHEAD]
January 10, 1997
Board of Directors
Transcrypt International, Inc.
4800 NW First Street
Lincoln, Nebraska 68521
Gentlemen:
We have acted as special counsel to Transcrypt International, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-14351) (the "Registration Statement"), under the
Securities Act of 1933, as amended, relating to the proposed offering of an
aggregate of 3,750,000 shares of common stock, par value $.01 per share, of the
Company, including 2,500,000 shares to be offered by the Company and 1,250,000
shares (plus up to 562,500 additional shares to cover over-allotments, if any)
to be offered by certain selling shareholders (the "Selling Shareholders").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. We
have also obtained from officers of the Company such advice as we considered
necessary for the purposes of this opinion and insofar as our opinion is based
on matters of fact upon which conclusions of law are expressed, we have relied
upon such advice. In our examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
1. The shares of the Company's common stock to be offered by the
Company to the public pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in the manner described in the
Registration Statement, will be validly issued, fully paid and non-assessable.
2. The shares of the Company's common stock to be offered by the
Selling Shareholders to the public pursuant to the Registration Statement have
been duly authorized and are validly issued, fully paid and non-assessable.
<PAGE> 2
Board of Directors
January 10, 1997
Page 2
The opinions expressed herein are limited to the General Corporation Law
of the State of Delaware. We assume no obligations to supplement this letter if
any applicable laws change after the date hereof or if we become aware of any
facts that might change the opinions expressed herein after the date hereof. The
opinions expressed herein are solely for your benefit and may not be relied upon
in any manner or for any purpose by any other person and may not be quoted in
whole or in part without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Legal Matters" in the prospectus comprising a part of such
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ MANATT, PHELPS & PHILLIPS, LLP
Manatt, Phelps & Phillips, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 (File No.
333-14351) of our reports dated February 23, 1996, on our audits of the
financial statements as of December 31, 1994 and 1995 and for each of the three
years in the period ended December 31, 1995, and the financial statement
schedule of Transcrypt International, Inc. We also consent to the reference of
our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Lincoln, Nebraska
January 9, 1997
