<PAGE> 1
As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
Registration Statement under
the Securities Act of 1933
TRANSCRYPT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 3663 47-0801192
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of incorporation Classification Code Number) Identification No.)
or organization)
4800 NW 1st Street
Lincoln, Nebraska 68521
(402) 474-4800
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-----------------
Jeffery L. Fuller
President 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:
William T. Quicksilver, Esq. Howard S. Lanznar, Esq.
Alan E. Morelli, Esq. Robert J. Brantman, Esq.
Allen Z. Sussman, Esq. Katten Muchin & Zavis
Manatt, Phelps & Phillips, LLP 525 West Monroe Street
11355 West Olympic Boulevard Chicago, Illinois 60661
Los Angeles, California 90064 (312) 902-5200
(310) 312-4000
-----------------
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. [X] 333-35469
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum
Offering Price
Title of each Proposed Maximum
class of securities Amount to be Per Aggregate Amount of
to be registered registered(1) Unit(2) offering price registration fee
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Common Stock,
$0.01 par value... 575,000 shares $21.00 $12,075,000 $3,660.00
================================================================================
</TABLE>
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(1) Includes 75,000 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
<PAGE> 2
EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (File No. 333-35469), originally filed by Transcrypt
International, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") on September 12, 1997, as amended by Amendment No. 1 dated
September 23, 1997 and Amendment No. 2 dated October 14, 1997, including the
exhibits thereto, and declared effective by the Commission on October 14, 1997,
are incorporated herein by reference.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay to the Commission the filing fee of $3,660.00 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on October 15, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on October 15, 1997.
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lincoln,
Nebraska, on this 14th day of October, 1997.
TRANSCRYPT INTERNATIONAL, INC.
By: /s/ JEFFERY L. FULLER
-------------------------------
Jeffery L. Fuller
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
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>
/s/ JOHN T. CONNOR
- ------------------------- Chairman of the October 14, 1997
John T. Connor Board of Directors
/s/ JEFFERY L. FULLER President, Chief Executive October 14, 1997
- ------------------------- Officer and Director
Jeffery L. Fuller (Principal Executive Officer)
Senior Vice President of October 14, 1997
/s/ SCOTT R. BOCKLUND Finance and Chief Financial
- ------------------------- Officer (Principal Financial
Scott R. Bocklund and Accounting Officer)
/s/ TERRY L. FAIRFIELD Director October 14, 1997
- -------------------------
Terry L. Fairfield
/s/ THOMAS E. HENNING Director October 14, 1997
- -------------------------
Thomas E. Henning
/s/ THOMAS R. LARSEN Director October 14, 1997
- -------------------------
Thomas R. Larsen
/s/ THOMAS C. SMITH Director October 14, 1997
- -------------------------
Thomas C. Smith
/s/ THOMAS R. THOMSEN Director October 14, 1997
- -------------------------
Thomas R. Thomsen
Director October 14, 1997
- -------------------------
Winston J. Wade
</TABLE>
II-1
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<C> <S>
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Manatt, Phelps & Phillips, LLP
</TABLE>
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* Included in Exhibit 5.1
<PAGE> 1
EXHIBIT 5.1
[MANATT, PHELPS & PHILLIPS, LLP LETTERHEAD]
October 15, 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 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the proposed offering of an aggregate of 575,000 shares of
common stock, par value $.01 per share, of the Company, including 500,000 shares
to be offered by the Company and up to 75,000 additional shares to cover
over-allotments, if any, to be offered by certain selling stockholders (the
"Selling Stockholders"), pursuant to Rule 462(b) promulgated under the
Securities Act. The Registration Statement is to be filed in order to register
additional shares in connection with the public offering by the Company pursuant
to that certain Registration Statement on Form S-1 (File No. 333-35469) filed by
the Company on September 12, 1997, as the same has been amended to date, which
was declared effective by the Securities and Exchange Commission on October 14,
1997.
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
Stockholders to the public pursuant to the Registration Statement have been duly
authorized and are validly issued, fully paid and non-assessable.
<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
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement of Transcrypt International, Inc. on Form S-1 filed pursuant to Rule
462(b) of the Securities Act of 1933 of our reports dated February 3, 1997 on
our audits of the financial statements of Transcrypt International, Inc. as of
December 31, 1995 and 1996 and for each of the three years in the period ended
December 31, 1996, and the financial statement schedule of Transcrypt
International, Inc., appearing in the Prospectus which is included in the
Registration Statement on Form S-1, as amended, of Transcrypt International,
Inc. (File No. 333-35469) declared effective on October 14, 1997 by the
Securities and Exchange Commission, and to the reference to us under the
caption "Experts" in the Prospectus.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Lincoln, Nebraska
October 14, 1997
