<PAGE> 1
As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333-37899
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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. [X] 333-37899
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Lincoln, Nebraska, on this 15th 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
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
- ------------------------- Chairman of the October 15, 1997
John T. Connor Board of Directors
/s/ JEFFERY L. FULLER President, Chief Executive October 15, 1997
- ------------------------- Officer and Director
Jeffery L. Fuller (Principal Executive Officer)
Senior Vice President of October 15, 1997
* Finance and Chief Financial
- ------------------------- Officer (Principal Financial
Scott R. Bocklund and Accounting Officer)
* Director October 15, 1997
- -------------------------
Terry L. Fairfield
* Director October 15, 1997
- -------------------------
Thomas E. Henning
* Director October 15, 1997
- -------------------------
Thomas R. Larsen
* Director October 15, 1997
- -------------------------
Thomas C. Smith
* Director October 15, 1997
- -------------------------
Thomas R. Thomsen
Director October 15, 1997
- -------------------------
Winston J. Wade
*By: /s/ JEFFERY L. FULLER
----------------------
Jeffery L. Fuller
Attorney-in-Fact
</TABLE>
II-1
<PAGE> 3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<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 (included in Exhibit 5.1)
23.3 Consent of Price Waterhouse LLP
</TABLE>
- ----------
* Previously filed.
<PAGE> 1
EXHIBIT 23.3
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 report dated May 2, 1997 relating to
the consolidated financial statements of E.F. Johnson Company, 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/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Minneapolis, Minnesota
October 15, 1997
