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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MAY 5, 1998
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TRANSCRYPT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21681 47-0801192
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
4800 NW FIRST STREET, LINCOLN, NEBRASKA 68521
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (402) 474-4800
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Item 4. Changes in Registrant's Certifying Accountant.
On May 5, 1998, Transcrypt International, Inc. (the "Company")
retained KPMG Peat Marwick LLP ("KPMG") as its principal accountants, replacing
Coopers & Lybrand L.L.P. ("Coopers") which, on April 24, 1998, resigned as the
principal accountants of the Company and withdrew their auditors' reports as of
and for the years ended December 31, 1995 and 1996. KPMG has been retained to
audit the Company's financial statements for the fiscal years ended December 31,
1997 and 1998, and to reaudit the Company's financial statements for the fiscal
years ended December 31, 1995 and 1996.
On May 4, 1998, the Company filed a Current Report on Form 8-K
(the "Initial 8-K") disclosing under this Item the resignation of Coopers, among
other things. The full text of the Initial 8-K is filed as Exhibit 99.1 hereto
and is incorporated by reference herein. On May 6, 1998, the Company issued a
news release disclosing the engagement of KPMG, the full text of which is filed
as Exhibit 99.2 hereto and is incorporated by reference herein. The Company's
Board of Directors and its Audit Committee unanimously recommended and approved
the engagement of KPMG.
During March and April 1998, the Company had a number of
disagreements with Coopers that were reportable under Rule 304(a)(1)(iv). Each
such disagreement is described in the Initial 8-K, and reference is made to the
text of such filing. Prior to engaging KPMG as the Company's principal
accountants, the Company retained KPMG to perform a review under SAS No. 50 of
the accounting principles applied by the Company to certain transactions that
were the subject of a disagreement with Coopers. KPMG completed its preliminary
review on April 28, 1998 and presented its preliminary conclusions orally to the
Company's Audit Committee on such date, which conclusions generally concurred
with the views previously expressed by Coopers.
During the Company's two most recent fiscal years ended December
31, 1997 and during the interim period subsequent thereto until its
consultations with KPMG described above, the Company had not consulted with KPMG
with respect to the application of accounting principles to any specified
transactions or the specific type of audit opinion that might be rendered on the
Company's financial statements, and no written report or oral advice was given
to the Company other than a general discussion of proposed services and
anticipated fees, nor did the Company consult with KPMG during such period with
respect to the subject of any disagreement under Rule 304(a)(1)(iv) or
reportable event under Rule 304(a)(1)(v).
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
None required.
(b) Pro Forma Financial Information.
None required.
(c) Exhibits.
The following are furnished as exhibits to this report:
99.1 Current Report on Form 8-K of the Registrant filed with the
Commission on May 4, 1998 (incorporated by reference herein in
the entirety).
99.2 News Release issued on May 6, 1998 by the Registrant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
TRANSCRYPT INTERNATIONAL, INC.
Date: May 12, 1998 By: /s/ Jeffery L. Fuller
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Jeffery L. Fuller
Chief Executive Officer
(Principal executive officer and duly
authorized signatory)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Current Report on Form 8-K of the Registrant filed with
the Commission on May 4, 1998 (incorporated by reference
herein in the entirety).
99.2 News Release issued on May 6, 1998 by the Registrant.
</TABLE>
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EXHIBIT 99.2
TRANSCRYPT INTERNATIONAL APPOINTS KPMG PEAT MARWICK
AS NEW INDEPENDENT AUDITORS
Transcrypt International, Inc. (Nasdaq: TRIIE) announced today that it
has engaged KPMG Peat Marwick LLP as its independent auditors for the fiscal
years ended December 31, 1997, 1996 and 1995. KPMG Peat Marwick LLP replaces
Coopers & Lybrand LLP, which resigned as the Company's independent auditors
April 24, 1998, and withdrew its previously issued auditors' reports for the
fiscal years ended December 31, 1996 and 1995.
Transcrypt International, Inc. manufactures information security and
wireless communications products that prevent the unauthorized interception of
sensitive voice and data communication. With the acquisition of E.F. Johnson
Company in July 1997, Transcrypt has more than 800 dealers and distributors in
108 countries worldwide and ranks as the third largest manufacturer of land
mobile radios in the U.S.
CONTACT: Sandra Sternberg, or Brenda Adrian, Sitrick And Company, 310- 788-2850;
Jeffrey L. Fuller, or Craig J. Huffaker, Transcrypt International, Inc.,
402-474-4800
