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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 0-21681
Cusip Number
FORM 12b-25 89363A 10 1
NOTIFICATION OF LATE FILING
(Check One): [X]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
[ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRANT INFORMATION
Transcrypt International, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
4800 NW 1st Street
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Address of Principal Executive Office (Street and Number)
Lincoln, Nebraska 68521
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and 10-KSB, 20-F,
11-K, 10-Q, and Form 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF
NEEDED)
The Registrant's Annual Report on Form 10-K will not be filed by Registrant
within the period prescribed for such report. As a result of certain
transactions that occurred during 1997, certain complex accounting principles
relating primarily to revenue recognition have not been resolved by the
Registrant's independent auditors, Coopers & Lybrand, and the Registrant.
Accordingly, the Registrant's independent auditors have not completed their
audit on the consolidated balance sheets of Registrant and subsidiaries as of
December 31, 1997, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years ended December
31, 1997. As of this date, senior management, the Board of Directors, outside
legal counsel and Coopers & Lybrand have not completed their review of the Form
10-K. Included as Exhibit 1 is the statement from Coopers & Lybrand.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jeffery L. Fuller 402 474-4800
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
------------------------------------------------[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report of portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Registrant expects to report a net loss for 1997, which includes a write-off
in the third quarter of 1997 of approximately $9.83 million of in-process
research and development costs acquired in the acquisition of E.F. Johnson
Company, in excess of the pro forma net loss of $2.15 million reported for
1996. As a result of certain transactions that occurred during 1997, certain
complex accounting principles relating primarily to revenue recognition have
not been resolved by Coopers & Lybrand and the Registrant. Accordingly, the
Registrant cannot make a reasonable estimate of the extent of the change in
results of operations for the year ending December 31, 1997 as compared with
the year ending December 31, 1996.
Transcrypt International, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 30, 1998 By /s/ Jeffery L. Fuller
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Jeffery L. Fuller
Chief Executive Officer
INSTRUCTIONS: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001)
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EXHIBIT INDEX
Exhibit 1 Letter from Coopers & Lybrand L.L.P.
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EXHIBIT 1
INDEPENDENT ACCOUNTANTS' STATEMENT
Transcrypt International, Inc.
4800 NW 1st Street
Lincoln, Nebraska 68521
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Transcrypt International, Inc. on or about
March 30, 1998, which contains notification of the registrant's inability to
file its Form 10-K by March 31, 1998. We have read the Company's statements
contained in Part III therein and we agree with the stated reasons as to why we
have been unable to complete our audit and report on the consolidated financial
statements for the year ended December 31, 1997, to be included in Form 10-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Lincoln, Nebraska
March 30, 1998
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