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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC File Number Cusip Number
0-21681 89363A 10 1
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F
[ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1998
_________________________________________________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________
_________________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
_________________________________________________
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
_________________________________________________
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 Rule 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;
[ ] (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
[ ] (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 Quarterly Report on Form 10-Q for the Quarter Ended March 31,
1998 will not be filed by the Registrant within the period prescribed for such
report. As a result of certain recent events, the Registrant has determined
that it may be necessary to make adjustments to certain of its previously issued
financial statements. In connection therewith, the Registrant is continuing to
evaluate issues regarding certain complex accounting principles, which issues
have not yet been resolved by the Registrant or its newly engaged independent
auditors. Coopers & Lybrand L.L.P. resigned as the Registrant's independent
auditors effective April 24, 1998, and the Registrant engaged KPMG Peat Marwick
LLP as its new independent auditors effective May 5, 1998. Accordingly, the
Registrant is not yet able to complete the preparation of its financial
statements for the first quarter of 1998 or its Report on Form 10-Q for such
quarter. The precise filing date of the Report on Form 10-Q remains uncertain.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Jeffery L. Fuller
Chief Executive Officer
(402) 474-4800
(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).
[ ] Yes [X] No
The Registrant's Form 10-K for Fiscal Year Ended December 31, 1997
has not yet been filed.
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(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.
As a result of recent events, the Registrant has determined that it
may be necessary to make adjustments to certain of its previously
issued financial statements. In connection therewith, the Registrant
is continuing to evaluate issues regarding certain complex accounting
principles, which issues have not yet been resolved by the Registrant
or its newly engaged independent auditors. Accordingly, the Registrant
cannot at this time make a reasonable estimate of the change in its
results of operations for the first quarter of 1998 compared to the
corresponding period for 1997.
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Transcrypt International, Inc. has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: May 15, 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 representatives authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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