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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
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): JUNE 8, 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 5. Other Events.
On June 8, 1998, Transcrypt International, Inc. issued two press
releases, which are filed herewith as Exhibits 99.1 and 99.2 and are
incorporated herein by reference.
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 Press release of Registrant announcing resignation of Chief
Executive Officer.
99.2 Press release of Registrant announcing management restructuring.
1
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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: June 8, 1998 By: /s/ JOHN T. CONNOR
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John T. Connor
Interim Chief Executive Officer
(Principal executive officer and
duly authorized signatory)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
99.1 Press release of Registrant announcing resignation of Chief
Executive Officer.
99.2 Press release of Registrant announcing management restructuring.
</TABLE>
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
For Further Information:
Contact:
Craig J. Huffaker, Chief Financial Officer,
or Jim Stark, Director, Investor Relations
402-474-4800
TRANSCRYPT INTERNATIONAL CEO RESIGNS
JUNE 8, 1998 Lincoln, Nebraska. Transcrypt International, Inc. announced
today that Jeffrey L. Fuller submitted his resignation as President and CEO of
the Company and resigned his position on the Board of Directors. The Board
accepted Mr. Fuller's resignation. John T. Connor, Chairman of the Board, said:
"Jeff made many valuable contributions to Transcrypt, and we wish him the best
in his future endeavors."
Transcrypt International, Inc. manufactures information security and
wireless communication products that prevent the unauthorized interception on
sensitive voice and data communication.
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EXHIBIT 99.2
PRESS RELEASE
FOR IMMEDIATE RELEASE
For Further Information:
Contact:
Craig J. Huffaker, Chief Financial Officer,
or Jim Stark, Director, Investor Relations
402-474-4800
TRANSCRYPT INTERNATIONAL RESTRUCTURES MANAGEMENT
JUNE 8, 1998 Lincoln, Nebraska. Transcrypt International, Inc. announced
today that the Board of Directors has appointed a committee, chaired by
Director, Dr. Thomas Thomsen, former President of AT&T Technologies, to conduct
a nationwide search to name a permanent Chief Executive Officer. John T. Connor,
Chairman of Transcrypt, has been named interim CEO. Mr. Connor served as
Chairman and CEO of Transcrypt for 6 years until July 1997 when he became
Chairman of the Board.
Mr. Ed L. Osborn was elected Acting President and Chief Operating
Officer. Mr. Osborn was previously Senior Vice President of Marketing and Chief
Operating Officer and joined the Company in April after 20 years in sales and
marketing roles at Westinghouse, Harris, General Electric and Motorola.
The Company has also hired Mr. Christopher S. Litras as Vice President
of Human Resources. Mr. Litras was formerly Vice President of Human Resources
for Mansfield/Dover Operations of ARMCO, Inc. and brings to Transcrypt over 20
years experience in human resource management. James E. Stark also joins the
management team as Director, Investor Relations. Mr. Stark has served as
Director, Investor Relations for Greyhound Lines and in other corporate finance
positions with Greyhound and America West Airlines.
The Audit Committee's independent counsel investigation will continue
until the Company's financial audit that is being conducted by KPMG Peat Marwick
LLP comes to a conclusion. The audit of the Company's 1997 financial statements
and the re-audit of the Company's 1995 and 1996 financial statements by Peat
Marwick is expected to be completed by the end of June 1998. "When the audit is
complete, we will announce the restatements of our financials and any other
information appropriate from the independent counsel investigation," said John
Connor. In addition, the Company has also filed an appeal with the Nasdaq Stock
Market in response to Nasdaq's delisting decision made on May 11, 1998.
Transcrypt International, Inc., manufactures information security and
wireless communication products that prevent the unauthorized interception on
sensitive voice and data communication.
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This press release contains forward-looking statements pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are subject to various risks and uncertainties, including the
timing of completion of the Peat Marwick audit.
