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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): JULY 8, 1999
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 July 8, 1999, Transcrypt International, Inc. (the
"Company") issued a press release announcing that a memorandum of understanding
has been signed with lead plaintiffs' counsel to settle the pending stockholder
class action suits against the company and certain of its current and former
officers in the United States District Court of Nebraska and the District Court
for Scotts Bluff County, Nebraska. A copy of the Company's press release is
attached as Exhibit 99.1.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
The following are furnished as exhibits to this report:
99.1 News Release issued on July 8, 1999 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: July 13, 1999 By: /s/ CRAIG J. HUFFAKER
Craig J. Huffaker
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 News Release issued on July 8, 1999 by the Registrant.
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
For Further Information:
Contact: Jim Stark
Director, Investor Relations
(402) 479-8306
TRANSCRYPT SIGNS MOU TO SETTLE CLASS ACTION LAWSUITS
LINCOLN, NEBRASKA, JULY 8, 1999 -- Transcrypt International, Inc. (OTC
Bulletin Board: TRII) today announced that a memorandum of understanding has
been signed with lead plaintiffs' counsel to settle the pending stockholder
class action suits against the company and certain of its current and former
officers in the United States District Court of Nebraska and the District
Court for Scotts Bluff County, Nebraska. The principal terms of the
memorandum of understanding require the establishment of a settlement fund
consisting of (a) 4,460,000 shares of Transcrypt common stock and (b) at
least $3,850,000 and up to $8,850,000 to be paid by Transcrypt's insurance
carriers (depending on the outcome of an arbitration between plaintiffs and
one of the insurance carriers). Transcrypt would also pay $2,000,000 to the
class if there is a purchase of Transcrypt by acquisition or merger that
occurs within 18 months of the signing of the memorandum of understanding.
The proposed settlement is subject to a number of contingencies, including
the court approval of a definitive agreement.
"We are pleased that we have reached this resolution of the class action
lawsuits. It is a well-structured solution that allows Transcrypt to move
forward," said Mike Jalbert, Transcrypt Chairman, President and Chief
Executive Officer.
Transcrypt International, Inc. designs and manufactures information security
products that prevent the unauthorized interception of sensitive voice
communications. The company's EFJohnson subsidiary designs, manufactures and
markets trunked and conventional radio systems, stationary land mobile radio
transmitters/receivers and mobile and portable radios.
Statements contained herein, which are not historical facts, are forward
looking statements. The forward looking statements in this release are made
pursuant to the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995 and are dependent on certain risks and uncertainties,
including such factors, among others, as the ability to obtain the necessary
court approval of the proposed settlement.
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