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As filed with the Securities and Exchange Commission on October 27, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRANSCRYPT INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 47-0801192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4800 NW 1ST STREET
LINCOLN, NEBRASKA 68521
(Address of Principal Executive Offices and Zip Code)
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TRANSCRYPT INTERNATIONAL, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
(Full Title of the Plan)
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MICHAEL E. JALBERT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
TRANSCRYPT INTERNATIONAL, INC.
4800 NW 1ST STREET
LINCOLN, NEBRASKA 68521
(Name and address of agent for service)
(402) 474-4800
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
WILLIAM T. QUICKSILVER, ESQ.
MANATT, PHELPS & PHILLIPS, LLP
11355 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(310) 312-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) per Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 100,000 $1.0625 $106,250.00 $28.05
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(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares of
Common Stock as may become available under the Registrant's 1999
Non-Employee Director Stock Purchase Plan as a result of the adjustment
provisions thereof.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457, based upon the average of the
high and low price of the Common Stock as reported on the NASD OTC
Bulletin Market on October 25, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act"), and are
incorporated herein by reference.
Item 1. PLAN INFORMATION *
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities Act")
and the Introductory Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Transcrypt International,
Inc. (the "Registrant") with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the latest
fiscal year covered by the Annual Report referred to in (a)
above; and
(c) The description of the class of securities contained in the
Registrant's Registration Statement on Form 8-A, as amended,
as declared effective by the Commission on January 22, 1997,
filed under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, the directors and officers of the Registrant are
entitled, under certain circumstances, to be indemnified by the Registrant
against all expenses and liabilities incurred or imposed upon them as a result
of suits brought against them as such directors and officers, if they act in
good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal action
or proceeding, have no reasonable cause to believe their conduct was unlawful,
except that no indemnification shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable
to the Registrant, unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
they are fairly and reasonably entitled to be indemnified for such expenses
which such court shall deem proper. Any such indemnification may be made by the
Registrant only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable statutory standard of conduct.
Article Eight of the Registrant's Second Amended and Restated
Certificate of Incorporation, as amended, provides that a director shall not be
liable to the Registrant or its stockholders for monetary damages for a breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the Delaware statutory provisions making
directors personally liable for unlawful dividends or unlawful stock
repurchases or redemptions or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by Delaware law. The
Registrant has also entered into indemnification agreements with its directors
and officers. The indemnification agreements may require the Registrant, among
other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature) and to advance their expenses incurred as a result of any proceedings
against them as to which they could be indemnified.
The Registrant maintains a standard policy of officers' and directors'
liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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Item 8. EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Andrew Massey, Counsel of Transcrypt International, Inc.
23.1 Consent of Andrew Massey (see Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (see page 6)
99.1 Transcrypt International, Inc. 1999 Non-Employee Director Stock Purchase Plan
</TABLE>
Item 9. UNDERTAKINGS
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in the post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
b. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lincoln, State of Nebraska, on this 25th day of
September 2000.
TRANSCRYPT INTERNATIONAL, INC.
By /s/ Michael E. Jalbert
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Michael E. Jalbert
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Michael E. Jalbert and Massoud
Safavi his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Commission, granting unto each said attorney-in-fact and
agent with full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereon.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Michael E. Jalbert Chairman of the Board and Chief Executive September 25, 2000
------------------------ Officer (Principal Executive Officer)
Michael E. Jalbert
/s/ Massoud Safavi Director and Chief Financial Officer September 25, 2000
------------------------ (Principal Financial and Accounting Officer)
Massoud Safavi
/s/ Edward H. Bersoff Director September 25, 2000
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Edward H. Bersoff
/s/ Michael Z. Kay Director September 25, 2000
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Michael Z. Kay
/s/ Thomas R. Thomsen Director September 29, 2000
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Thomas R. Thomsen
/s/ Winston J. Wade Director September 25, 2000
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Winston J. Wade
</TABLE>
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TRANSCRYPT INTERNATIONAL, INC.
FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Andrew Massey, Counsel of Transcrypt International, Inc.
23.1 Consent of Andrew Massey (see Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (see page 6)
99.1 Transcrypt International, Inc. 1999 Non-Employee Director Stock Purchase Plan
</TABLE>
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