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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM
10-K/A
(Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-30821
 TELECOMMUNICATION SYSTEMS, INC.
  Maryland
    
    52-1526369(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)275 West Street, Annapolis, MD
    
    21401(Address of principal executive offices)
    
    (Zip Code)
 (410) 263-7616
   £ þ
 £ þ
 þ £
 £
  £ þ £
 £ þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Document
    
    Part of 10-K into which incorporatedDefinitive Proxy Statement
related to registrants Annual Meeting of Stockholders to be held on June 8, 2006
    
    Part III




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EXPLANATORY NOTE
   SIGNATURES
  TeleCommunication Systems, Inc.By:
    
    /s/ Maurice B. ToséMaurice B. ToséChief Executive Officer, President andChairman of the Board
  Name
    
    Title
    
    Date/s/ Maurice B. Tosé

Maurice B. Tosé
    
    Chief Executive
Officer, President
and Chairman of the
Board (Principal
Executive Officer)
    
    March 20, 2006/s/ Thomas M. Brandt, Jr.

Thomas M. Brandt, Jr.
    
    Chief Financial
Officer and Senior
Vice President
(Principal
Financial Officer)
    
    March 20, 2006/s/ Clyde A. Heintzelman
    
    Director
    
    March 20, 2006Clyde A. Heintzelman/s/ Richard A. Kozak
    
    Director
    
    March 20, 2006Richard A. Kozak/s/ Weldon H. Latham
    
    Director
    
    March 20, 2006Weldon H. Latham/s/ Byron F. Marchant
    
    Director
    
    March 20, 2006Byron F. Marchant




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EXHIBIT INDEX

|        |    |     |             |                                                                                                                                                                                                                                                                                                          
|------- | -- | --- | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |            
|Numbers |    |     | Description
|        |    |     |            
|        | 4  | .1  |             | Amended and Restated Articles of
    Incorporation. (Incorporated by reference to the companys
    Quarterly Report on Form 10-Q for the quarter ended June 30,
    2004)                                                                                                                               
|        | 4  | .2  |             | Second Amended and Restated Bylaws.
    (Incorporated by reference to the companys Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2004)                                                                                                                                               
|        | 4  | .3  |             | Form of Class A Common Stock
    certificate. (Incorporated by reference to the companys
    Registration Statement on Form S-1 (No. 333-35522))                                                                                                                                                        
|        | 4  | .5  |             | Warrants to Purchase Common Stock
    issued pursuant to the Securities Purchase Agreement for each of
    the investors party to the Securities Purchase Agreement dated
    January 13, 2004. (Incorporated by reference to the
    companys Current Report on Form 8-K filed on January 23,
    2004)
|        | 4  | .6  |             | Note Purchase Agreement dated March
    13, 2006 by and among the company and the Purchasers named
    therein                                                                                                                                                                                           
|        | 4  | .7  |             | Warrants to Purchase Common Stock
    issued pursuant to the Note Purchase Agreement dated March 13,
    2006 to each of the Purchasers named therein                                                                                                                                                    
|        | 4  | .8  |             | Notes issued pursuant to the Note
    Purchase Agreement dated March 13, 2006 to each of the
    Purchasers named therein                                                                                                                                                                                
|        | 4  | .9  |             | Registration Rights Agreement dated
    March 13, 2006 by and among the company and the Investors named
    therein                                                                                                                                                                                      
|        | 4  | .10 |             | Intellectual Property Security
    Agreement dated March 13, 2006 by and among the company, Bonanza
    Master Fund Ltd., as Agent, and the Secured Parties named therein                                                                                                                                
|        | 4  | .11 |             | Subordination Agreement dated March
    13, 2006 by and among the company, Silicon Valley Bank, and the
    Purchasers named therein                                                                                                                                                                     
|        | 10 | .1  |             | West Garrett Office Building Full
    service Lease Agreement dated October 1, 1997 by and between the
    company and West Garrett Joint Venture. (Incorporated by
    reference to the companys Registration Statement on Form
    S-1 (No. 333-35522))                                               
|        | 10 | .2 |             | Form of Indemnification Agreement.
    (Incorporated by reference to the companys Registration
    Statement on Form S-1 (No. 333-35522))                                                                                                                                                               
|        | 10 | .3 |             | Fourth Amended and Restated 1997
    Stock Incentive Plan. (Incorporated by reference to Appendix A
    to the companys definitive proxy statement for its 2004
    Annual Meeting of stockholders as filed with the SEC on June 17,
    2004 (No. 000-30821))                                          
|        | 10 | .4 |             | Employee Stock Purchase Plan.
    (Incorporated by reference to the companys Registration
    Statement on Form S-1 (No. 333-35522))                                                                                                                                                                    
|        | 10 | .5 |             | Optionee Agreement dated October 1,
    1997 by and between the company and Richard A. Young.
    (Incorporated by reference to the companys Registration
    Statement on Form S-1 (No. 333-35522))                                                                                                    
|        | 10 | .6 |             | Optionee Agreement dated July 29,
    1998 by and between the company and Richard A. Young.
    (Incorporated by reference to the companys Registration
    Statement on Form S-1 (No. 333-35522))                                                                                                      
|        | 10 | .7 |             | Optionee Agreement dated October 1,
    1997 by and between the company and Thomas M. Brandt, Jr.
    (Incorporated by reference to the companys Registration
    Statement on Form S-1 (No. 333-35522))                                                                                                
|        | 10 | .8 |             | Optionee Agreement dated July 29,
    1998 by and between the company and Thomas M. Brandt, Jr.
    (Incorporated by reference to the companys Registration
    Statement on Form S-1 (No. 333-35522))                                                                                                  
|        | 10 | .9 |             | Optionee Agreement dated April 1,
    1999 by and between the company and Thomas M. Brandt, Jr.
    (Incorporated by reference to the companys Registration
    Statement on Form S-1 (No. 333-35522))                                                                                                  





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|        |    |      |             |                                                                                                                                                                                                                               
|------- | -- | ---- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |      |            
|Numbers |    |      | Description
|        |    |      |            
|        | 10 | .10 |             | 401(k) and Profit Sharing Plan of
    the company dated January 1, 1999. (Incorporated by reference to
    the companys Registration Statement on Form S-4
    (No. 333-51656))                                              
|        | 10 | .11 |             | Employment Agreement dated February
    1, 2001 by and between the company and Richard A. Young.
    (Incorporated by reference to the companys Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2001)  
|        | 10 | .12 |             | Employment Agreement dated February
    1, 2001 by and between the company and Thomas M. Brandt.
    (Incorporated by reference to the companys Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2001)  
|        | 10 | .13 |             | Employment Agreement dated February
    1, 2001 by and between the company and Drew A. Morin.
    (Incorporated by reference to the companys Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2001)     
|        | 10 | .14 |             | Employment Agreement dated February
    1, 2001 by and between the company and Timothy J. Lorello.
    (Incorporated by reference to the companys Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2001)
|        | 10 | .15 |             | Services Integration Agreement
    dated January 31, 2002 by and between the company and Hutchison
    3G. (Incorporated by reference to the companys Annual
    Report on Form 10-K for the year ended December 31, 2001)   
|        | 10 | .16  |             | Deed of Lease by and between
    Annapolis Partner, LLC and the company. (Incorporated by
    reference to the companys Annual Report on Form 10-K for
    the year ended December 31, 2002)                                 
|        | 10 | .17 |             | Restricted stock award certificate
    to Mr. Thomas M. Brandt, Jr. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                               
|        | 10 | .18 |             | Restricted stock award certificate
    to Mr. Thomas M. Brandt, Jr. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                               
|        | 10 | .19 |             | Restricted stock award certificate
    to Mr. Clyde A. Heintzelman. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                               
|        | 10 | .20 |             | Restricted stock award certificate
    to Mr. Richard A. Kozak. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                   
|        | 10 | .21 |             | Restricted stock award certificate
    to Mr. Weldon H. Latham. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                   
|        | 10 | .22 |             | Restricted stock award certificate
    to Mr. Timothy J. Lorello. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                 
|        | 10 | .23 |             | Restricted stock award certificate
    to Mr. Timothy J. Lorello. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                 
|        | 10 | .24 |             | Restricted stock award certificate
    to Mr. Bryon F. Marchant. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                  
|        | 10 | .25 |             | Restricted stock award certificate
    to Mr. Drew A. Morin. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                      
|        | 10 | .26 |             | Restricted stock award certificate
    to Mr. Drew A. Morin. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                      
|        | 10 | .27 |             | Restricted stock award certificate
    to Mr. Maurice B. Tosé. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                    
|        | 10 | .28 |             | Restricted stock award certificate
    to Mr. Maurice B. Tosé. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                    
|        | 10 | .29 |             | Restricted stock award certificate
    to Mr. Kevin M. Webb. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                      
|        | 10 | .30 |             | Restricted stock award certificate
    to Mr. Kevin M. Webb. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                      
|        | 10 | .31 |             | Restricted stock award certificate
    to Mr. Richard A. Young. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                   





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|        |    |      |             |                                                                                                                                                                                                                                                            
|------- | -- | ---- | ----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |      |            
|Numbers |    |      | Description
|        |    |      |            
|        | 10 | .32 |             | Restricted stock award certificate
    to Mr. Richard A. Young. (Incorporated by reference to the
    companys Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2003)                                                                
|        | 10 | .33  |             | Registration Rights Agreement dated
    as of December 18, 2003 by and among the company and the
    investors party to the 2003 SPA. (Incorporated by reference to
    Exhibit 10 to the companys Current Report on Form 8-K
    dated December 18, 2003)
|        | 10 | .34  |             | Trademark License Agreement by and
    among Aether, TSYS and the company dated as of January 13, 2004.
    (Incorporated by reference to the companys Current Report
    on Form 8-K filed on January 23, 2004)                                          
|        | 10 | .35  |             | Registration Rights Agreement by
    and between the company and Aether dated as of January 13, 2004.
    (Incorporated by reference to the companys Current Report
    on Form 8-K filed on January 23, 2004)                                            
|        | 10 | .36 |             | Amended and Restated Loan and
    Security Agreement by and between the company and Silicon Valley
    Bank. (Incorporated by reference to the companys Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2004)                       
|        | 10 | .37  |             | Restricted stock award certificate
    to Mr. Clyde A. Heintzelman                                                                                                                                                                                         
|        | 10 | .38  |             | Restricted stock award certificate
    to Mr. Richard A. Kozak                                                                                                                                                                                             
|        | 10 | .39  |             | Restricted stock award certificate
    to Mr. Weldon F. Latham                                                                                                                                                                                             
|        | 10 | .40  |             | Restricted stock award certificate
    to Mr. Byron F. Marchant                                                                                                                                                                                            
|        | 12 | .1   |             | Supplemental Financial Statement
    Schedule II                                                                                                                                                                                                           
|        | 21 | .1   |             | Subsidiaries of the Registrant                                                                                                                                                                                                                             
|        | 23 | .1   |             | Consent of Ernst & Young LLP                                                                                                                                                                                                                               
|        | 23 | .2   |             | Consent of James & Cowper                                                                                                                                                                                                                                  
|        | 31 | .1   |             | Certification of the Chief Executive
Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                 
|        | 31 | .2   |             | Certification of the Chief Financial
Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                 
|        | 32 | .1   |             | Certification of the Chief Executive
Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                 
|        | 32 | .2   |             | Certification of the Chief Financial
Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                 
|        | 99 | .01  |             | Report of Independent Auditors-
    James & Cowper                                                                                                                                                                                                         






|  |                                                                                                                                                                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Management contract, compensatory plans or arrangement required
    to be filed as an exhibit pursuant to Item 15(a)(3) of
    Form 10-K.                                                                                                                                   
| 
| | Confidential treatment has been requested for certain portions
    of this Exhibit pursuant to Rule 24b-2 of the Securities
    Exchange Act of 1934, as amended, which portions have been
    omitted and filed separately with the Securities and Exchange
    Commission.