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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2001

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission file number: 0-21681

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TRANSCRYPT INTERNATIONAL, INC.(Exact name of Registrant as specified in its charter)

Delaware

47-0801192(State or other jurisdiction
of incorporation or organization)

(I.R.S. Employee
Identification No.)


4800 NW 1st Street
Lincoln, Nebraska 68521(Address of principal executive offices) (Zip Code)

Registrant's
telephone number, including area code:(402) 474-4800

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share
(Title of Class)

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes /x/    No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / /

The
aggregate market value of the voting and non-voting Common Stock held by non-affiliates of the Registrant, based upon the last sale price of the Common Stock on April 26,
2002, as reported in the Over the Counter Bulletin Board market was approximately $19,675,000. Shares of Common Stock held by each executive officer and director and each person owning more than 5% of
the outstanding Common Stock of the Registrant have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. Number of shares outstanding of the Registrant's Common Stock, as of April 26, 2002: 17,577,315.

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Transcrypt International ("Transcrypt") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the year ended December 31, 2001
(the "Form 10-K") filed with the SEC on March 7, 2002 for the purpose of including Part III, Item 10 (Directors and Executive Officers of the Registrant), Item 11 (Executive Compensation), Item
12 (Security Ownership of Certain Beneficial Owners and Management) and Item 13 (Certain Relationships and Related Transactions).

Part III

Item 10Directors and Executive Officers of the Registrant

Directors

The following are the biographies of our current directors.

|Name and Age                            |  | Principal Occupation and Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Class I DirectorsTerms expire in 2003:
|Edward H. Bersoff (59)                  |  | Dr. Bersoff has served as a director of Transcrypt since June 1999. Dr. Bersoff serves as Chief Executive Officer and Chairman of the Board of Directors of Re-route Corporation, an e-mail address management solutions
provider. Previously, Dr. Bersoff served as BTG's President, Chief Executive Officer, and Chairman of the Board of Directors since the Company's founding in 1982. BTG was recently acquired by the Titan Corporation. Dr. Bersoff also serves as a
director of Titan Corporation, Phillips International, Inc., the Potomac Bank of Virginia, New York University, the Inova Health System, the Wolf Trap Foundation, and the Eugene and Agnes E. Meyer Foundation. Dr. Bersoff earned a PhD in mathematics
from New York University and completed the Owner/President Management Program at Harvard Business School. Dr. Bersoff holds the position of Distinguished Professor at George Mason University.
|Winston J. Wade (63)                    |  | Mr. Wade has served as a director of Transcrypt since July 1996. Effective February 1999, Mr. Wade retired as Chief Executive Officer and Chief Operating Officer of Binariang-Malaysia, a joint venture of MediaOne for which he served since January of
1997. From February to December 1996, he served as managing director of BPL U.S. West Cellular in India. From 1963 to 1996, he held various positions with Northwestern Bell, AT&T, and U.S. West Communications. Mr. Wade also serves as a director
of the University of Nebraska Foundation, AmeritasAcacia Life Insurance Company, and SCC Communications.                                                                                                                                                                                                                                                                                                              
|Class II DirectorTerm expires in 2004:
|Thomas R. Thomsen (66)                  |  | Mr. Thomsen has served as a director of Transcrypt since July 1995. Between August 1995 and November 1999, he served as Chairman of the Board of Directors and Chief Executive Officer of Lithium Technology Corporation
("LTC"), a public company that manufactures rechargeable batteries. Mr. Thomsen had served as a director of LTC since February 1995. In January 1990, Mr. Thomsen retired as President of AT&T Technologies, after holding numerous senior management
positions including director of Sandia Labs, Western Electric (Lucent Technologies), AT&T Credit Corp. and Oliveti Inc. Mr. Thomsen currently serves as a director of the Ilion Corporation, the Pioneer Foundation, and the Executive Committee of
the University of Nebraska Technology Park. Mr. Thomsen is currently retired.                                                                                                                     

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|Class III DirectorsTerms expire in 2002:
|-----------------------------------------
|Michael E. Jalbert (57)                  
|Massoud Safavi (49)                      

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Executive Officers

The following are the biographies of our current executive officers, except for Mr. Jalbert, our President and CEO, and Mr. Massoud Safavi, our
Senior Vice President and Chief Financial Officer, whose biographies are included under "Directors."

|Name and Age           |  | Principal Occupation and Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dennis E. Blaine (52)  |  | Mr. Blaine joined Transcrypt in November 2000, and is currently the Vice President and General Manager of Transcrypt Secure Technologies division. Prior to joining Transcrypt, Mr. Blaine was Acting Vice President of
Business Development for Advanced Business Sciences, Inc., a provider of wireless security solutions. From 1996 to 1999, Mr. Blaine was Senior Vice President of Global Business Development for the Sitel Corporation.              
|David L. Hattey (42)   |  | Mr. Hattey joined Transcrypt in April 2000, and is currently the President and General Manager of EFJohnson Company. Prior to joining Transcrypt, Mr. Hattey was Vice President of Operations for RACOM Corporation, a provider of digital wireless
networking solutions. From 1996 to 1997, Mr. Hattey was a Vice President with Ericsson, Inc.                                                                                                             
|R. Andrew Massey (32)  |  | Mr. Massey, an attorney, joined Transcrypt in December 1997 and has served as Corporate Secretary since June 1998. From November 1995 to July 1997, he served as a legal assistant to the Nebraska Public Service Commission.                                                                                                                                                                                                                                
|Nancy E. Morrison (50) |  | Mrs. Morrison joined Transcrypt in October 1999, and is currently the Vice President of Human Resources. Prior to joining Transcrypt, Mrs. Morrison provided human resources consulting services to manufacturing companies. From 1995 to 1999, Mrs.
Morrison was Director and Vice President of Human Resources for HR Solutions.                                                                                                                           
|Terry A. Watkins (51)  |  | Mr. Watkins joined Transcrypt in May 2001, and is currently the Corporate Controller. Prior to joining Transcrypt, from August 1997 until April 2001, Mr. Watkins was self-employed as a financial consultant. From April 1992 until July 1996, Mr.
Watkins was the Executive Vice President and Chief Financial Officer of U.S. Transportations Systems, Inc., a publicly held company engaged in various aspects of transportation. Mr. Watkins is a C.P.A.

Did Directors, Executive Officers, and Greater-Than-10% Stockholders Comply With Section 16(a) Beneficial Ownership
Reporting in 2001?

Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires our directors, executive officers, and greater-than-10%
stockholders to file reports with the SEC reflecting changes in their beneficial ownership of Transcrypt common stock and to provide us with copies of the reports. Based on our review of these reports
and certifications furnished by each of the reporting persons, we believe that all of these reporting persons complied with their filing requirements for 2001 except for one failure to file a
timely Form 3 for each of Dennis E. Blaine, David L. Hattey, Nancy E. Morrison and Terry A. Watkins.

Item 11Executive Compensation

Meeting Fees.In 2001, we paid our non-employee directors a fee of:



The
aggregate amount in fees we paid to our non-employee directors in 2001 was $103,000. In addition, our directors are eligible to participate in the 1996 Stock Incentive
Plan. Between November 2000 and January 2001, Transcrypt repriced the options previously granted to directors of Transcrypt by granting replacement options to such persons to acquire a
total of 43,106 shares of Transcrypt's common stock at an exercise price of $.656 per share, which was above the then-market value. Of the 43,106 common stock shares that were repriced for

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directors of Transcrypt, 33,106 shares of common stock were repriced in 2001. All of the repriced options have an exercise price of $.656 per share, which was above the then-market value.
The repriced options started a new five (5) year vesting schedule.

Expenses and Benefits.We reimburse all directors for out-of-pocket and
travel expenses incurred in attending Board meetings.

ExecutiveCompensation

The following table shows the compensation paid during the last three years (or for such shorter period that we employed the individual) of our chief executive
officer and the three other most highly compensated officers who earned salary and bonus compensation in excess of $100,000 during 2001 (the "Named Executive Officers").

Summary Compensation Table

|                                                                                                              |  | Annual Compensation |  |   |                         | 
|------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | - | ----------------------- | 
|
|
|Michael E. Jalbert
    President, Chairman and
    Chief Executive Officer(2)                                 |  | 2001
2000
1999      |  | $ | 294,996
294,996
243,939 | 
|Massoud Safavi
    Chief Financial Officer(10)                                                                |  | 2001
2000
1999      |  |   | 200,000
200,000
39,231  | 
|David L. Hattey
    President, EFJohnson Company(18)                                                          |  | 2001
2000
1999      |  |   | 175,000
124,523
N/A     | 
|Dennis E. Blaine
    Senior Vice President and
    General Manager of Transcrypt
    Secure Technologies(24)  |  | 2001                |  |   | 135,693                 | 
|George R. Spiczak
    Senior Vice President and
    General Manager of Transcrypt
    Secure Technologies(27) |  | 2001
2000
1999      |  |   | 104,326
175,000
129,231 | 

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Option Grants in Last Fiscal Year

|                   |  | Individual Grants |        |          |    |  
|------------------ |  | ----------------- | ------ | -------- | -- | -
|
|
|
|
|Michael E. Jalbert |  | 400,000           | (2)    | 42.7     | %  | $
|Michael E. Jalbert |  | 200,000           | (3)    | 21.4     | %  |  
|Massoud Safavi     |  |                  |        |         |    |  
|David L. Hattey    |  | 25,000            | (4)    | 2.7      | %  |  
|Dennis E. Blaine   |  | 10,000
20,000     | (4)(4) | 1.1
2.1  | %% |  
|George R. Spiczak  |  | 8,750             | (5)    | 1.0      | %  |  
|                   |  | 50,000
100,000    | (5)(5) | 5.3
10.7 | %% |  

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The
following table sets forth the number and value of stock options held by the Named Executive Officers at December 31, 2001.

Fiscal Year-End Option Value Table

|                   |  |   |  |   |  | Number of Unexercised Options at Year-End |  | Value of Unexercised
In-the-Money Options at Year-End(1)
|------------------ |  | - |  | - |  | ----------------------------------------- |  | --------------------------------------------------------
|
|
|
|Michael E. Jalbert |  |  |  |  |  | 380,000                                   |  | 220,000                                                 
|Massoud Safavi     |  |  |  |  |  | 119,999                                   |  | 80,001                                                  
|David L. Hattey    |  |  |  |  |  | 20,000                                    |  | 105,000                                                 
|Dennis E. Blaine   |  |  |  |  |  | 0                                         |  | 30,000                                                  
|George R. Spiczak  |  |  |  |  |  |                                          |  |                                                        

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Employment Agreements, Termination of Employment and Change of Control Provisions

On March 1, 1999, we entered into an Employment Agreement with Michael E. Jalbert, our Chairman, President, and CEO for a term beginning on March 1,
1999 and ending March 1, 2001. The Employment Agreement was automatically renewed for an additional two-year period. The agreement sets forth a base salary of $295,000 per year and
provides for an annual bonus in an amount targeted at 50% of base salary, if Transcrypt meets or exceeds certain performance objectives set by the Board of Directors. The agreement provides for
certain benefits to Mr. Jalbert, including paid vacations, car allowance, participation in our qualified profit sharing plans, and employee group and disability insurance. Additionally,
Mr. Jalbert was paid a signing bonus of $150,000 and received an additional bonus of $100,000 on the first anniversary of his employment date. The agreement provides for the grant to
Mr. Jalbert of 400,000 stock options of which 25% vest immediately and 25% vest on each subsequent anniversary of his employment over the next 3 years.

In
the event of termination of the Employment Agreement after a change in control, as defined in the agreement: (1) all of Mr. Jalbert's unvested options shall vest
immediately; (2) Transcrypt shall pay Mr. Jalbert a lump sum severance payment equal to three years of base salary and will consider providing a transaction bonus; and
(3) Mr. Jalbert will continue to receive all benefits for one year after termination. A change in control is defined in the agreement as a change in the ownership of Transcrypt or a
sale, assignment or transfer of all or substantially all of its assets which results in a forced change in the majority of the Board of Directors. The Employment Agreement provided for
Mr. Jalbert to enter concurrently into a separate Confidentiality and Non-Compete Agreement, effective during the term of the agreement.

On
September 10, 1999, we entered into an Employment Agreement with Massoud Safavi, our Senior Vice President, and Chief Financial Officer for a term beginning on
October 15, 1999 and ending October 15, 2001. Transcrypt gave Mr. Safavi notice that it did not intend to renew the agreement in accordance with the terms of the agreement, which
terminated as of October 15, 2001. Transcrypt did provide assurances to Mr. Safavi that in the event of termination of Mr. Safavi's employment with Transcrypt, Transcrypt shall
pay Mr. Safavi a lump sum severance payment equal to one year of base salary.

On
November 21, 2000, Transcrypt amended its standard option agreement, as permitted by the 1996 Stock Incentive Plan, to provide for acceleration of all options within fifteen
days of the occurrence of a change of control event, as defined in the agreement.

On
July 27, 2001, Transcrypt extended an interest free loan to EFJohnson's President, David L. Hattey, in the principal amount of $40,000.

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Item 12Security Ownership of Certain Beneficial Owners and Management

The following table shows, as of April 29, 2002, all persons we know to be "beneficial owners" of more than five percent of Transcrypt's outstanding common
stock.

Name and Address of Beneficial Owner

Number of Shares
Beneficially Owned(1)

Percent of Class(2)John T. Connor II
1281 Gulf of Mexico Drive
Longboat Key, Fl 34228-4626

894,097
(3)
5.1
%Janice K. Connor
1281 Gulf of Mexico Drive
Longboat Key, Fl 34228-4626

894,097
(4)
5.1
%


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How Much Stock is Owned by Directors and Executive Officers?

The following table shows, as of April 29, 2002, the Transcrypt common stock beneficially owned by our current directors and Named Executive Officers who
are included in the Summary Compensation Table on page 10 and are still employed with Transcrypt, and those shares of common stock owned by all executive officers and directors as a group.

Name of Beneficial Owner

Number of Shares
Beneficially Owned(1)

Percent of Class(2)Michael E. Jalbert

514,000
(3)
2.9
%Massoud Safavi

144,999
(4)
*David L. Hattey

20,000
(5)
*Dennis E. Blaine

6,000
(5)
*Thomas R. Thomsen

4,311
(6)
*Winston J. Wade

3,311
(5)
*Edward H. Bersoff

1,000
(5)
*All current executive officers and directors as a group (10 persons)

699,621
(7)
3.8
%


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Item 13Certain Relationships and Related Transactions

On January 7, 2000, Transcrypt extended an interest free loan to its Chief Executive Officer, Michael E. Jalbert, in the principal amount of $175,000. In
March 2001, Transcrypt forgave repayment of Mr. Jalbert's loan. All tax obligations associated with the loan are sole responsibility of Mr. Jalbert.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |  | TRANSCRYPT INTERNATIONAL, INC.
| |  | ------------------------------
| |  | By:                           
| |  | Dated April 29, 2002          
| |  | By:                           
| |  | Dated: April 29, 2002         

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