---

---

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

---

FORM 10-K/A

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

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

For the fiscal year ended December 31, 2000

OR

|/ / | 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

---

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)

---

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 March 16, 2001, as reported in the Over the Counter Bulletin Board market was approximately $2,579,278. 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 March 16, 2001: 14,342,123.

---

---

---



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, 2000 (the "Form 10-K") filed with the SEC on March 30, 2001 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

Class I Directors.The following are our current Class I directors. Their terms
expire in 2003:

|Name and Age           |  | Principal Occupation and Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Edward H. Bersoff (58) |  | Mr. Bersoff has served as a director of Transcrypt since June 1999. Mr. Bersoff has served as President, Chief Executive Officer, and Chairman of the Board of Directors of BTG, Inc. since founding the
company in 1982. BTG, Inc. is a publicly traded information systems and technical services company that assists public and private organizations with computer-based solutions to complex information technology issues. Dr. Bersoff serves as a
director of Phillips Publishing International, Inc.                                                                                                                          
|Winston J. Wade (62)   |  | 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 U.S. West International
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, Ameritas Variable life Insurance Company and Binariang-Malaysia.

2

---

Class II Directors.The following are our current Class II directors. Their terms
expire in 2001:

|Name and Age           |  | Principal Occupation and Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Thomas R. Thomsen (65) |  | 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, Lucent Technologies, AT&T Credit Corp. and Oliveti Inc. Mr. Thomsen also serves as a director of the University of Nebraska Technology Park. Mr.
 Thomsen is currently retired.
|Michael Z. Kay (61)    |  | Mr. Kay has served as a director of Transcrypt since May 2000. Since 1991, he served as President and Chief Executive Officer of LSG/Sky Chefs, a corporation that provides airline catering to major airlines. Mr. Kay also serves as a
director for Magnatrax and Sky Chefs.                                                                                                                                                                                                                                                                                                                                                                                                                              

Class III Directors.The following are our current Class III directors. Their
terms expire in 2002.

|Name and Age            |  | Principal Occupation and Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Michael E. Jalbert (56) |  | Mr. Jalbert was appointed to serve as a director upon his hiring as President and Chief Executive Officer of Transcrypt on March 1, 1999. Mr. Jalbert was elected Chairman of the Board of Directors on March
 25, 1999. Prior to joining Transcrypt, Mr. Jalbert served as President and Chief Executive Officer of Microdyne Corp., a Nasdaq listed company, from March 1997 to February 1999. From 1995 to 1997, Mr. Jalbert served as
President and Chief Executive Officer of IDB Communications. From 1992 to 1995, Mr. Jalbert was President of the CSD division of Diversey Corporation. Mr. Jalbert joined the Diversey Corporation from West Chemical Corporation, where he was
President and Chief Operating Officer from 1987 to 1992.
|Massoud Safavi (48)     |  | Mr. Safavi was appointed to serve as a director upon his hiring as Senior Vice President and Chief Financial Officer of Transcrypt in October 1999. Prior to joining Transcrypt, Mr. Safavi served as Vice President and Chief Financial
Officer of Xerox Engineering Systems Inc. beginning in May 1999. In addition, Mr. Safavi served as the Chief Financial Officer for Microdyne Corp. from June 1997 to March 1999. Prior to joining Microdyne Corp., Mr.
 Safavi spent nine years with UNC, Inc. where he served as Assistant Treasurer, division Chief Financial Officer, as well as the Director of Audit. Mr. Safavi is a C.P.A. and C.M.A.                                                                                             

3

---

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 above under "Directors."

|Name and Age          |  | Principal Occupation and Business Experience                                                                                                                                                                                                                                                                          
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Scott W. Avery (40)   |  | Mr. Avery joined Transcrypt as Corporate Controller in December 1999. In January 2000, the Board of Directors appointed Mr. Avery to the position of Corporate Treasurer. Prior to joining Transcrypt,
Mr. Avery was Corporate Controller for Microdyne Corp.; formerly a Nasdaq listed Company. Mr. Avery is a C.P.A.
|David L. Hattey (41)  |  | Mr. Hattey joined Transcrypt as Senior Vice President and General Manager in April 2000. Prior to joining the Company, 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 (31) |  | 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.                                                                                         

Compliance With Section 16(a) Beneficial Ownership Reporting in 2000

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
2000 one failure to file a timely Form 3 for David L. Hattey and one failure to file a timely Form 5 for a grant of options to Mr. Hattey.

Item 11Executive Compensation

Board of DirectorsCompensation

Meeting Fees.In 2000, we paid our non-employee directors a fee of:



The
aggregate amount in fees we paid to our non-employee directors in 2000 was $73,000. In addition, our directors are eligible to participate in the 1996 Stock Incentive
Plan. We granted options to one non-employee director to purchase an aggregate of 5,000 shares in 2000 at an exercise price of $2.688 per share. Between November 2000 and
January 2001, the Company repriced the options previously granted to directors of the Company by granting replacement options to such persons to acquire a total of 43,106 of the Company's
common stock at 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.

4

---

Executive Officers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 five other most highly compensated officers who earned salary and bonus compensation in excess of $100,000 during 2000 (the "Named Executive Officers").

Summary Compensation Table

|                                                                                                  |  | Annual Compensation |  | Long-Term
Compensation
Awards Options |                        | 
|------------------------------------------------------------------------------------------------- |  | ------------------- |  | ------------------------------------- | ---------------------- | 
|
|
|Michael E. Jalbert
President, Chairman and Chief Executive Officer(2)                             |  | 2000
1999
1998      |  | $                                     | 294,996
243,939
N/A    | 
|Massoud Safavi
Chief Financial Officer(8)                                                         |  | 2000
1999
1998      |  | $                                     | 200,000
39,231
N/A     | 
|George R. Spiczak
Senior Vice President and General Manager of Transcrypt Secure Technologies(14) |  | 2000
1999
1998      |  | $                                     | 175,000
129,231
N/A    | 
|David L. Hattey
Vice President of Sales(19)                                                       |  | 2000
1998
1997      |  | $                                     | 124,523
N/A
N/A        | 
|Craig F. Szczutkowski
Senior Vice President(23)                                                   |  | 2000
1999
1998      |  | $                                     | 148,161
174,520
51,654 | 
|James Ridgell(27)
Senior Vice President                                                           |  | 2000                |  | $                                     | 158,846                | 

---

5

---

6

---

The
following table sets forth information concerning stock options granted to the Named Executive Officers during 2000.

Option Grants in Last Fiscal Year

|                      |  | Individual Grants |        | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(1)
|--------------------- |  | ----------------- | ------ | -------------------------------------------------------------------------------------------------
|
|
|
|Michael E. Jalbert    |  |                  |        |                                                                                                 
|Massoud Safavi        |  | 200,000           | (2)    | 25.3                                                                                             
|George R. Spiczak     |  | 8,750             | (3)    | 1.1                                                                                              
|David L. Hattey       |  | 100,000
100,000   | (4)(5) | 12.7
12.7                                                                                        
|Craig F. Szczutkowski |  | 50,000            | (6)    | 4.5                                                                                              
|James Ridgell         |  | 100,000           | (7)    | 12.7                                                                                             

---

7

---

The
following table sets forth the number and value of stock options held by the Named Executive Officers and at December 31, 2000.

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 |  |  |  |  |  | 400,000                                   |  | 200,000                                                 
|Massoud Safavi     |  |  |  |  |  | 93,332                                    |  | 106,668                                                 
|George R. Spiczak  |  |  |  |  |  | 94,375                                    |  | 64,375                                                  
|David L. Hattey    |  |  |  |  |  | 0                                         |  | 100,000                                                 
|Craig Szczutkowski |  |  |  |  |  |                                          |  |                                                        
|James Ridgell      |  |  |  |  |  | 50,000                                    |  | 50,000                                                  

---

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 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. The employment agreement will automatically renew for a one-year period at the expiration of its original term, unless
Transcrypt or Mr. Safavi gives the other notice that they do not intend to renew the agreement by sixty days preceding October 15, 2001. The agreement sets forth a base salary of
$200,000 per year and provides for an annual bonus, at the discretion of the Board of Directors, if Transcrypt meets or exceeds certain performance objectives set by the Board of Directors.
Additionally, Mr. Safavi was paid a signing bonus of $75,000 and received an additional bonus of $75,000 on the first anniversary of his employment date. The agreement provides for certain
benefits to Mr. Safavi, including paid vacations, car allowance, participation in our qualified profit sharing plans, and employee group and disability insurance. The agreement provides for the
grant to Mr. Safavi of

8

---

200,000 stock options of which 33% vest immediately and 13.4% vest on each subsequent anniversary of his employment over the next 5 years. In the event of termination of the employment
agreement after a change in control, as defined in the agreement, (1) all of Mr. Safavi's unvested options shall vest immediately, (2) Transcrypt shall pay Mr. Safavi a
lump sum severance payment equal to two years of base salary and will consider providing a transaction bonus, and (3) Mr. Safavi 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 agreement provided for Mr. Safavi to enter concurrently into a separate confidentiality and
Non-compete Agreement, effective during the term of the agreement.

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

Item 12Security Ownership of Certain Beneficial Owners and Management

The following table shows, as of April 17, 2001, 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
4800 NW First Street
Lincoln, Nebraska 68521

1,228,354
(3)
8.4
%Janice K. Connor
4800 NW First Street
Lincoln, Nebraska 68521

994,097
(4)
6.8
%


---

9

---

The
following table shows, as of April 17, 2001, the Transcrypt common stock beneficially owned by our current directors and Named Executive Officers who are still employed
with the Company, 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

410,000
(3)
2.8
%George R. Spiczak

105,250
(4)
*Massoud Safavi

93,332
(5)
*Thomas R. Thomsen

1,000

*Edward H. Bersoff

0

*Michael Z. Kay

0

*Winston J. Wade

0

*All current executive officers and directors as a group (9 persons)

609,582
(6)
4.2
%


---

Item 13Certain Relationships and Related Transactions

On March 7, 2001, the Company's Compensation Committee established financial guidelines for the possible bonus award to the Company's Chief Executive
Officer, Michael E. Jalbert of $65,000. The bonus will only be awarded if the Company meets certain second quarter 2001 financial goals.

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

10

---



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:                           
| |  | By:                           

11

---

QuickLinks