<PAGE>
        As filed with the Securities and Exchange Commission on October 27, 2000
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  -------------

                         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)

                                   ----------

                         TRANSCRYPT INTERNATIONAL, INC.
                      1996 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                     -------

                               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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                        Proposed               Proposed
                                                        Maximum                 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
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>                   <C>                    <C>
Common Stock, $0.01 par     1,400,000 Shares            $1.0625               $1,487,500              $392.70
value per share
======================================================================================================================
</TABLE>
(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 1996 Stock
         Incentive Plan, as amended, 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 prices of the Common Stock as reported on the NASD OTC
         Bulletin Market on October 25, 2000.
================================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



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.

                                       1

<PAGE>

                                     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.


                                       2
<PAGE>


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.


                                       3
<PAGE>

Item 8   EXHIBITS

<TABLE>
         Exhibit
         Number        Description
         ------        -----------

         <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 2)
         99.1          1996 Stock Incentive Plan, as amended
</TABLE>


                                       4
<PAGE>

                                   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
                            ----------------------------------------------
                             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.


                                       5
<PAGE>

         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.

<TABLE>
<CAPTION>
Signature                              Title                                          Date
---------                              -----                                          ----
<S>                                    <C>                                            <C>
/s/ Michael E. Jalbert                 Chairman of the Board and Chief                September 25, 2000
---------------------------            Executive Officer (Principal Executive
Michael E. Jalbert                     Officer)


/s/ Massoud Safavi                     Director and Chief Financial Officer           September 25, 2000
---------------------------            (Principal Financial and Accounting
Massoud Safavi                         Officer)


/s/ Edward H. Bersoff                  Director                                       September 25, 2000
---------------------------
Edward H. Bersoff

/s/ Thomas C. Smith                    Director                                       September 25, 2000
---------------------------
Thomas C. Smith

/s/ Thomas R. Thomsen                  Director                                       September 29, 2000
---------------------------
Thomas R. Thomsen

/s/ Winston J. Wade                    Director                                       September 25, 2000
---------------------------
Winston J. Wade
</TABLE>


                                       6
<PAGE>



                         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 2)

99.1          1996 Stock Incentive Plan, as amended
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 14296}]
{"company-data": {"conformed-name": "TRANSCRYPT INTERNATIONAL INC", "cik": "0001023516", "assigned-sic": "3663", "irs-number": "470801192", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48880", "film-number": "748444"}, "business-address": {"street1": "4800 NW FIRST ST", "city": "LINCOLN", "state": "NE", "zip": "68521", "phone": "4024744800"}, "mail-address": {"street1": "TRANSCRYPT INTERNATIONAL INC", "street2": "4800 NW FIRST ST", "city": "LINCOLN", "state": "NE", "zip": "68521"}}
As filed with the Securities and Exchange Commission on October 27, 2000
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  -------------

                         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)

                                   ----------

                         TRANSCRYPT INTERNATIONAL, INC.
                      1996 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                     -------

                               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
======================================================================================================================
                                                        Proposed               Proposed
                                                        Maximum                 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
----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par     1,400,000 Shares            $1.0625               $1,487,500              $392.70
value per share
======================================================================================================================
(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 1996 Stock
         Incentive Plan, as amended, 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 prices of the Common Stock as reported on the NASD OTC
         Bulletin Market on October 25, 2000.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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.

                                       1
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.

                                       2
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.

                                       3
Item 8   EXHIBITS

         Exhibit
         Number        Description
         ------        -----------
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 2)
         99.1          1996 Stock Incentive Plan, as amended
4
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
                            ----------------------------------------------
                             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.

                                       5
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.
Signature                              Title                                          Date
---------                              -----                                          ----
/s/ Michael E. Jalbert                 Chairman of the Board and Chief                September 25, 2000
---------------------------            Executive Officer (Principal Executive
Michael E. Jalbert                     Officer)

/s/ Massoud Safavi                     Director and Chief Financial Officer           September 25, 2000
---------------------------            (Principal Financial and Accounting
Massoud Safavi                         Officer)

/s/ Edward H. Bersoff                  Director                                       September 25, 2000
---------------------------
Edward H. Bersoff

/s/ Thomas C. Smith                    Director                                       September 25, 2000
---------------------------
Thomas C. Smith

/s/ Thomas R. Thomsen                  Director                                       September 29, 2000
---------------------------
Thomas R. Thomsen

/s/ Winston J. Wade                    Director                                       September 25, 2000
---------------------------
Winston J. Wade
6
TRANSCRYPT INTERNATIONAL, INC.
                                    FORM S-8

                                  EXHIBIT INDEX
EXHIBIT
NUMBER
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 2)

99.1          1996 Stock Incentive Plan, as amended