<PAGE>

   As filed with the Securities and Exchange Commission on October 27, 2000
                                                      Registration No. 333-XXXX
===============================================================================

                       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.
                   1999 EXECUTIVE OFFICER STOCK PURCHASE PLAN
                            (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
<TABLE>
<CAPTION>
========================= ====================== ======================= ====================== ======================
 Title of Securities to       Amount to be          Proposed Maximum       Proposed Maximum           Amount of
     be Registered            Registered(1)        Offering Price per     Aggregate Offering      Registration Fee
                                                        Share(2)               Price(2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                              <C>                   <C>                    <C>                    <C>
Common Stock, $0.01 par          100,000                $1.0625                  $106,250.00             $28.05
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
         1999 Executive Officer Stock Purchase Plan as a result of the
         adjustment provisions thereof.

(2)      Estimated solely for purposes of calculating the amount of the
         registration fee pursuant to Rule 457, based upon the average of the
         high and low price of the Common Stock as reported on the NASD OTC
         Bulletin Market on October 25, 2000.

===============================================================================
<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

         Exhibit
<TABLE>
<CAPTION>
         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 6)

         99.1          Transcrypt International, Inc. 1999 Executive Officer
                       Stock Purchase Plan
</TABLE>

Item 9.  UNDERTAKINGS

         a.       The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement;

                           (i)      To include any Prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the Prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) of the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in the post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

                                      4
<PAGE>

                  (2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         b.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

         c.       Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
<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.

         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
Michael E. Jalbert       Executive Officer)

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

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

/s/ Michael Z. Kay       Director                             September 25, 2000
-----------------------
Michael Z. Kay

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

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



                                      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 6)

99.1           Transcrypt International, Inc. 1999 Executive Officer Stock
               Purchase Plan
</TABLE>


                                      7
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 18312}]
{"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": "333-48840", "film-number": "747943"}, "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-XXXX
===============================================================================

                       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.
                   1999 EXECUTIVE OFFICER STOCK PURCHASE PLAN
                            (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
========================= ====================== ======================= ====================== ======================
 Title of Securities to       Amount to be          Proposed Maximum       Proposed Maximum           Amount of
     be Registered            Registered(1)        Offering Price per     Aggregate Offering      Registration Fee
                                                        Share(2)               Price(2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $0.01 par          100,000                $1.0625                  $106,250.00             $28.05
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
         1999 Executive Officer Stock Purchase Plan as a result of the
         adjustment provisions thereof.

(2)      Estimated solely for purposes of calculating the amount of the
         registration fee pursuant to Rule 457, based upon the average of the
         high and low price of the Common Stock as reported on the NASD OTC
         Bulletin Market on October 25, 2000.

===============================================================================
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 6)

         99.1          Transcrypt International, Inc. 1999 Executive Officer
                       Stock Purchase Plan
Item 9.  UNDERTAKINGS

         a.       The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement;

                           (i)      To include any Prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the Prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) of the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in the post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

                                      4
(2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         b.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

         c.       Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
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.

         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
Michael E. Jalbert       Executive Officer)

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

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

/s/ Michael Z. Kay       Director                             September 25, 2000
-----------------------
Michael Z. Kay

/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 6)

99.1           Transcrypt International, Inc. 1999 Executive Officer Stock
               Purchase Plan
7