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TRANSCRYPT CEO RESIGNS IN MIDST OF COMPANY PROBLEMS

Jeffrey L. Fuller resigned as president and chief executive officer of Transcrypt International Inc., following the company’s battery of recent problems. The company’s chairman, John T. Connor, was named interim CEO.

The board of directors appointed a committee chaired by Thomas Thomsen, former president of AT&T Technologies, to conduct a nationwide search to find a permanent CEO for the company.

Ed L. Osborn was elected acting president and chief operating officer. Osborn previously was senior vice president of marketing and COO for Transcrypt.

Transcrypt also hired Christopher S. Litras as vice president of human resources. Litras previously held the same position for Mansfield/Dover Operations of ARMCO Inc.

James E. Stark also joined the Transcrypt management team as director of investor relations. Stark previously served in that position for Greyhound Lines and in other corporate finance positions for Greyhound and America West Airlines.

Fuller and Connor were named in a shareholder lawsuit filed against Transcrypt in the U.S. District Court of Nebraska March 31, alleging the company gave false and misleading information about the nature of its operations that allowed insiders to benefit from artificially inflated stock prices.

Transcrypt twice delayed filing its Form 10-K with the Securities and Exchange Commission because its independent auditor, Coopers & Lybrand L.L.P., reported that the company’s accounting methods were questionable and previous financials would have to be restated. Coopers & Lybrand subsequently resigned as Transcrypt’s independent auditor at the end of April, about the same time proceedings in the shareholder lawsuit began.

The company’s failure to file audited financial information with the SEC resulted in the Nasdaq national stock market in May suspending the trade of Transcrypt stock, a decision the company has appealed.

Transcrypt has retained KPMG Peat Marwick L.L.P. to conduct an audit, and said the audit committee’s independent counsel investigation will continue until KPMG’s audit is done. Transcrypt expects the audit of its 1997 financial statements and the re-audit of its 1996 and 1995 financial statements by KPMG to be completed by the end of this month.

“When the audit is complete, we will announce the restatements of our financials and any other information appropriate from the independent counsel investigation,” Connor said in the June 8 announcement.

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