10-K/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
Amendment No. 2

(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended December 31, 2003
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-30821

TELECOMMUNICATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Maryland	52-1526369
(State or Other Jurisdiction of Incorporation or Organization	(I.R.S. Employer Identification No.)
275 West Street, Annapolis, MD	21401
(Address of principal executive offices)	(Zip Code)

(410) 263-7616
(Registrant’s telephone number, including area code)

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

     Securities registered pursuant to Section 12(g) of the Act: Class A common stock, par value $0.01 per share

     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. [ ]

     Indicate by check mark whether the registrant is an accelerated filer, as defined by Securities Exchange Act Rule 12 b-2: Yes [ ] No [ X ]

     As of June 30, 2003, the aggregate market value of the Class A common stock held by non-affiliates, as reported on the NASDAQ National Market, was approximately $36,176,088.*

     As of January 31, 2004 there were 23,833,724 shares of Class A common stock and 9,232,918 shares of Class B common stock outstanding.

* Excludes 3,507,613 shares of Class A common stock deemed to be held by officers and directors and stockholders whose ownership exceeds ten percent of the shares outstanding at June 30, 2003. Exclusion of shares held by any person should not be construed to indicate that such person possess the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

     None.

Explanatory Note

     This Amendment No. 2 on Form 10-K/A (the “Amendment”) is being filed to amend the certifications attached as exhibits 31.1 and 31.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on February 24, 2004, as amended by Amendment No. 1 filed on February 27, 2004 (the “Annual Report”). This Amendment No. 2 amends and restates Exhibits 31.1 and 31.2 in their entireties. This Amendment does not otherwise alter or amend any exhibits to or disclosures set forth in the Annual Report.

SIGNATURES

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

TeleCommunication Systems, Inc.

By: /s/             MAURICE B. TOSÉ

Maurice B. Tosé
Chief Executive Officer, President and
Chairman of the Board

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ MAURICE B TOSÉ Maurice B. Tosé	Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)	March 8, 2004
/s/ THOMAS M. BRANDT, JR. Thomas M. Brandt, Jr.	Chief Financial Officer and Senior Vice President (Principal Financial Officer)	March 8, 2004
* Clyde A. Heintzelman	Director	March 8, 2004
* Richard A. Kozak	Director	March 8, 2004
* Weldon H. Latham	Director	March 8, 2004
* Byron F. Marchant	Director	March 8, 2004

* By Maurice B. Tosé as attorney-in-fact

2

EXHIBIT INDEX

Exhibit
Numbers		Description
10.48	*	Restricted stock award certificate to Mr. Thomas M. Brandt, Jr.
10.49	*	Restricted stock award certificate to Mr. Thomas M. Brandt, Jr.
10.50	*	Restricted stock award certificate to Mr. Clyde A. Heintzelman.
10.51	*	Restricted stock award certificate to Mr. Richard A. Kozak.
10.52	*	Restricted stock award certificate to Mr. Weldon H. Latham.
10.53	*	Restricted stock award certificate to Mr. Timothy J. Lorello.
10.54	*	Restricted stock award certificate to Mr. Timothy J. Lorello.
10.55	*	Restricted stock award certificate to Mr. Byron F. Marchant.
10.56	*	Restricted stock award certificate to Mr. Drew A. Morin.
10.57	*	Restricted stock award certificate to Mr. Drew A. Morin.
10.58	*	Restricted stock award certificate to Mr. Maurice B. Tosé.
10.59	*	Restricted stock award certificate to Mr. Maurice B. Tosé.
10.60	*	Restricted stock award certificate to Mr. Kevin M. Webb.
10.61	*	Restricted stock award certificate to Mr. Kevin M. Webb.
10.62	*	Restricted stock award certificate to Mr. Richard A. Young.
10.63	*	Restricted stock award certificate to Mr. Richard A. Young.
23.1	*	Consent of Ernst & Young LLP
31.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted
		pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted
		pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted
		pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted
		pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.01	*	Risk Factors Affecting Our Business and Future Results

* Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-30821).

3 EX-31.1 3 w93020a2exv31w1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATIONS

I, Maurice B. Tosé, certify that:

1.	I have reviewed this Amendment No. 2 on Form 10-K/A of TeleCommunication Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 2003;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Maurice B. Tosé            March 8, 2004
Maurice B. Tosé
Chief Executive Officer, President and
Chairman of the Board

  EX-31.2 4 w93020a2exv31w2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATIONS

I, Thomas M. Brandt, Jr., certify that:

1.	I have reviewed this Amendment No. 2 on Form 10-K/A of TeleCommunication Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 2003;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Thomas M. Brandt, Jr.         March 8, 2004
Thomas M. Brandt, Jr.
Sr. Vice President & CFO

EX-31.1

exv31w1

EX-31.2

exv31w2

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

     I, Maurice B. Tosé, President and Chief Executive Officer (principal executive officer) of TeleCommunication Systems, Inc. (the “Registrant”), certify that to the best of my knowledge, based upon a review of this Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K for the period ended December 31, 2003 of the Registrant (the “Report”):

     (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Maurice B. Tosé
Maurice B. Tosé
Date: March 8, 2004

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

     I, Thomas M. Brandt, Jr., Chief Financial Officer (principal financial officer) of TeleCommunication Systems, Inc. (the “Registrant”), certify that to the best of my knowledge, based upon a review of this Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K for the period ended December 31, 2003 of the Registrant (the “Report”):

     (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Thomas M. Brandt, Jr.
Thomas M. Brandt, Jr.
Date: March 8, 2004