SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 24, 2003
The Topps Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-15817 11-2849283
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
One Whitehall, New York, NY 10004
(Address of principal executive offices) (Zip Code)
(212) 376-0300
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Pursuant to the requirements of the Securities Exchange Act of 1934, The Topps
Company, Inc., a Delaware corporation (the "Company"), hereby files this Current
Report on Form 8-K describing its acquisition of Wizkids, LLC, a Delaware
limited liability company ("Wizkids"). This Current Report on Form 8-K contains
forward looking statements that involve risks and uncertainties relating to this
acquisition, and actual results and developments may differ materially from
those described in this Current Report. For information about the Company and
risks relating to investing in the Company, refer to the Company's most recent
quarterly report on Form 10-Q and annual report on Form 10-K.
Item 2. Acquisition or Disposition of Assets
On July 9, 2003, The Topps Company, Inc., a Delaware corporation (the "Company")
acquired Wizkids, LLC, a Delaware limited liability company ("WizKids"),
pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of June 23, 2003, by and among Wizkids, the Company, Topps Enterprises, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company
("Enterprises"), Topps Finance, Inc., a Delaware corporation and a wholly owned
subsidiary of Enterprises, and, solely for the purposes of accepting his
appointment as member representative under Section 11.01(b) of the Merger
Agreement, Jordan K. Weisman, for approximately $29.5 million in cash (the
"Merger"). To consummate the Merger, Wiztops, LLC, a wholly owned subsidiary of
Enterprises, was merged with and into WizKids with WizKids surviving as a wholly
owned indirect subsidiary of the Company.
The press release announcing consummation of the transaction is attached as
Exhibit 99.1 and incorporated herein by reference.
Item 7 Financial Statements, Pro Forma Financial Information
(a) Financial Statements of Business Acquired.
In accordance with Item 7(a)(4) for Form 8-K, the Registrant intends to file
such financial information as an amendment to this Form 8-K within 60 days of
the date this 8-K is required to be filed.
(b) Pro Forma Financial Information
In accordance with Item 7(b)(2) for Form 8-K, the Registrant intends to file
such financial information as an amendment to this Form 8-K within 60 days of
the date this 8-K is required to be filed.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of June 23, 2003, by and among
WizKids, the Company, the Holding Company, Finance and, solely in his
capacity as the Member Representative and solely for purposes of accepting
his appointment as Member Representative under Section 11.01(b) of the
Merger Agreement, Jordan K. Weisman.
10.1 Employment Agreement, dated as of July 9, 2003, between Wizkids, LLC, a
Delaware limited liability company (the "Company"), Jordan K. Weisman (the
"Executive"), and, for the purposes of Sections 3(d) and 6(f) only, the
Company ("Jordan Weisman Employment Agreement").
99.1 Press Release, dated as of July 9, 2003, announcing consummation of the
transaction.
The Company has not, with the exception of the Jordan Weisman Employment
Agreement, included any exhibits or schedules to the Merger Agreement in Exhibit
2.1 filed herewith. The Company agrees to furnish supplementally to the
Commission a copy of any omitted schedule or exhibit to the Merger Agreement
upon request by the Commission.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Topps Company, Inc.
Registrant
By: /s/ Catherine Jessup
--------------------
Catherine Jessup
Vice President, CFO
Date: July 24, 2003