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: May 17, 2005
The Topps Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-15817 95-1567322
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
corporation
One Whitehall, New York, NY 10004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 376-0300
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications purusuant to Rule 13e-4(c) under the
Exchange Act (17 CRF240.13e-4(c))
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalft by the undersigned hereunto
duly authorized.
THE TOPPS COMPANY
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Registrant
By: /s/ Catherine K. Jessup
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Catherine K. Jessup
Vice President CFO & Treasurer
Date: May 17, 2005
FOR IMMEDIATE RELEASE
The Topps Company, Inc. Responds to Market Rumors NEW YORK, May 17, 2005-- The
Topps Company, Inc. (TOPP) today made the following statement in response to
market rumors:
In 2004, the Board of Directors of The Topps Company authorized management to
retain an outside consulting firm to conduct a thorough strategic review of its
domestic businesses, and to help develop opportunities to increase shareholder
value.
As an outgrowth of that strategic review, in early 2005 the Board retained
Lehman Brothers to study various alternatives, including without limitation, the
evaluation of a sale of the Company's confectionery business. That study is
ongoing. However, no decision has been made at this point as to whether any sale
or other transaction will be pursued.
Additionally, the Board also authorized the outside consulting firm to conduct a
second phase of the strategic review focused on improving operational processes,
methods and procedures across the entire business, domestic and international.
That review is expected to be completed in the next 90 days.
As previously disclosed, the Company suspended its stock repurchases during its
fiscal fourth quarter and will continue in that mode until a public announcement
regarding repurchases is made. Moreover, the Company does not intend to make any
further comments in response to rumors concerning any asset sale or similar
transaction unless a definitive agreement about such an event has been executed.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Topps will be filing a proxy statement with a White proxy card for the election
of directors nominated by the Board of Directors with the Securities and
Exchange Commission (SEC). TOPPS STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain free copies of the Proxy Statement filed with
the SEC by Topps through the website maintained by the SEC at www.sec.gov. In
addition, investors will be able to obtain free copies of the Proxy Statement
from Topps by contacting Corporate Secretary, c/o The Topps Company, Inc., One
Whitehall Street, New York, NY 10004.
Topps and its directors and executive officers will be soliciting proxies from
stockholders of The Topps Company Inc. in connection with the election of
directors nominated by the Board of Directors. Information concerning these
participants and their interests in the solicitation will be set forth in the
proxy statement regarding the election of directors when it is filed with SEC.
ABOUT THE TOPPS COMPANY, INC.
Founded in 1938, Topps is a leading creator and marketer of distinctive
confectionery and entertainment products. The Company's confectionery brands
include "Ring Pop," "Push Pop," "Baby Bottle Pop" and "Juicy Drop Pop" lollipops
as well as "Bazooka" bubble gum. Topps entertainment products include trading
cards, sticker album collections, and collectible games. For additional
information, visit http://www.topps.com.
This release contains forward-looking statements pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Although the
Company believes the expectations contained in such forward looking statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. This information may involve risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, factors detailed in the Company's Securities and Exchange Commission
filings.