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 (Date of earliest event reported): June 9, 2005
The Topps Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-15817 95-1567322
(Commission File Number) (I.R.S. Employer
Identification No.)
One Whitehall Street, New York, NY 10004
(212) 376-0300
(Address of principal executive offices and telephone number)
Not Applicable
(Former name or former address, if changed since last report.)
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 pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 29, 2005, the Company received notice from Pembridge Value
Opportunity Fund, LP (together with its affiliates, "Pembridge") that, at the
Annual Meeting, it intended to nominate three candidates for election as
directors. On June 9, 2005, the Company and Pembridge entered into an agreement
(the "Letter Agreement"), pursuant to which Pembridge agreed to terminate its
proxy solicitation and withdraw its nominees for election as directors.
Pembridge also agreed not to engage in certain activities involving the Company,
including proxy solicitation, other stockholder proposals or board
representation, until December 31, 2005. As part of the agreement, the Company
agreed to refrain from adopting any shareholder rights plan, rights agreement or
other device commonly known as a poison pill, without the prior approval of the
stockholders, until June 30, 2006, and agreed to pay Pembridge $50,000 for
expenses.
The above summary of the Letter Agreement is qualified in its entirety by
reference to the Letter Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
On June 9, 2005, the Company issued a press release regarding the Letter
Agreement. A copy of the press release is incorporated herein by reference and
attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are being filed with this Current Report on Form
8-K:
10.1 Letter Agreement, dated June 9, 2005, by and between the Company and
Pembridge Value Opportunity Fund, LP.
99.1 Press release, dated June 9, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Dated: June 13, 2005
THE TOPPS COMPANY, INC.
By: /s/ Catherine K. Jessup
_______________________
Name: Catherine K. Jessup
Title: Vice President - Chief
Financial Officer & Treasurer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 Letter Agreement, dated June 9, 2005, by and between the Company
and Pembridge Value Opportunity Fund, LP.
99.1 Press release, dated June 9, 2005.