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 30, 2005
The Topps Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-15817
(Commission File Number)
11-2849283
(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)
|_| 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 AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
Stock Incentive Plan and Stock Option Plan.
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On June 30, 2005, the Board of Directors of The Topps Company, Inc. (the
"Company") amended and restated the Company's 2001 Stock Incentive Plan (the
"Stock Incentive Plan") and 1996 Stock Option Plan (the "Stock Option Plan") to
include in the definition of a change in control (i) the sale, disposition or
transfer of (a) all or substantially all of the Company's assets or (b) assets
constituting one or more of the Company's main lines of business (each an "Asset
Sale"); provided, however, that a sale or other disposition or transfer of
assets pursuant to (b) will constitute a "change in control" only with respect
to those employees whose employment with the Company and all of its affiliates
terminates as a direct result of such Asset Sale, and (ii) a stock sale where
the Company's Board of Directors approves the transaction. In addition, the
Stock Incentive Plan was amended (i) to provide that in the event of a change in
control, all option awards will become immediately fully vested and exercisable
ten days prior to the consummation of such change in control and (ii) to provide
that a terminated employee may exercise his or her options within three months
of his or her voluntary resignation or termination of employment by the Company
without cause.
This summary of the changes to the Company's Stock Incentive Plan and Stock
Option Plan is qualified in its entirety by reference to the Stock Incentive
Plan and Stock Option Plan, which are attached hereto as Exhibit 10.1 and
Exhibit 10.2, respectively, and incorporated herein by reference.
Executive Severance Plan. On June 30, 2005, the Board of Directors of the
Company amended and restated the Company's Executive Severance Plan to clarify
that upon an Asset Sale (as defined above), that constitutes a change in control
of the Company for an employee, the termination of such employee's employment
with the Company will not constitute a "termination without cause" (as defined
in the Executive Severance Plan), which would entitle the employee to severance
benefits, if the employee is offered comparable employment with the successor to
the assets or accepts employment with such successor within six months following
such Asset Sale. Under the Executive Severance Plan, as amended and restated,
severance in the event of an Asset Sale that constitutes a change in control for
an employee would only be paid if (i) no such comparable offer of employment is
made by a successor entity to the Company's assets and the employee does not
accept employment with such successor within six months following an Asset Sale
or (ii) such successor terminates the employee's employment without cause (as
defined in the Executive Severance Plan) or the employee terminates his or her
employment for good reason (as defined in the Executive Severance Plan) within
two years following a change in control.
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In addition, the Board of Directors amended the Executive Severance Plan to
provide that (i) the Company may assign its obligations thereunder to a
successor to the assets being sold and (ii) that if a successor assumes such
obligations, the Company will no longer be liable for severance payments
thereunder to employees who are offered comparable employment with the successor
entity following an Asset Sale or who accept employment with such successor
within 6 months following such Asset Sale.
As discussed above, the Board of Directors amended the definition of a change in
control under the Stock Incentive Plan. The definition of change in control in
the Executive Severance Plan is derived from the Stock Incentive Plan; thus, the
definition of change in control in the Executive Severance Plan was amended to
include (i) an Asset Sale and (ii) a stock sale where the Company's Board of
Directors approves the transaction.
The above summary of the changes to the Company's Executive Severance Plan is
qualified in its entirety by reference to the Executive Severance Plan, which is
attached hereto as Exhibit 10.3 and incorporated herein by reference.
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 The Topps Company, Inc. 2001 Stock Incentive Plan, amended and
restated as of June 30, 2005.
10.2 The Topps Company, Inc. 1996 Stock Option Plan, amended and restated
as of June 30, 2005.
10.3 The Topps Company, Inc. Executive Severance Plan, amended and restated
as of June 30, 2005.
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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: July 07, 2005
THE TOPPS COMPANY, INC.
By: s/ Catherine K. Jessup
----------------------
Catherine K. Jessup
Vice President - Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
10.1 The Topps Company, Inc. 2001 Stock Incentive Plan, amended and
restated as of June 30, 2005.
10.2 The Topps Company, Inc. 1996 Stock Option Plan, amended and
restated as of June 30, 2005.
10.3 The Topps Company, Inc. Executive Severance Plan, amended and
restated as of June 30, 2005.