UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 23, 2003
THE TOPPS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15817 11-2849283
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Whitehall Street, New York, New York 10004
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(Address of principal executive offices) (Zip Code)
(212) 376-0300
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(Registrant's telephone number, including area code)
Item 9. Regulation FD Disclosure
On June 23, 2003, The Topps Company, Inc. ("Topps") announced that it had
entered into a definitive Agreement and Plan of Merger (the "Merger Agreement")
by and among Wizkids LLC ("WizKids"), Topps, Topps Enterprises, Inc., a wholly
subsidiary of Topps ("Enterprises"), and Topps Finance, Inc., an indirect
subsidiary of Topps ("Finance"), pursuant to which Topps will acquire WizKids
for approximately $29.5 million in cash (the "Merger"). Upon completion of the
Merger, Wiztops, LLC, a wholly owned indirect subsidiary of Topps, will be
merged into WizKids with WizKids surviving as wholly owned indirect subsidiary
of Topps.
Also on June 23, 2003, Topps announced financial results for its fiscal 2004
first quarter ended May 31, 2003.
A copy of the press release announcing the execution of the Merger Agreement and
the first quarter financial results is filed herewith as Exhibit 99.1.
The information of this Item 9 to this Current Report on Form 8-K, including the
exhibit, is furnished pursuant to Item 9 and shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section.
Item 7. Financial Statements and Exhibits.
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(c) 99.1 Press Release dated June 23, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TOPPS COMPANY, INC.
Date: June 24, 2003
By: /s/ Warren E. Friss
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Name: Warren E. Friss
Title: Vice President and
General Counsel