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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2007
THE TOPPS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-15817 11-2849283
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
One Whitehall Street, New York, NY 10004-2109
(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)
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 (see General Instructions A.2. below):
[ ] 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
CPR 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 August 10, 2007, The Topps Company, Inc. (the "Company") and NFL
Properties LLC ("NFL Properties") entered into a License Agreement (the "License
Agreement"), which is effective as of April 1, 2007.
Under the terms of the License Agreement, the Company agrees to pay certain
royalties and marketing fees to NFL Properties, and the Company is authorized to
manufacture and distribute trading card products featuring certain trademarks
that NFL Properties has the right to license. The term of the License Agreement
expires on March 31, 2010.
The License Agreement will be filed as an exhibit to the Company's
quarterly report on Form 10-Q for the fiscal quarter ending on September 1,
2007, with portions to be omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
Item 5.02 Compensatory Arrangements of Certain Officers
On August 14, 2007, the Company finalized the Annual Incentive Bonus Plan
for Fiscal Year 2008 (the "Plan"). The purpose of the Plan is to reward and
incentivise employees for operational and individual performance through a
platform that provides objective measurements of and feedback for individual and
group performance. Participation in the Plan is limited to salaried employees
who remain employed on the date that bonuses are to be paid and certain former
employees (who participate on a pro rata basis) who terminate employment on
account of retirement, death or disability and, following a change in control of
the Company, who are terminated by the Company without cause or quit for good
reason. The Plan provides for the payment of annual bonuses based on overall
Company goals, business unit goals and/or individual goals. The Company and
business unit goals are tied to the achievement of operating profit targets.
Individual goals vary from participant to participant. Maximum bonus
opportunities generally range from 15% to 60% of base salary and are weighted to
the various Company, business unit and individual goals based on each
participant's position within the Company. Messrs. Shorin, Friedman and Friss
have maximum bonus opportunities equal to 60% of their base salaries and do not
receive any bonus based upon individual goals. Mr. Silverstein has a maximum
bonus opportunity of 90% of his base salary (20% of which is paid in the form of
restricted stock) pursuant to his employment agreement with the Company, and
does not receive any bonus based upon individual goals.
SIGNATURES
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 hereunto duly authorized.
Dated: August 16, 2007
THE TOPPS COMPANY, INC.
By: /s/ Scott Silverstein
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Name: Scott Silverstein
Title: President and Chief Operating Officer