================================================================================ UNITED STATES 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): JULY 28, 2006 THE TOPPS COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-15817 11-2849283 (State or other jurisdiction (Commission File Number) (IRS Employer of 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) 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)) ================================================================================ INFORMATION TO BE INCLUDED IN THE REPORT ITEM 8.01 OTHER EVENTS On July 28, 2006, The Topps Company, Inc. (the "Company") issued a press release, attached hereto as Exhibit 99.1, regarding the settlement of the proxy contest between the Company and the Topps Full Value Committee. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS The following exhibit is being filed with this Current Report on Form 8-K: 99.1 Press Release dated July 28, 2006 -2- 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 hereunto duly authorized. Dated: August 1, 2006 THE TOPPS COMPANY, INC. By: /s/ Catherine K. Jessup --------------------------------------- Name: Catherine K. Jessup Title: Vice President, CFO and Tresurer