================================================================================ 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): AUGUST 28, 2006 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) 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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR. A. On July 28, 2006, the stockholders of The Topps Company, Inc. (the "Company") approved Proposal No. 2 contained in the Company's definitive proxy statement dated June 23, 2006 (the "Proxy Statement") to amend Article FIFTH of the Company's Restated Certificate of Incorporation (the "Restated Certificate") in its entirety to eliminate the classification of the Board of Directors and to provide for an annual election of all directors beginning at the Company's 2007 Annual Meeting of Stockholders. B. Also on July 28, 2006, the stockholders of the Company approved Proposal No. 3 contained in the Proxy Statement to amend Article EIGHTH of the Restated Certificate in its entirety to permit stockholders holding in the aggregate at least 25% of the outstanding common stock of the Company to require the call of a special meeting of stockholders of the Company any time after the Company's 2007 Annual Meeting of Stockholders. C. On August 28, 2006, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the amendments discussed above. A copy of Company's Second Amended and Restated Certificate in the form filed with the Secretary of State of the State of Delaware on August 28, 2006 is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. D. In connection with the amendments to the Restated Certificate described above, the Company has amended and restated its By-Laws to conform Article 11, Section 3 thereof to Article EIGHTH of the Second Amended and Restated Certificate of Incorporation of the Company. A copy of Company's Amended and Restated By-Laws, as amended and restated through August 28, 2006, is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 3.1 Second Amended and Restated Certificate of Incorporation Exhibit 3.2 Amended and Restated By-Laws 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 30, 2006 THE TOPPS COMPANY, INC. By: /s/ Arthur T. Shorin ---------------------------------- Name: Arthur T. Shorin Title: Chief Executive Officer