Edgar Filing: TOPPS CO INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K/A

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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): March 5, 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)

[X] 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))

EXPLANATORY NOTE

This amendment to The Topps Company, Inc.'s Current Report on Form
8-K, which was filed with the Securities and Exchange Commission on March 6,
2007 (the "Original Report"), is being filed to include Exhibit 10.1 (defined in
Item 5.02 below as the "Employment Letter"). The Employment Letter, which is
referred to in the Exhibit Index to the Original Report, was not filed with the
Original Report. This Form 8-K/A amends and restates the Original Report in its
entirety.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Merger Agreement

On March 5, 2007, Tornante-MDP Joe Holding LLC ("Parent"),
Tornante-MDP Joe Acquisition Corp, a wholly-owned subsidiary of Parent ("Merger
Sub"), and The Topps Company, Inc. ("Topps") entered into an Agreement and Plan
of Merger (the "Merger Agreement"), under which Merger Sub would merge with and
into Topps, with Topps continuing after the merger as the surviving corporation
and a wholly-owned subsidiary of Parent (the "Merger").

At the effective time of the Merger, each issued and outstanding
share of common stock, $0.01 par value per share (the "Common Stock"), of Topps
will be converted into the right to receive $9.75 in cash, without interest. In
addition, each outstanding option to purchase Common Stock will be canceled at
the effective time of the Merger and converted into the right to receive in
cash, without interest, the amount (if any) by which $9.75 exceeds the per share
exercise price of that option.

The Board of Directors of Topps approved the Merger Agreement by a
vote of 7 to 3, with Arthur T. Shorin, Jack H. Nusbaum, Allan A. Feder, Stephen
D. Greenberg, Ann Kirschner, David M. Mauer and Richard Tarlow voting in favor
of the Merger Agreement, and Timothy E. Brog, Arnaud Ajdler and John J. Jones
opposing. The Merger Agreement contains customary representations, warranties
and covenants of Topps, Parent and Merger Sub. The closing of the Merger is
subject to the approval of the stockholders of Topps, as well as regulatory
approvals and other customary closing conditions. The closing of the merger is
not subject to a financing condition.

In addition, the Merger Agreement contains representations and
warranties that Topps, on the one hand, and Parent and Merger Sub, on the other
hand, made to each other as of the date of the Merger Agreement or other
specific dates, and such representations and warranties should not be relied
upon by any other person. The assertions embodied in those representations and
warranties were made solely for purposes of the contract between Topps, Parent
and Merger Sub and are subject to important qualifications and limitations
agreed to by Topps and Parent in connection with negotiating the Merger
Agreement. Accordingly, you should not rely on the representations and
warranties as accurate or complete or characterizations of the actual state of
facts as of any specified date since they are modified in important part by the
underlying disclosure schedules and are subject to a contractual standard of
materiality different from that generally applicable to stockholders and were
used for the purpose of allocating risk among Topps, Parent and Merger Sub
rather than establishing matters as facts.

Voting Agreements

In connection with the Merger Agreement, and as required by Parent
as a condition to its execution of the Merger Agreement, on March 5, 2007,
certain of the directors of Topps, in their respective capacity as stockholders
of Topps, entered into Voting Agreements with Parent (the "Voting Agreements"),
pursuant to which they each agreed, among other things,

to vote the shares of Common Stock held by them in favor of the Merger and
against any other proposal or offer to acquire Topps. If the Merger Agreement is
terminated, the Voting Agreements will also terminate. The directors who have
entered into Voting Agreements owned, in the aggregate, 2,501,040 outstanding
shares of Common Stock as of March 2, 2007, which represented approximately 6.5%
of Topps' outstanding Common Stock as of such date.

The foregoing discussion of the Merger Agreement and the Voting
Agreements is qualified in its entirety by reference to (i) the Merger
Agreement, a copy of which is attached to this Form 8-K as Exhibit 2.1, and (ii)
the form of Voting Agreement attached to this Form 8-K as Exhibit 4.1,
respectively, which Merger Agreement and form of Voting Agreement are
incorporated in this Item 1.01 by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.

In connection with the Merger Agreement, on March 5, 2007, Parent,
Topps and Arthur T. Shorin, Topps' Chief Executive Officer the Chairman of the
Board of Directors, entered into a letter agreement (the "Employment Letter").
Under the Employment Letter, upon the consummation of the Merger, Mr. Shorin's
existing employment agreement with Topps would be amended and Mr. Shorin would
agree, among other things, to retire within 60 days after the date of such
consummation.

Pursuant to the Employment Letter, after the Merger, Mr. Shorin will
remain as a consultant to Topps in accordance with the terms of his existing
employment agreement. In addition, Mr. Shorin will surrender his right to
receive compensation to which he is entitled under his existing employment
agreement upon a change in control of Topps.

The foregoing discussion of the Employment Letter is qualified in
its entirety by reference to the Employment Letter, a copy of which is attached
to this Form 8-K as Exhibit 10.1 and is incorporated in this Item 5.02 by
reference.

ITEM 8.01 OTHER EVENTS.

On March 6, 2007, Topps issued a press release announcing that it
had entered into the Merger Agreement. A copy of such press release is attached
hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

On March 6, 2007, a letter was sent to employees of Topps relating
to the execution of the Merger Agreement. A copy of such letter is attached
hereto as Exhibit 99.2 and is incorporated in this Item 8.01 by reference.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Number Description
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2.1 Agreement and Plan of Merger, effective March 5, 2007, by and among
The Topps Company, Inc., Tornante-MDP Joe Holding LLC and
Tornante-MDP Joe Acquisition Corp*

4.1 Form of Voting Agreement between Tornante-MDP Joe Holding LLC and certain
directors of The Topps Company, Inc., in their respective capacity as
stockholders of The Topps Company, Inc.

10.1 Letter agreement, dated March 5, 2007, between Tornante-MDP Joe Holding LLC,
Arthur T. Shorin and The Topps Company, Inc.

99.1 Press Release of The Topps Company, Inc., dated March 6, 2007

99.2 Letter to employees of The Topps Company, Inc., dated March 6, 2007

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
The Company agrees to furnish supplementally a copy of any omitted schedule
to the SEC upon request.

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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: March 6, 2007

THE TOPPS COMPANY, INC.

By: /s/ Catherine K. Jessup
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Name: Catherine K. Jessup
Title: Vice President, CFO and
Treasurer