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As filed with the Securities and Exchange Commission on December 31, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Topps Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2849283
------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1 Whitehall Street
New York, New York 10004
------------------------
(Address of principal executive offices
The Topps Company, Inc. 1996 Stock Option Plan
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(Full title of the plan)
Warren E. Friss, Esq.
Deputy General Counsel
The Topps Company, Inc.
1 Whitehall Street
New York, New York 10004
(212) 376-0300
--------------
(Name, address and telephone number,
including area code, of agent for service)
-------------------
COPY TO:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per option price fee
- --------------------------------------------------------------------------------
Options to
Purchase
Common Stock,
$0.01 par
value per
share 900,000 $1.00 $900,000 $265.50
- ------------------------------
(1) This Registration Statement covers the sale of options to purchase
up to 900,000 shares of common stock authorized to be sold under The
Topps Company, Inc. 1996 Stock Option Plan (the "Plan").
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by The Topps Company, Inc., a Delaware corporation
(the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 1, 1997, filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended May 31, 1997 and August 30, 1997, filed pursuant
to the Exchange Act;
(c) The Company's Registration Statement on Form S-8,
filed on May 12, 1997 pursuant to the Securities Act of 1933, as
amended (the "Securities Act"); and
(d) The description of Company's Common Stock, par value
$0.01 per share (the "Common Stock"), which is contained in the
Company's Registration Statement on Form 8-A, filed pursuant to
the Exchange Act, dated May 1, 1987, as updated in the Company's
Registration Statement on Form S-1, Registration No. 33-27826,
filed pursuant to the Securities Act, dated April 26, 1989.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by Willkie Farr & Gallagher. As of the date of this
Registration Statement, Jack H. Nusbaum, a partner of Willkie Farr & Gallagher,
is a director of the Company and beneficially owns 52,000 shares of Common
Stock.
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Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher as to the validity of
the options to be sold.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (contained in the signature pages of
this Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 23rd day of
December, 1997.
THE TOPPS COMPANY, INC.
By: /s/ Arthur T. Shorin
-----------------------------
Arthur T. Shorin
Chairman of the Board and
Chief Executive Officer
2
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Each of the undersigned officers and directors of The Topps Company,
Inc. hereby severally constitutes and appoints Arthur T. Shorin and Scott
Silverstein, and each of them, his true and lawful attorney-in-fact, in any and
all capacities, with full power of substitution, to sign any further amendments
to this Registration Statement (including post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact, or
either of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Arthur T. Shorin Chairman of the Board, Chief December 23, 1997
- ------------------------ Executive Officer and Director
Arthur T. Shorin (principal executive officer)
/s/ Catherine Jessup Vice President and December 23, 1997
- ------------------------ Chief Financial Officer
Catherine Jessup (principal financial and
accounting officer)
/s/ Seymour P. Berger Director December 23, 1997
- ------------------------
Seymour P. Berger
/s/ Allan A. Feder Director December 23, 1997
- ------------------------
Allan A. Feder
/s/ David M. Mauer Director December 23, 1997
- ------------------------
David M. Mauer
/s/ Stephen D. Greenberg Director December 23, 1997
- ------------------------
Stephen D. Greenberg
3
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Signature Title Date
- --------- ----- ----
/s/ Wm. Brian Little Director December 23, 1997
- ------------------------
Wm. Brian Little
/s/ Jack H. Nusbaum Director December 23, 1997
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Jack H. Nusbaum
/s/ Stanley Tulchin Director December 23, 1997
- ------------------------
Stanley Tulchin
4
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INDEX TO EXHIBITS
Exhibit No.
- -----------
5 Opinion of Willkie Farr & Gallagher as to the validity of
the options to be sold.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in exhibit
5).
24 Powers of Attorney (contained in the signature pages to this
Registration Statement)
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Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
December 30, 1997
The Topps Company, Inc.
One Whitehall Street
New York, NY 10004
Ladies and Gentlemen:
We have acted as counsel to The Topps Company, Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission on or
about December 31, 1997, in connection with the registration under the
Securities Act of 1933, as amended, by the Company of the sale of options (the
"Options") to purchase an aggregate of 900,000 shares of the Company's common
stock, par value $0.01 per share, issuable under The Topps Company, Inc. 1996
Stock Option Plan (the "Plan").
As counsel for the Company, we have examined, among other things, originals
and/or copies (certified or otherwise identified to our satisfaction) of such
documents, certificates and records as we deemed necessary and appropriate for
the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Options have been duly
and validly authorized for issuance and, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement.
This opinion is limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and federal law.
Very truly yours,
/s/ Willkie Farr & Gallagher
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[DELOITTE & TOUCHE LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Topps Company Inc. (the "Company") on Form S-8 of our report dated April 1,
1997 appearing in the Annual Report on Form 10-K of the Company for the year
ended March 1, 1997.
/s/ Deloitte & Touche LLP
New York, New York
December 29, 1997
