<PAGE>
As filed with the Securities and Exchange Commission on March 2, 1999
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, including zip code, of principal executive offices)
------------------------------------------------------------
The Topps Company, Inc. 1994 Non-Employee Director Stock Option Plan
(Amended and Restated as of May 18, 1998)
(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, including zip code, and telephone number, including area code,
of agent for service)
------------------------------------------------------------
Copies to
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
=======================================================================================================================
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share (1) price (1) registration fee
- ------------------------- ----------------------- ------------------------ ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share 264,000 $4.3125 $1,138,500 $316.50
=======================================================================================================================
</TABLE>
================================================================================
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act")
based upon the average of the high and low sales prices of the Common Stock as
reported by the Nasdaq National Market on February 24, 1999.
<PAGE>
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
February 28, 1998, 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 28, 1998 (as amended by the Company's Amendment on Form 10-Q/A
filed on July 22, 1998), August 29, 1998, and November 28, 1998 filed
pursuant to the Exchange Act;
(c) The Company's Registration Statement on Form S-8, Registration No.
33-59625, dated May 26, 1995, filed pursuant to the Securities Act; and
(d) The description of the 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 76,000 shares of Common
Stock. As a non-employee director of the Company, Mr. Nusbaum will participate
in and receive options to purchase shares of Common Stock pursuant to the terms
of the Plan, along with the other non-employee directors.
<PAGE>
Item 8. EXHIBITS
Exhibit No.
- -----------
5 Opinion of Willkie Farr & Gallagher as to the validity of
the shares to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit
5).
24 Power of Attorney (reference is made to the signature page).
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 25th day of
February, 1999.
THE TOPPS COMPANY, INC.
By: /s/ Arthur T. Shorin
------------------------
Arthur T. Shorin
Chairman of the Board and Chief
Executive Officer
<PAGE>
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.
<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Arthur T. Shorin Chairman of the Board, Chief February 25, 1999
- ------------------------ Executive Officer and Director
Arthur T. Shorin (principal executive officer)
/s/ Catherine Jessup Vice President and February 25, 1999
- ------------------------ Chief Financial Officer
Catherine Jessup (principal financial and
accounting officer)
/s/ Seymour P. Berger Director February 25, 1999
- ------------------------
Seymour P. Berger
/s/ Allan A. Feder Director February 25, 1999
- ------------------------
Allan A. Feder
/s/ David M. Mauer Director February 25, 1999
- ------------------------
David M. Mauer
/s/ Stephen D. Greenberg Director February 25, 1999
- ------------------------
Stephen D. Greenberg
<PAGE>
/s/ Wm. Brian Little Director February 25, 1999
- ------------------------
Wm. Brian Little
/s/ Jack H. Nusbaum Director February 25, 1999
- ------------------------
Jack H. Nusbaum
/s/ Stanley Tulchin Director February 25, 1999
- ------------------------
Stanley Tulchin
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
- -----------
5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature pages).
<PAGE>
EXHIBIT 5
<PAGE>
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
February 26, 1999
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 February 26, 1999, in connection with the registration under the
Securities Act of 1933, as amended, by the Company of an aggregate of 264,000
shares (the "Shares") of the Company's common stock, par value $0.01 per share,
issuable under The Topps Company, Inc. 1994 Non-Employee Director Stock Option
Plan (Amended and Restated as of May 18, 1998) (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 Shares to be originally
issued have been duly and validly authorized for issuance and, when originally
issued in accordance with the terms of the Plan for a consideration of at least
$0.01 per Share, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement. In giving such consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
This opinion is limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>
EXHIBIT 23.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Topps Company, Inc. on Form S-8 of our reports dated April 3, 1998 (May 11,
1998 as to Note 9), appearing in [and incorporated by reference in] the Annual
Report on Form 10-K of The Topps Company, Inc. for the year ended February 28,
1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
February 26, 1999
<PAGE>
EXHIBIT 23.2
(Contained in Exhibit 5)
<PAGE>
EXHIBIT 24
(Reference is made to the signature pages.)
