-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QONCKLBMUfknmnj1msqEO4yjZjziA00Hv5bV/66O87uO4MERZuFtTfdNj53eUTSx cfEhE6m5wraezKQyY31wyw== 0000899140-96-000277.txt : 19960613 0000899140-96-000277.hdr.sgml : 19960613 ACCESSION NUMBER: 0000899140-96-000277 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960302 FILED AS OF DATE: 19960612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOPPS CO INC CENTRAL INDEX KEY: 0000812076 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 112849283 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15817 FILM NUMBER: 96580010 BUSINESS ADDRESS: STREET 1: ONE WHITEHALL STREET CITY: NEW YORK STATE: NY ZIP: 10004-2109 BUSINESS PHONE: 2123760300 MAIL ADDRESS: STREET 1: ONE WHITEHALL ST STREET 2: ONE WHITEHALL ST CITY: NEW YORK STATE: NY ZIP: 10004 10-K/A 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended March 2, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from_____ to_______ Commission file number 0-15817 THE TOPPS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 11-2849283 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Whitehall Street, New York, NY 10004 (Address of principal executive offices) (Zip Code) (212) 376-0300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Not Applicable Securities registered pursuant to Section 12(g) of the Act: Common Stock par value $.01 (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of Common Stock held by non-affiliates as of May 17, 1996 was approximately $276,000,000. The number of outstanding shares of Common Stock as of May 17, 1996 was 47,047,510. Documents incorporated by reference Part ----------------------------------- ---- None 2 The Index to Exhibits contained in Item 14(a)(3) of Part IV of the Form 10-K of The Topps Company, Inc. ("Topps" or the "Company") for the fiscal year ended March 2, 1996 is amended in its entirety to read as follows: Item 14(a)(3) Index to Exhibits 3.1 - Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K dated December 3, 1991). 3.2 - Restated By-laws of the Company (Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K dated December 3, 1991). 10.1 - 1987 Stock Option Plan and form of Agreement pursuant to 1987 Stock Option Plan (Incorporated by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 {No. 33-13082}). 10.2 - Amendment to the 1987 Stock Option Plan dated June 24, 1992 (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended February 27, 1993). 10.3 - Retirement Plan and Trust as amended and restated effective February 28, 1993 (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended February 26, 1994). 10.4 - Vice Presidents' Incentive Bonus Plan. 10.5 - Supplemental Pension Agreement with Arthur T. Shorin (Incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1 {No. 33-13082}). 10.6 - Amendment to Supplemental Pension Agreement with Arthur T. Shorin dated May 18, 1994 (Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 1995). 10.7 - License Agreement and Letter Amendment thereto with Major League Baseball Promotion Corporation (Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 1991). 10.8 - Memorandum of Agreement with Major League Baseball Players Association dated April 10, 1995 (Incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 1995). 3 Index to Exhibits (continued) 10.9 - Settlement Agreement with Major League Baseball Players Association dated March 22, 1994 (Incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended February 26, 1994). 10.10 - Employment contract with Arthur T. Shorin (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-3 {No. 33-43567}). 10.11 - Amendment to employment contract with Arthur T. Shorin dated May 18, 1994 (Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 1995). 10.12 - Stock Option Agreement with Arthur T. Shorin dated March 29, 1995 (Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 1995). 10.13 - Employment contract with John J. Langdon (Incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-3 {No. 33-43567}). 10.14 - Amendment to employment contract with John J. Langdon dated June 23, 1993 (Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended February 26, 1994). 10.15 - Amendment to employment contract with John J. Langdon dated May 18, 1994 (Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 1995). 10.16 - Amendment to employment contract with John J. Langdon dated March 27, 1995 (Incorporated by reference Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 1995). 10.17 - Retail License Agreement with NBA Properties, Inc. dated July 25, 1995 (Incorporated by reference to Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 25, 1995). 10.18 - Agreement of Lease with One Whitehall Company dated February 24, 1994 (Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended February 26, 1994). 10.19 - 1994 Non-Employee Director Stock Option Plan (Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended February 26, 1994). 4 Index to Exhibits (continued) 10.20 - 1994 Stock Appreciation Rights Agreement with John J. Langdon dated as of March 30, 1994 (Incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended February 26, 1994). 10.21 - Agreement for the acquisition of the issued share capital of Merlin Publishing International plc dated May 17, 1995 (Incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the fiscal year ended February 25, 1995). 10.22 - Corporate Guaranty in favor of the Bank of Scotland (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 25, 1995). 10.23 - 1996 Stock Option Plan and form of agreement pursuant to 1996 Stock Option Plan. 10.24 - Employment Agreement between Peter Warsop and Merlin Publishing Limited dated June 9, 1989. 10.25 - Amendment to employment agreement between Peter Warsop and Merlin Publishing International plc dated July 6, 1995. 10.26 - Amendment to employment contract with Arthur T. Shorin dated May 22, 1996. 13 - Annual Report (Except for those portions specifically incorporated by reference, the 1996 Annual Report to Stockholders is furnished for the information of the Commission and is not to be deemed "filed" as part of this filing). 21 - Significant Subsidiaries of the Company. 23 - Consent of Independent Public Accountants. 27 - Financial Data Schedule. 5 Signature Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. June 12, 1996 By: /s/ Catherine K. Jessup Catherine K. Jessup Vice President-Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----