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 ======================================================================================================================= 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 - ------------------------- ----------------------- ------------------------ ---------------------- --------------------- Common Stock, $0.01 par value per share 264,000 $4.3125 $1,138,500 $316.50 ======================================================================================================================= ================================================================================ (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. 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. 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 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 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 /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 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).