0001359824-11-000009.txt : 20110413 0001359824-11-000009.hdr.sgml : 20110413 20110413130530 ACCESSION NUMBER: 0001359824-11-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110413 DATE AS OF CHANGE: 20110413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOT TOPIC INC /CA/ CENTRAL INDEX KEY: 0001017712 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 770198182 STATE OF INCORPORATION: CA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48895 FILM NUMBER: 11756562 BUSINESS ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 BUSINESS PHONE: 6268394681 MAIL ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91768 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Drapkin Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6037 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 SC 13D/A 1 schedule13da.htm BD SCHEDULE 13DA 41211 schedule13da.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 3)

Under the Securities Exchange Act of 1934

HOT TOPIC, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

441339108
(CUSIP Number)

Becker Drapkin Management, L.P.
Attn:  Steven R. Becker
Attn:  Matthew A. Drapkin
300 Crescent Court
Suite 1111
Dallas, Texas 75201
(214) 756-6016

With a copy to:

Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


April 11, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

SCHEDULE 13D
 
CUSIP No. 441339108
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
1,000,800
8
SHARED VOTING POWER
 
2,138,049
9
SOLE DISPOSITIVE POWER
 
1,000,800
10
SHARED DISPOSITIVE POWER
 
2,138,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,138,849
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, PN

 

 
 
 
 

 
CUSIP No. 441339108
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Becker Drapkin Partners (QP), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
811,657
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
811,657
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
811,657
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

 
 
 
 

 
CUSIP No. 441339108
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
Becker Drapkin Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
103,293
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
103,293
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
103,293
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 
 

 

CUSIP No. 441339108
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
 
BD Partners I, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
1,223,099
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,223,099
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,223,099
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
 
 
 

 

CUSIP No. 441339108
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
BC Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,138,849
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,138,849
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,138,849
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, OO


 
 
 
 

 
CUSIP No. 441339108
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven R. Becker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
2,819
8
SHARED VOTING POWER
 
3,138,849
9
SOLE DISPOSITIVE POWER
 
2,819
10
SHARED DISPOSITIVE POWER
 
3,138,849
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,141,668
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 

 
CUSIP No. 441339108
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Matthew A. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
2,819
8
SHARED VOTING POWER
 
3,138,849
9
SOLE DISPOSITIVE POWER
 
2,819
10
SHARED DISPOSITIVE POWER
 
3,138,849
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,141,668
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 
 
 
 
 
This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2010, Amendment No. 1 thereto, filed with the SEC on September 21, 2010,  and Amendment No. 2 thereto, filed with the SEC on October 18, 2010, with respect to the common stock (the “Common Stock”) of Hot Topic, Inc., a California corporation (the “Issuer”).

Item 5.
Interest in Securities of the Issuer
 
 
Subparagraphs (a) through (c) of Item 5 are amended and supplemented to add the following information for updating as of the date hereof:
 
The Reporting Persons may be deemed to beneficially own in the aggregate 3,144,487 shares of Common Stock.  Based upon a total of 44,648,406 outstanding shares of Common Stock, as reported in the Issuer’s annual report on Form 10-K for the period ending January 29, 2011, the Reporting Persons’ shares represent approximately 7.043% of the outstanding shares of Common Stock.
 
Becker Drapkin QP owns 811,657 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 1.818% of the outstanding shares of Common Stock.
 
Becker Drapkin, L.P. owns 103,293 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.231% of the outstanding shares of Common Stock.
 
BD Partners I owns 1,223,099 shares of Common Stock (the “BD Partners I Shares”), which represent approximately 2.739% of the outstanding shares of Common Stock.
 
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares.  BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) 1,000,800 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 2.242% of the outstanding shares of Common Stock.  BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares.
 
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock in the last 60 days, all of which were brokered transactions, are set forth below.
 

Name of Reporting Person
Date
Number of Shares Purchased (Sold)
Average Price per Share
BD Management
4/8/2011
100,100
$5.9616
BD Management
4/11/2011
19,900
$5.9508
BD Management
4/12/2011
101,400
$6.0006
       
BD Partners I
4/8/2011
75,150
$5.9616
BD Partners I
4/11/2011
38,263
$5.9503
BD Partners I
4/11/2011
27,390
$5.9700
BD Partners I
4/11/2011
36,105
$5.9350
BD Partners I
4/11/2011
148,238
$6.0000
BD Partners I
4/12/2011
40,000
$6.0000
       
Becker Drapkin QP
4/8/2011
65,306
$5.9616
Becker Drapkin QP
4/11/2011
6,811
$5.9503
Becker Drapkin QP
4/11/2011
4,876
$5.9700
Becker Drapkin QP
4/11/2011
6,427
$5.9350
Becker Drapkin QP
4/11/2011
26,385
$6.0000
       
Becker Drapkin, L.P.
4/8/2011
9,844
$5.9616
Becker Drapkin, L.P.
4/11/2011
1,026
$5.9503
Becker Drapkin, L.P.
4/11/2011
734
$5.9700
Becker Drapkin, L.P.
4/11/2011
968
$5.9350
Becker Drapkin, L.P.
4/11/2011
3,977
$6.0000


   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
 
 
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
 
On April 13, 2011, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements (including any amendments) on Schedule 13D with respect to the securities of the Issuer.  A copy of this agreement is attached as Exhibit 1 hereto and is incorporated by reference herein.
 
Item 7.
Material to Be Filed as Exhibits
 
Exhibit 1
Joint Filing Agreement, dated April 13, 2011, by and among BD Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners I, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin.


 
 
 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           April 13, 2011

 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS, (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BD PARTNERS I, L.P.
 
 
 
 
By:
Becker Drapkin Management, L.P., its general partner
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
STEVEN R. BECKER
 
 
  
   
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
 
 
  
   
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact

EX-1 2 exhibit1.htm EXHIBIT 1 13DA 4.12.11 exhibit1.htm
Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Hot Topic, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: April 13, 2011

 
BECKER DRAPKIN MANAGEMENT, L.P.
   
 
By:
BC Advisors, LLC, its general partner
   
   
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
   
 
BECKER DRAPKIN PARTNERS, (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BECKER DRAPKIN PARTNERS, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BD PARTNERS I, L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Andrew S. McLelland
       
Name: Andrew S. McLelland
       
Title: Attorney-in-Fact
     
 
BC ADVISORS, LLC
 
 
  
 
By:
/s/ Andrew S. McLelland
   
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact
     
 
     
 
STEVEN R. BECKER
 
 
  
   
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
     
Title: Attorney-in-Fact
     
 
MATTHEW A. DRAPKIN
 
 
  
   
By:
/s/ Andrew S. McLelland
     
Name: Andrew S. McLelland
   
Title: Attorney-in-Fact