0001017712-13-000032.txt : 20130614 0001017712-13-000032.hdr.sgml : 20130614 20130614202739 ACCESSION NUMBER: 0001017712-13-000032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130612 FILED AS OF DATE: 20130614 DATE AS OF CHANGE: 20130614 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEHLITZ GEORGE CENTRAL INDEX KEY: 0001248275 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28784 FILM NUMBER: 13915469 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2013-06-12 1 0001017712 HOT TOPIC INC /CA/ HOTT 0001248275 WEHLITZ GEORGE 18305 E. SAN JOSE AVE. CITY OF INDUSTRY CA 91748 0 1 0 0 CHIEF FINANCIAL OFFICER Common Stock 2013-06-12 4 D 0 19701 14 D 0 D Non-Qualified Stock Option (right to buy) 4.56 2013-06-12 4 D 0 10000 9.44 D 2009-04-07 2018-04-07 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 5.77 2013-06-12 4 D 0 25000 8.23 D 2012-03-30 2021-03-30 Common Stock 25000 0 D Non-Qualified Stock Option (right to buy) 6.37 2013-06-12 4 D 0 15000 7.63 D 2011-03-17 2020-03-17 Common Stock 15000 0 D Non-Qualified Stock Option (right to buy) 9.56 2013-06-12 4 D 0 10000 4.44 D 2010-03-18 2019-03-18 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 9.69 2013-06-12 4 D 0 20000 4.31 D 2013-03-16 2022-03-16 Common Stock 20000 0 D Non-Qualified Stock Option (right to buy) 11.28 2013-06-12 4 D 0 50000 2.72 D 2014-01-21 2021-01-21 Common Stock 50000 0 D On March 6, 2013, Hot Topic, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with HT Merger Sub Inc., a California corporation ("Merger Sub") and a wholly owned subsidiary of 212F Holdings LLC, a Delaware limited liability company ("Parent"). On June 12, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, to the extent not previously vested, all outstanding stock and options under the Company's equity incentive plans became vested. Pursuant to the Merger Agreement, all shares of Company common stock were cancelled and exchanged for merger consideration of $14.00 per share in the Merger. Pursuant to the Merger Agreement, each option to acquire shares of Company's common stock vested and was cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the number of shares underlying the option multiplied by the difference between the per share merger consideration of $14.00 and the per share exercise price of this option. The option vests 25% one year after the date of grant and 6.25% at the end of each quarter thereafter. George Wehlitz 2013-06-14