-----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, LPJs6E3kL8UVkF3BOXADRGsdK1RLrKwItN3I8QfGpsU3n+JkQI15Aj4RsRPg3Cyz QesRLEJVvlAyEgsdfNK/sQ== 0001019687-00-001716.txt : 20001204 0001019687-00-001716.hdr.sgml : 20001204 ACCESSION NUMBER: 0001019687-00-001716 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOT TOPIC INC /CA/ CENTRAL INDEX KEY: 0001017712 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 770198182 STATE OF INCORPORATION: CA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28784 FILM NUMBER: 782333 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 8-K 1 0001.txt HOT TOPIC, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): DECEMBER 1, 2000 HOT TOPIC, INC. (Exact name of registrant as specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation) 0-28784 77-0198182 (Commission File No.) (IRS Employer Identification No.) 18305 EAST SAN JOSE AVENUE CITY OF INDUSTRY, CALIFORNIA 91748 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (626) 839-4681 ITEM 5. OTHER EVENTS. On December 1, 2000, Hot Topic, Inc. ("Hot Topic") announced the Board of Directors of Hot Topic approved a two-for-one stock split to be implemented as a 100% stock dividend (the "Stock Split"). Each Hot Topic shareholder of record as of December 14, 2000 will receive one additional share of Common Stock for each share of Common Stock held. In addition, the number of shares of Common Stock reserved for issuance or subject to outstanding options granted under Hot Topic's employee stock plans will increase by 100%. The following Registration Statements will cover the increase in the number of shares as a result of the Stock Split: 333-13875; 333-58173; 333-43992. Hot Topic hereby incorporates by reference the contents of the news release announcing the Stock Split filed as Exhibit 99.1 to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 News Release dated December 1, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HOT TOPIC, INC. Dated: December 1, 2000 By: /s/ Jay A. Johnson -------------------------- Jay A. Johnson Chief Financial Officer INDEX TO EXHIBITS 99.1 News Release dated December 1, 2000. EX-99.1 2 0002.txt NEWS RELEASE EXHIBIT 99.1 ** NEWS RELEASE ** Contact: MR. JAY A. JOHNSON CHIEF FINANCIAL OFFICER Hot Topic, Inc. (626) 839-4681 BOARD OF DIRECTORS DECLARES TWO-FOR-ONE STOCK SPLIT CITY OF INDUSTRY, CA, Dec. 1, 2000 -- Hot Topic, Inc. (NasdaqNM:HOTT), a mall-based specialty retailer of music-licensed and music-influenced apparel, accessories and gift items for teens, announced today that its Board of Directors has declared a two-for-one split (in the form of a dividend) of its common stock. On the effective date of December 27, 2000, shareholders will receive a dividend of one additional share for every share they own on the record date of December 14, 2000. Following the effective date of the split, Hot Topic will have approximately 20.1 million shares outstanding. The Company previously split its stock, also two-for-one, on December 28,1999. Betsy McLaughlin, President and Chief Executive Officer, said, "We are pleased to announce the second split of our stock since the September 1996 Initial Public Offering. We believe that the stock split should benefit Hot Topic stockholders by making our stock more accessible to all investors, and by increasing liquidity." McLaughlin continued, "Our business is strong; we have reported seven consecutive quarters of double digit comp sales increases, and earnings grew 126% in fiscal 1999 and have grown 92% in the first nine months of fiscal 2000. We are well positioned for Holiday and confident in our ability to expand and grow Hot Topic over the long-term." Hot Topic, Inc. is a mall-based specialty retailer of music-licensed and music-influenced apparel, accessories and gift items for young men and women principally between the ages of 12 and 22. The Company currently operates 274 stores in 45 states throughout the United States, and an Internet store www.hottopic.com. Except for the historical information contained herein, this news release contains forward-looking statements, including statements relating to the stock split and effects relating thereto and to new store openings and expected financial results. These statements involve risks and uncertainties, including risks and uncertainties associated with meeting expected financial results, management of growth, relationships with mall developers and operators, the risk that available cash or mall space will not be adequate for planned expansion, fluctuations in sales and comp store sales results, risks and uncertainties with respect to new store openings including risks associated with the Company's new store concepts and Internet store, music and fashion trends, competition from other retailers, uncertainties generally associated with specialty retailing, as well as other risks detailed from time to time in the Company's Securities and Exchange Commission reports, including its Annual Report on Form 10-K for the year ended January 29, 2000. The historical results achieved are not necessarily indicative of future prospects of the Company. -----END PRIVACY-ENHANCED MESSAGE-----