8-K

                                  UNITED STATES
                       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): AUGUST 12, 2003




                                 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 AND REQUIRED FD DISCLOSURE.

         On August 12, 2003, Hot Topic, Inc. ("Hot Topic") announced the Board
of Directors of Hot Topic approved a three-for-two stock split to be implemented
as a 50% stock dividend (the "Stock Split"). Each Hot Topic shareholder of
record as of the close of business on August 21, 2003 will receive one-half
additional share of Common Stock for each share of Common Stock held (i.e. one
additional share of Common Stock for each two shares of Common Stock held). Any
shareholder who would otherwise be entitled to receive a fraction of a share
will receive, in lieu of the fraction of a share, cash equal to the fair market
value thereof, which shall be based upon the closing sales price of the Common
Stock on the Nasdaq National Market on September 2, 2003, the distribution date
of the stock dividend.

         In addition, the number of shares of Common Stock reserved for issuance
or subject to outstanding options granted under Hot Topic's 1996 Equity
Incentive Plan, 1996 Non-Employee Directors' Stock Option Plan and Employee
Stock Purchase Plan, or outside of any Hot Topic stock plan, as applicable, will
increase by 50%. The following Registration Statements filed with the Securities
and Exchange Commission will cover the increase in such number of shares as a
result of the Stock Split: No. 333-13875 (filed October 10, 1996); No. 333-58173
(filed June 30, 1998); and No. 333-43992 (filed August 17, 2000). 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 August 12, 2003.


                                       2.


                                    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:  August 12, 2003                    /s/ James McGinty
                                           -------------------------------------
                                           James McGinty
                                           Chief Financial Officer and Secretary


                                       3.


                                INDEX TO EXHIBITS


         99.1     News Release dated August 12, 2003.

EX-99.1

                                  EXHIBIT 99.1


** NEWS RELEASE **                                       Contact:
                                                         Hot Topic, Inc.
                                                         Mr. Jim McGinty, CFO
                                                         (626) 839-4681 x2675
                                                         jmcginty@hottopic.com



               HOT TOPIC, INC. DECLARES THREE-FOR-TWO STOCK SPLIT

         CITY of INDUSTRY, CA, August 12, 2003 -- Hot Topic, Inc. (Nasdaq
National Market: HOTT), a national 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 three-for-two
split (in the form of a dividend) of its common stock. On the effective date of
September 2, 2003, shareholders will receive a dividend of one additional share
for every two shares they own at the close of business on the record date of
August 21, 2003. Cash will be paid in lieu of issuing fractional shares based on
the closing sales price of the Company's common stock on the effective date of
the split.

         Following the effective date of the split, Hot Topic will have
approximately 47.5 million shares outstanding. The Company split its stock
three-for-two on February 6, 2002, two-for-one on December 27, 2000 and also
two-for-one on December 28, 1999.

         The Company expects to issue a news release to report full financial
results for the second quarter ended August 2, 2003 after market close on
Wednesday, August 20, 2003. A conference call to discuss second quarter results,
business trends, and other matters will be conducted at 4:30pm Eastern time on
August 20, 2003. The conference call number is (888) 868-9080, and will be
accessible to all interested parties. It will also be webcast at
www.streetevents.com. A replay will be available at (973) 341-3080, pass code
3265628, and at www.streetevents.com.

         Hot Topic, Inc. is a national 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. Torrid, the
Company's second concept, is a mall-based specialty retailer of plus-size
fashion-forward apparel and accessories that targets young women principally
between the ages of 15 and 29. The Company currently operates 459 Hot Topic
stores in 49 states and Puerto Rico, 41 Torrid stores and Internet stores
www.hottopic.com and www.torrid.com.


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         Except for the historical information contained herein, this news
release contains forward-looking statements, including statements relating to
financial results, projections and other financial performance, and managing
growth. 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 comparable store sales results, risks and
uncertainties with respect to new store openings including risks associated with
the Company's new store concepts and Internet stores, music and fashion trends,
competition from other retailers, uncertainties generally associated with
specialty retailing, the effect of economic conditions, the effect of severe
weather or natural disasters, political and/or social changes or events that
could negatively impact shopping patterns and/or mall traffic as well as other
risks detailed from time to time in the Company's SEC reports, including its
Quarterly Report on Form 10-Q for the quarter ended May 3, 2003 and its Annual
Report on Form 10-K for the year ended February 1, 2003. The historical results
achieved are not necessarily indicative of the future prospects of the Company.


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