8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 28, 2011

Hot Topic, Inc.(Exact name of registrant as specified in charter)

California	0-28784	77-0198182
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
18305 E. San Jose Avenue
City of Industry, California		91748
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (626) 839-4681

Not Applicable.
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Reference is made to the information set forth in Items 2.02 and 9.01 of the Current Report on Form 8-K filed by Hot Topic, Inc. (the “Company”) on March 7, 2011, which is incorporated herein by reference.

The information so incorporated herein by reference is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On March 23, 2011, the Company’s Board of Directors approved certain business changes to better position the company for growth.  The business changes will involve discontinuing the ShockHound.com business operations; writing down unproductive inventory; and writing down fixed assets that are no longer critical to the strategic direction of the Company. 

In connection with the business changes, along with the severance costs related to recent changes in management, the Company estimates that it will incur a total pre-tax charge of approximately $15 million primarily in the first quarter of fiscal 2011, a portion of which will be a non-cash charge of approximately $9 million.  Of the $15 million charge, the Company expects that approximately $6 million will be incurred for the write down of unproductive inventory; $3 million for severance and discontinuing ShockHound.com business operations; $3 million for consulting fees for the review of the Company’s business and operations, including implementation of initiatives resulting from the review; and $3 million for the write down of certain fixed assets.

The Company’s current estimates and assumptions regarding the above changes are subject to significant uncertainty, including the unpredictable results of internal initiatives.  As a result, the Company’s estimated charges and cash outlays may differ from actual and may result in the Company not realizing the anticipated benefits.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)       On March 28, 2011, Amy Kocourek, the Chief Merchandising Officer of the company’s Hot Topic division, left the company.  Lisa Harper, Chief Executive Officer, will assume direct oversight for Hot Topic merchandising.

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 is a copy of a press release that Hot Topic, Inc. issued on March 28, 2011, containing, among other things, earnings guidance for the first quarter and full year of fiscal 2011 and announcing a change in the reporting frequency of sales results.

The information in this Item 7.01 and the corresponding exhibit are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

In addition, the information set forth in Items 2.05 and 5.02 above is incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits:

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. dated March 28, 2011.

[Remainder of page intentionally left blank; signature on following page.]

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.
	By:	/s/ JAMES MCGINTY
		James McGinty
		Chief Financial Officer
Date: March 28, 2011

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on March 28, 2011.

EX-99.1

Exhibit 99.1

Hot Topic, Inc. Announces 2011 Changes Including ShockHound Closure

Provides Guidance for the 1^st Quarter and Full Year of 2011

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)--March 28, 2011--Hot Topic, Inc. (NASDAQ Global Select Market: HOTT) today announced the following business changes to better position the company for growth:

1. Discontinuation of the ShockHound.com business operations.
2. Write down of unproductive inventory.
3. Write down of fixed assets that are no longer critical to the strategic direction of the company.

The company estimates that implementing these changes, along with the severance costs related to recent changes in management, will result in a total pre-tax charge of approximately $15 million ($0.21 per diluted share) primarily in the first quarter of fiscal 2011.

The company issued first quarter (13 weeks ending April 30, 2011) guidance of a loss in the range of $0.01 to $0.04 per share, excluding the costs associated with the above changes. This guidance is based upon a low-single-digit decline in comparable store sales. The company also announced full year (52 weeks ending January 28, 2012) guidance of earnings per diluted share of $0.05 to $0.15 based upon a comp performance that is in the range of flat to down low-single-digits, excluding the costs associated with the above changes. The company now estimates that capital expenditures for 2011 will be approximately $25 million.

The company announced that Amy Kocourek, the Chief Merchandising Officer of the company’s Hot Topic division, has left the company effective March 28, 2011. Following the departure of Ms. Kocourek, Lisa Harper, Chief Executive Officer, will assume direct oversight for Hot Topic merchandising.

The company also announced the discontinuation of monthly sales reporting, effective in the third quarter of fiscal 2011. The company will report quarterly sales results on the first Wednesday following the close of each fiscal quarter. The company will continue to report monthly sales results through the end of the second quarter of fiscal 2011.

A conference call to discuss fourth quarter and fiscal year end results, business trends, guidance and other matters is scheduled for today at 4:30 PM (ET). The conference call number is 866-713-8564, pass code “Hot Topic”, and will be accessible to all interested parties. It will also be webcast on the company’s Investor Relations website located at http://investorrelations.hottopic.com. A replay of the conference call will be available at 888-286-8010, pass code 67552082, for approximately two weeks. In addition, a webcast replay of the conference call will be available on the company’s Investor Relations website for approximately two weeks.

Hot Topic, Inc. is a mall and web based specialty retailer operating the Hot Topic and Torrid concepts. Hot Topic offers music/pop culture-licensed and music/pop culture-influenced apparel, accessories, music and gift items for young men and women principally between the ages of 12 and 22. Torrid offers apparel, lingerie, shoes and accessories designed for various lifestyles for plus-size females principally between the ages of 15 and 29. As of February 26, 2011, the company operated 653 Hot Topic stores in all 50 states, Puerto Rico and Canada, 151 Torrid stores, and Internet stores www.hottopic.com and www.torrid.com.

This news release and the aforementioned conference call contain forward-looking statements, which may include statements relating to the transition of our Chief Executive Officer, financial results, guidance, store and online operations (including closures, remodels and relocations), projections, financial performance including cost reductions and changes in business operations, and related matters. These statements involve risks and uncertainties, including risks and uncertainties associated with meeting expected financial results, fluctuations in sales and comparable store sales results, music, license and fashion trends, competition from other retailers, uncertainties generally associated with specialty retailing, technology and other risks associated with Internet sales, the effect of negative conditions in the economic environment (including global capital and credit markets), 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, relationships with mall developers and operators, relationships with our vendors, litigation proceedings and contingent liabilities, as well as other risks detailed in the company’s SEC reports including its Annual Report on Form 10-K for the year ended January 30, 2010 and its Quarterly Reports on Form 10-Q. Historical results achieved are not necessarily indicative of the future prospects of the company, and actual results or circumstances could differ materially from the forward-looking statements.

CONTACT:
Hot Topic, Inc., City of Industry, CA
Jim McGinty, CFO 626-839-4681 x2675