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):  November 16, 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.

Attached hereto as Exhibit 99.1 is a copy of a press release that Hot Topic, Inc. issued on November 16, 2011, containing certain financial information for the third quarter ended October 29, 2011.

The information in this Item 2.02 and the corresponding exhibit are 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, or the Exchange Act, regardless of any general incorporation language in such filing.

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

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on November 16, 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: November 16, 2011

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on November 16, 2011.

EX-99.1

Exhibit 99.1

Hot Topic, Inc. Reports 3rd Quarter Financial Results

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)--November 16, 2011--Hot Topic, Inc. (Nasdaq: HOTT), reported results for its third quarter of fiscal 2011 (13 weeks) ended October 29, 2011.

The company reported net income in the third fiscal quarter of $3.1 million, or $0.07 per share, compared to net income of $0.4 million, or $0.01 per share, for the comparable period last year. The results for the third quarter ended October 30, 2010 include a non-cash asset impairment charge of $3.0 million, or $0.04 per diluted share, related to the impairment of ShockHound assets. On a non-GAAP basis, which excludes the ShockHound impairment, the third quarter 2010 results were net income of $0.05 per share. (Refer to GAAP to non-GAAP reconciliation).

Total sales for the third quarter of fiscal 2011 decreased 4.0% to $175.8 million compared to $183.2 million for the third quarter last year. Total company comparable store sales decreased 1.6% for the third quarter of fiscal 2011. A summary of the sales results by division was included in the third quarter sales release.

A conference call to discuss third quarter results, business trends, guidance and other matters is scheduled for November 16, 2011 at 4:30 PM (ET). The live conference call number is 800-299-9630, 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 29979044, 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 October 29, 2011, the company operated 634 Hot Topic stores in all 50 states, Puerto Rico and Canada, 146 Torrid stores, and Internet stores hottopic.com and torrid.com. During the third quarter of fiscal 2011, the company opened one Torrid store and closed two Hot Topic stores. The company also remodeled or relocated ten Hot Topic stores and one Torrid store during the quarter.

This news release and the aforementioned conference call contain forward-looking statements, which may include statements relating to 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 29, 2011, 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.

HOT TOPIC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	Oct. 29, 2011			Oct. 30, 2010
Net sales	$	175,822		$	183,219
Cost of goods sold, including buying, distribution and occupancy costs		116,238			118,669
Gross margin		59,584			64,550
Selling, general & administrative expenses		55,361			64,229
Income from operations		4,223			321
Interest and other income, net		88			114
Income before provision for income taxes		4,311			435
Provision for income taxes		1,198			45
Net income	$	3,113		$	390
Earnings per share:
Basic and Diluted	$	0.07		$	0.01
Shares used in computing earnings per share:
Basic		43,942			44,616
Diluted		44,481			44,662
	Nine Months Ended
	Oct. 29, 2011			Oct. 30, 2010
Net sales	$	488,045		$	495,873
Cost of goods sold, including buying, distribution and occupancy costs		329,389			330,838
Gross margin		158,656			165,035
Selling, general & administrative expenses		176,919			178,066
Loss from operations		(18,263	)		(13,031	)
Interest and other income, net		222			246
Loss before benefit for income taxes		(18,041	)		(12,785	)
Benefit for income taxes		(7,274	)		(5,128	)
Net loss	$	(10,767	)	$	(7,657	)
Loss per share:
Basic and Diluted	$	(0.24	)	$	(0.17	)
Shares used in computing loss per share:
Basic and Diluted		44,492			44,526

HOT TOPIC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
	Oct. 29, 2011		Oct. 30, 2010
Current Assets:
Cash, cash equivalents and short-term investments	$	41,776	$	57,952
Inventory		84,911		90,743
Prepaid expenses and other		25,859		22,421
Deferred tax assets		2,832		6,036
Total current assets		155,378		177,152
Property and equipment, net		108,413		130,522
Deposits and other		4,743		4,258
Long-term investments		1,737		2,480
Deferred tax assets		6,395		6,113
Total assets	$	276,666	$	320,525
Current Liabilities:
Accounts payable	$	33,896	$	29,785
Accrued liabilities		36,637		35,023
Income taxes payable		665		538
Total current liabilities		71,198		65,346
Deferred rent		21,559		28,594
Deferred compensation liability		4,587		4,094
Income taxes payable		1,224		2,380
Total liabilities		98,568		100,414
Total shareholders’ equity		178,098		220,111
Total liabilities and shareholders’ equity	$	276,666	$	320,525

OTHER DATA
(Dollars in thousands)
(Unaudited)
	Nine Months Ended
	Oct. 29, 2011		Oct. 30, 2010
Depreciation and amortization	$	27,070	$	29,397
Capital expenditures	$	17,112	$	23,739
Total company store square footage		1,486,000		1,585,000
Hot Topic average store size		1,770		1,762
Torrid average store size		2,497		2,496

HOT TOPIC, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(In thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	October 29, 2011						October 30, 2010
	Reported		Charges		Non-GAAP		Reported		Charges		Non-GAAP
Net sales	$	175,822	$	-	$	175,822	$	183,219	$	-	$	183,219
Cost of goods sold, including buying, distribution and occupancy costs		116,238		-		116,238		118,669		-		118,669
Gross margin		59,584		-		59,584		64,550		-		64,550
Selling, general and administrative expenses		55,361		-		55,361		64,229		2,976		61,253
Income from operations		4,223		-		4,223		321		2,976		3,297
Interest and other income, net		88		-		88		114		-		114
Income before provision for income taxes		4,311		-		4,311		435		2,976		3,411
Provision for income taxes		1,198		-		1,198		45		1,193		1,238
Net income	$	3,113	$	-	$	3,113	$	390	$	1,783	$	2,173
Loss per share:
Basic	$	0.07			$	0.07	$	0.01			$	0.05
Diluted	$	0.07			$	0.07	$	0.01			$	0.05
Shares used in computing loss per share:
Basic		43,942				43,942		44,616				44,616
Diluted		44,481				44,481		44,662				44,662

	Nine Months Ended
	October 29, 2011								October 30, 2010
	Reported			Charges		Non-GAAP			Reported			Charges		Non-GAAP
Net sales	$	488,045		$	-	$	488,045		$	495,873		$	-	$	495,873
Cost of goods sold, including buying, distribution and occupancy costs		329,389			5,401		323,988			330,838			-		330,838
Gross margin		158,656			5,401		164,057			165,035			-		165,035
Selling, general and administrative expenses		176,919			11,176		165,743			178,066			2,976		175,090
Loss from operations		(18,263	)		16,577		(1,686	)		(13,031	)		2,976		(10,055	)
Interest and other income, net		222			-		222			246			-		246
Loss before benefit for income taxes		(18,041	)		16,577		(1,464	)		(12,785	)		2,976		(9,809	)
Benefit for income taxes		(7,274	)		6,283		(991	)		(5,128	)		1,193		(3,935	)
Net loss		($10,767	)	$	10,294		($473	)		($7,657	)	$	1,783		($5,874	)
Loss per share:
Basic	$	(0.24	)			$	(0.01	)	$	(0.17	)			$	(0.13	)
Diluted	$	(0.24	)			$	(0.01	)	$	(0.17	)			$	(0.13	)
Shares used in computing loss per share:
Basic		44,492					44,492			44,526					44,526
Diluted		44,492					44,492			44,526					44,526

NON-GAAP PERFORMANCE MEASURES – Hot Topic, Inc. reports its financial results in accordance with generally accepted accounting principles (GAAP). However, management believes that non-GAAP performance measures, which exclude certain items that the Company does not consider part of its ongoing operating results when assessing the performance of the Company, present the operating results of the Company on a basis consistent with those used in managing the Company's business and provide users of the Company's financial information with a more meaningful report on the condition of the Company's business. Non-GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.

Within this release, the Company has excluded the following items for its non-GAAP performance measures:

Year-To-Date (nine months ended October 29, 2011) - $16.6 million of charges consist of the following items:

• $17.2 million of charges, comprising of $6.2 million in cost of goods sold and $11.0 million in selling, general and administrative expenses, related to the strategic business changes previously announced on March 28, 2011.
• ($0.6) million net recovery of charges, comprising of $0.8 million recovery in cost of goods sold and $0.2 million charge in selling, general and administrative expenses, related to the implementation of the cost reduction plan previously announced on November 16, 2010.

Third quarter of fiscal 2010 and Year-To-Date (three and nine months ended October 30, 2010) - $3.0 million of charges consist of the following items:

• $3.0 million non-cash asset impairment charge relating to the impairment of ShockHound assets in selling, general and administrative expenses.

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