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 7, 2012

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 March 7, 2012 containing certain financial information for the fourth quarter and fiscal year ended January 28, 2012.

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 March 7, 2012.

[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 7, 2012

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on March 7, 2012.

EX-99.1

Exhibit 99.1

Hot Topic, Inc. Reports 4th Quarter Financial Results

Increases quarterly dividend and issues guidance for 1st quarter 2012

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)--March 7, 2012--Hot Topic, Inc. (Nasdaq Global Select Market:HOTT) reported results for its fiscal fourth quarter and fiscal year of 2011 (13 weeks and 52 weeks, respectively, ended January 28, 2012).

The company reported net income in the fourth quarter of $9.0 million, or $0.21 per share, compared to a net loss of $0.6 million, or $0.01 per share, for the comparable period last year. The fourth quarter results for last year include $9.8 million of expenses, for the implementation of the cost reduction plan. On a non-GAAP basis, which excludes the cost reduction plan expenses, the fourth quarter 2010 results were net income of $0.12 per share. (Refer to GAAP to non-GAAP reconciliation.)

For the fiscal year of 2011, the company reported a net loss of $1.8 million, or $0.04 per share, compared to a net loss of $8.2 million, or $0.18 per share, for last year. The results for fiscal 2011 include a charge of $16.6 million for the implementation of the strategic business changes and cost reduction plan. The results for fiscal 2010 include a charge of $12.8 million for the implementation of the cost reduction plan and non-cash impairment of ShockHound assets. On a non-GAAP basis, which excludes the charges for the strategic business changes, cost reduction plan and ShockHound impairment, fiscal year 2011 net income was $0.19 per share compared to a net loss of $0.01 per share for fiscal year 2010. (Refer to GAAP to non-GAAP reconciliation.)

Total sales for the fourth quarter of fiscal 2011 decreased 1.2% to $209.9 million compared to $212.4 million for the fourth quarter last year. Total company comparable store sales increased 1.3% for the fourth quarter of fiscal 2011. A summary of the sales results by division was included in the January sales release.

The company’s Board authorized an increase in the regular quarterly dividend to $0.08 per share from $0.07 per share, a 14% increase. Lisa Harper, Chief Executive Officer, commented, "By increasing our quarterly dividend, our Board of Directors has demonstrated its confidence in our strategic direction and our ability to execute to our plan. The strength of our balance sheet and the substantial free cash flow generated by our business provide us with the financial flexibility to return capital to our shareholders in this manner."

The company issued first quarter guidance (13 weeks ending April 28, 2012) of earnings per share in the range of $0.02 to $0.05, as compared to a loss per share of $0.17 last year, which included $12.4 million of expenses, or $0.17 per share, for the charges related to strategic business changes and cost reduction plan. This guidance is based upon a comp store sales increase in the mid-single-digit percentage range. Starting in the first quarter of fiscal 2012, the company will report internet sales in its comp store sales results.

At the end of the fourth quarter of fiscal 2011, the company operated 628 Hot Topic stores and 148 Torrid stores compared to 657 Hot Topic stores and 153 Torrid stores at the end of the fourth quarter of fiscal 2010. During the fourth quarter of fiscal 2011, the company closed six Hot Topic stores, opened four Torrid stores and closed two Torrid stores.

A conference call to discuss fourth quarter and fiscal year results, business trends, guidance and other matters is scheduled for March 7, 2012 at 4:30 PM (ET). The conference call number is 800-599-9795, 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 94960510, 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. Torrid offers apparel, lingerie, shoes and accessories designed for various lifestyles for young plus-size women. As of January 28, 2012, the company operated 628 Hot Topic stores in all 50 states, Puerto Rico and Canada, 148 Torrid stores, and Internet stores hottopic.com and torrid.com.

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)
	Fourth Quarter Ended
	Jan. 28, 2012	Jan. 29, 2011
Net sales	$209,889	$212,371
Cost of goods sold, including buying,
distribution and occupancy costs	135,692	144,079
Gross margin	74,197	68,292
Selling, general & administrative expenses	59,382	69,023
Income(loss) from operations	14,815	(731)
Other income and interest, net	88	90
Income (loss) before provision (benefit)
for income taxes	14,903	(641)
Provision (benefit) for income taxes	5,947	(63)
Net income (loss)	$8,956	$(578)
Earnings (loss) per share:
Basic	$0.21	$(0.01)
Diluted	$0.21	$(0.01)
Weighted average shares outstanding
Basic	42,068	44,638
Diluted	42,451	44,638

	Year Ended
	Jan. 28, 2012			Jan. 29, 2011
Net sales	$	697,934		$	708,244
Cost of goods sold, including buying,
distribution and occupancy costs		465,081			474,917
Gross margin		232,853			233,327
Selling, general & administrative expenses		236,308			247,089
Loss from operations		(3,455	)		(13,762	)
Other income and interest, net		310			336
Loss before benefit for income taxes		(3,145	)		(13,426	)
Benefit for income taxes		(1,327	)		(5,191	)
Net loss	$	(1,818	)	$	(8,235	)
Loss per share:
Basic	$	(0.04	)	$	(0.18	)
Diluted	$	(0.04	)	$	(0.18	)
Weighted average shares outstanding
Basic		43,892			44,554
Diluted		43,892			44,554

HOT TOPIC, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	Jan. 28, 2012		Jan. 29, 2011
Current Assets
Cash, cash equivalents and short-term
investments	$	66,118	$	76,556
Inventory		70,800		70,267
Prepaid expenses and other		19,574		21,714
Deferred tax assets		5,953		6,050
Total current assets		162,445		174,587
Property and equipment, net		105,790		123,219
Deposits and other		4,902		4,550
Long-term investments		1,722		2,983
Deferred tax assets		3,104		5,268
Total assets	$	277,963	$	310,607
Current Liabilities
Accounts payable	$	23,828	$	22,024
Accrued liabilities		44,253		37,963
Income taxes payable		171		668
Total current liabilities		68,252		60,655
Deferred rent and other		20,486		26,255
Deferred compensation liability		4,410		4,289
Income taxes payable		1,812		1,911
Total liabilities		94,960		93,110
Total shareholders’ equity		183,003		217,497
Total liabilities and shareholders’ equity	$	277,963	$	310,607

HOT TOPIC, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	Year Ended
	Jan. 28, 2012			Jan. 29, 2011
Operating Activities
Net loss		($1,818	)		($8,235	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation and amortization		35,729			40,926
Change in inventory		(536	)		6,203
Other, net		12,521			(3,876	)
Net cash flows provided by operating activities		45,896			35,018
Investing activities
Purchases of property and equipment		(23,891	)		(31,031	)
Net cash from sale of (used to) purchase investments		10,053			(14,525	)
Net cash flows used by investing activities		(13,838	)		(45,556	)
Financing activities
Repurchase of common stock		(25,079	)		-
Payment of cash dividends		(12,199	)		(57,017	)
Excess tax benefit from stock-based compensation		592			246
Proceeds from employee stock purchase and stock
options exercised		3,132			1,349
Payment of capital lease obligation		(191	)		(571	)
Net cash used by financing activities		(33,745	)		(55,993	)
Decrease in cash and cash equivalents		(1,687	)		(66,531	)
Effect of foreign currency exchange rate changes on cash		(14	)		83
Cash and cash equivalents at beginning of period		51,316			117,764
Cash and cash equivalents at end of period	$	49,615		$	51,316

HOT TOPIC, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(In thousands, except per share amounts)
(Unaudited)
	Quarter Ended
	January 28, 2012						January 29, 2011
	Reported		Charges		Non-GAAP		Reported			Charges		Non-GAAP
Net sales	$	209,889	$	-	$	209,889	$	212,371		$	-	$	212,371
Cost of goods sold, including
buying, distribution and
occupancy costs		135,692		-		135,692		144,079			5,753		138,326
Gross margin		74,197		-		74,197		68,292			5,753		74,045
Selling, general and
administrative expenses		59,382		-		59,382		69,023			4,003		65,020
Income (loss) from operations		14,815		-		14,815		(731	)		9,756		9,025
Interest and other income, net		88		-		88		90			-		90
Income (loss) before provision
(benefit) for income taxes		14,903		-		14,903		(641	)		9,756		9,115
Provision (benefit) for income taxes		5,947		-		5,947		(63	)		3,727		3,664
Net income (loss)	$	8,956	$	-	$	8,956	$	(578	)	$	6,029	$	5,451
Earnings (loss) per share:
Basic	$	0.21			$	0.21	$	(0.01	)			$	0.12
Diluted	$	0.21			$	0.21	$	(0.01	)			$	0.12

	Year Ended
	January 28, 2012							January 29, 2011
	Reported			Charges		Non-GAAP		Reported			Charges		Non-GAAP
Net sales	$	697,934		$	-	$	697,934	$	708,244		$	-	$	708,244
Cost of goods sold, including
buying, distribution and
occupancy costs		465,081			5,401		459,680		474,917			5,753		469,164
Gross margin		232,853			5,401		238,254		233,327			5,753		239,080
Selling, general and
administrative expenses		236,308			11,176		225,132		247,089			6,979		240,110
(Loss) income from operations		(3,455	)		16,577		13,122		(13,762	)		12,732		(1,030	)
Interest and other income, net		310			-		310		336			-		336
(Loss) income before benefit for
income taxes		(3,145	)		16,577		13,432		(13,426	)		12,732		(694	)
(Benefit) provision for income taxes		(1,327	)		6,283		4,956		(5,191	)		4,920		(271	)
Net (loss) income	$	(1,818	)	$	10,294	$	8,476	$	(8,235	)	$	7,812	$	(423	)
(Loss) earnings per share:
Basic	$	(0.04	)			$	0.19	$	(0.18	)			$	(0.01	)
Diluted	$	(0.04	)			$	0.19	$	(0.18	)			$	(0.01	)

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:

Fiscal Year (year ended January 28, 2012)

- $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.

Fourth quarter of fiscal 2010 and Fiscal Year (quarter and year ended January 29, 2011)

- $12.7 million of charges consisting of the following items:

- $9.8 million of charges (recorded in the fourth quarter of fiscal 2010), comprising of $5.8 million in cost of goods sold and $4.0 million in selling, general and administrative expenses, related to the strategic business changes previously announced on March 28, 2011.

– $3.0 million non-cash asset impairment charge (recorded in the third quarter of fiscal 2010) for the impairment of ShockHound assets in selling, general and administrative expenses.

CONTACT:
Hot Topic, Inc.
Jim McGinty, CFO
626-839-4681 x2675