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):  May 16, 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 May 16, 2012, containing certain financial information for the first quarter ended April 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 May 16, 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: May 16, 2012

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on May 16, 2012.

EX-99.1

Exhibit 99.1

Hot Topic, Inc. 1^st Quarter Financial Results Exceed Expectations

Company Reports Q1 Net Income of $3.8 million or $0.09 per share

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)--May 16, 2012--Hot Topic, Inc. (Nasdaq Global Select Market: HOTT) reported results for its first quarter of fiscal 2012 (13 weeks) ended April 28, 2012.

The company reported net income in the first fiscal quarter of $3.8 million, or $0.09 per share, compared to a net loss of $7.7 million, or $0.17 per share, for the comparable period last year. The results for the first quarter of 2011 include $12.4 million of expenses, or $0.17 per share, for the implementation of the strategic business changes and cost reduction plan. On a non-GAAP basis, which excludes these charges, the first quarter of 2011 results were $0.00 earnings per share. Refer to GAAP to non-GAAP reconciliation below).

Total sales for the first quarter of fiscal 2012 increased 6.4% to $171.5 million compared to $161.3 million for the first quarter last year. Total company comparable store sales increased 7.5% for the first quarter of fiscal 2012. A summary of the sales results by division was included in the first quarter sales release.

“Our first quarter sales and earnings increases at both the Hot Topic and Torrid brands exceeded our early expectations. The quarterly results demonstrate the success of our key strategies of returning the Hot Topic brand to its edgy, dark and sexy core, as well as bringing true fashion to the Torrid brand,” said Lisa Harper, Hot Topic, Inc. Chairman, and Chief Executive Officer.

“We are encouraged by the significant progress we have made over the past year to build a culture of progress, success and results at Hot Topic, Inc.,” Harper said. “Looking ahead, we believe our new systems, vertical sourcing, reinvigorated product offering and substantial unit growth at the Torrid brand will help us to generate continuous improvement across the businesses in the coming periods.”

At the end of the first quarter of fiscal 2012, the company operated 624 Hot Topic stores and 164 Torrid stores compared to 642 Hot Topic stores and 151 Torrid stores at the end of first quarter of fiscal 2011. During the first quarter of fiscal 2012, the company opened one Hot Topic store and 17 Torrid stores and closed five Hot Topic stores and one Torrid store. The company also remodeled or relocated 13 Hot Topic stores and one Torrid store during the quarter.

A conference call to discuss first quarter results, business trends, guidance and other matters is scheduled for May 16, 2012 at 4:30 PM (ET). The conference call number is 800-299-8538, 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 69061103, 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.

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 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 28, 2012, 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
	Apr. 28, 2012		Apr. 30, 2011
Net sales	$	171,544	$	161,273
Cost of goods sold, including buying,
distribution and occupancy costs		109,859		110,863
Gross margin		61,685		50,410
Selling, general & administrative expenses		55,603		62,799
Income (loss) from operations		6,082		(12,389	)
Interest and other income, net		62		52
Income (loss) before provision (benefit) for income taxes		6,144		(12,337	)
Provision (benefit) for income taxes		2,309		(4,676	)
Net income (loss)	$	3,835	$	(7,661	)
Earnings (loss) per share:
Basic	$	0.09	$	(0.17	)
Diluted	$	0.09	$	(0.17	)
Shares used in computing earnings (loss)per share:
Basic		42,139		44,713
Diluted		42,821		44,713

HOT TOPIC, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	Apr. 28, 2012		Apr. 30, 2011
Current Assets:
Cash, cash equivalents and short-term investments	$	69,552	$	73,725
Inventory		65,664		62,564
Prepaid expenses and other		15,287		27,655
Deferred tax assets		5,812		4,488
Total current assets		156,315		168,432
Property and equipment, net		105,294		116,100
Deposits and other		5,094		4,810
Long-term investments		3,013		3,044
Deferred tax assets		3,445		5,704
Total assets	$	273,161	$	298,090
Current Liabilities:
Accounts payable	$	24,632	$	27,218
Accrued liabilities		37,478		32,941
Income taxes payable		85		665
Total current liabilities		62,195		60,824
Deferred rent		19,514		24,116
Deferred compensation liability		4,421		4,738
Income taxes payable		1,812		1,911
Total liabilities		87,942		91,589
Total shareholders’ equity		185,219		206,501
Total liabilities and shareholders’ equity	$	273,161	$	298,090

HOT TOPIC, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	Three Months Ended
	Apr. 28, 2012			Apr. 30, 2011
Operating Activities
Net income (loss)	$	3,835			($7,661	)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization		8,489			9,007
Change in inventory		5,067			7,724
Other, net		(1,037	)		(3,669	)
Net cash flows provided by operating activities		16,354			5,401
Investing activities
Purchases of property and equipment		(9,183	)		(5,437	)
Proceeds (purchases) from sale of investments		689			(4,664	)
Net cash flows used in investing activities		(8,494	)		(10,101	)
Financing activities
Payment of cash dividends		(3,377	)		(3,134	)
Excess tax benefit from stock-based compensation		273			44
Proceeds from employee stock purchases and stock
options exercised		649			448
Payment of capital lease obligation		-			(191	)
Net cash used in financing activities		(2,455	)		(2,833	)
Increase (decrease) in cash and cash equivalents		5,405			(7,533	)
Effect of foreign currency exchange rate changes on cash		12			(45	)
Cash and cash equivalents at beginning of period		49,615			51,316
Cash and cash equivalents at end of period	$	55,032		$	43,738

HOT TOPIC, INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO
NON-GAAP MEASURES
(In thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	April 28, 2012						April 30, 2011
	Reported		Charges		Non-GAAP		Reported			Charges		Non-GAAP
Net sales	$	171,544	$	-	$	171,544	$	161,273		$	-	$	161,273
Cost of goods sold, including
buying, distribution and
occupancy costs		109,859		-		109,859		110,863			5,370		105,493
Gross margin		61,685		-		61,685		50,410			5,370		55,780
Selling, general and
administrative expenses		55,603		-		55,603		62,799			7,059		55,740
Income (loss) from operations		6,082		-		6,082		(12,389	)		12,429		40
Interest income, net		62		-		62		52			-		52
Income (loss) before provision
(benefit) for income taxes		6,144		-		6,144		(12,337	)		12,429		92
Provision (benefit) for income taxes		2,309		-		2,309		(4,676	)		4,711		35
Net income (loss)	$	3,835	$	-	$	3,835		($7,661	)	$	7,718	$	57
Earnings (loss) per share:
Basic	$	0.09			$	0.09	$	(0.17	)			$	0.00
Diluted	$	0.09			$	0.09	$	(0.17	)			$	0.00
Shares used in computing earnings
(loss) per share:
Basic		42,139				42,139		44,713					44,713
Diluted		42,821				42,821		44,713					44,713

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 from its non-GAAP performance measures:

First quarter of fiscal 2011:

– $12.8 million of charges, comprising of $6 million in cost of goods sold and $6.8 million in selling, general and administrative expenses, related to the strategic business changes previously announced on March 28, 2011.

– $0.4 million net recovery of charges, comprising of $0.6 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.

CONTACT:
Hot Topic, Inc.
Investor Contacts:
Jim McGinty, CFO, 626-839-4681 x2675
George Wehlitz, VP Finance, 626-839-4681 x2174
or
Media Contact:
Jennifer Vides, 626-839-4681 x2970