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): May 18, 2005

Hot Topic, Inc.

(Exact name of registrant as specified in its 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 18, 2005. The press release includes certain financial information of the Registrant for the fiscal first quarter ended April 30, 2005. In addition, the release includes certain additional information relating to past reporting periods.

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.

(c) Exhibits:

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on May 18, 2005

[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 18, 2005

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on May 18, 2005

EX-99.1

Exhibit 99.1

** NEWS RELEASE **

HOT TOPIC, INC. REPORTS 1^st QUARTER 2005 EPS

OF $0.11 PER DILUTED SHARE

CITY of INDUSTRY, CA, May 18, 2005 — Hot Topic, Inc. (Nasdaq National Market: HOTT) reported results for its first fiscal quarter (13 weeks) ended April 30, 2005.

Net income in the first quarter was $5.0 million or $0.11 per diluted share, compared to $5.3 million or $0.11 per diluted share for the comparable period last year. Net sales for the first quarter increased 17% to $149.8 million, from $128.1 million for the first quarter of fiscal 2004.

As previously reported, comparable store sales increased 0.9% for the quarter compared to an increase of 4.0% during the first quarter of fiscal 2004.

At the end of the first quarter, the Company operated 694 stores, including 87 Torrid stores, compared to 581 stores, including 52 Torrid stores, at the end of the first quarter of fiscal 2004.

A conference call to discuss first quarter results, business trends, and other matters will be conducted today at 4:30 PM Eastern time. The conference call number is 800-370-0869, and will be accessible to all interested parties. The conference call will also be webcast at www.companyboardroom.com. A replay will be available at 877-519-4471, pass code 5914323, for approximately two weeks.

Hot Topic, Inc. is a national mall-based specialty retailer. Hot Topic offers apparel, accessories and gifts to young men and women principally between the ages of 12 and 22. Torrid, the Company’s second concept, provides plus-size fashion-forward apparel and accessories that target young women principally between the ages of 15 and 29. The Company currently operates 615 Hot Topic stores in all 50 states and Puerto Rico, 91 Torrid stores, and Internet stores www.hottopic.com and www.torrid.com.

In addition to historical information, this news release and the aforementioned conference call contain forward-looking statements, which include statements relating to financial results, guidance, 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 in the Company’s SEC reports, including its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K for the year ended January 29, 2005. 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

Mr. Jim McGinty, CFO 626-839-4681 x2675

Ms. Megan Hall, Manager of IR 626-839-4681 x2173

HOT TOPIC, INC.

SUMMARY STATEMENTS OF INCOME

(Unaudited)

	First Quarter Ended
(In thousands, except per share amounts)	Apr. 30, 2005		May 1, 2004 (restated)
Net sales	$	149,762	$	128,143
Cost of goods sold, including buying, distribution and occupancy costs		98,597		83,958
Gross margin		51,165		44,185
Selling, general and administrative expenses		43,401		35,985
Operating income		7,764		8,200
Interest income-net		338		352
Income before income taxes		8,102		8,552
Provision for income taxes		3,103		3,275
Net income	$	4,999	$	5,277
Earnings per share
Basic	$	0.11	$	0.11
Diluted	$	0.11	$	0.11
Weighted average shares outstanding
Basic		44,748		48,019
Diluted		46,175		50,131

HOT TOPIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	Apr. 30, 2005		May 1, 2004 (restated)
Current Assets:
Cash, cash equivalents and short-term investments	$	55,963	$	86,271
Inventory		69,255		57,623
Prepaid expenses and other		12,567		11,089
Deferred tax assets		2,541		2,259
Total current assets		140,326		157,242
Leaseholds, fixtures and equipment – net		146,437		112,140
Deposits and other		246		193
Total assets	$	287,009	$	269,575
Current Liabilities:
Accounts payable	$	18,862	$	22,042
Accrued liabilities		29,637		22,913
Income taxes payable		2,224		2,305
Total current liabilities		50,723		47,260
Deferred rent		33,249		23,603
Deferred tax liability		6,076		1,657
Total liabilities		90,048		72,520
Shareholders’ equity		196,961		197,055
Total liabilities and shareholders’ equity	$	287,009	$	269,575

HOT TOPIC, INC.

OTHER DATA

(Dollars in thousands)

(Unaudited)

	First Quarter Ended
	Apr. 30, 2005		May 1, 2004 (restated)
Depreciation and amortization	$	6,897	$	5,511
Capital expenditures	$	16,998	$	14,885
Number of stores open at end of period:
Hot Topic		607		529
Torrid		87		52
Total store square footage		1,271,100		1,044,700