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): August 17, 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 1.01 Entry into a Material Definitive Agreement.

On August 17, 2005, we announced that Maria Comfort will join us as our Senior Vice President, Chief Merchandise Officer, in a press release attached hereto as Exhibit 99.1 and incorporated herein by reference. We have entered into an employment letter with Ms. Comfort, effective upon commencement of her employment scheduled for August 22, 2005, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.3 is a copy of a press release that Hot Topic, Inc. issued on August 17, 2005 containing certain financial information for the second quarter ended July 30, 2005.

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 of Hot Topic, Inc. dated August 17, 2005.
99.2	Employment Offer Letter dated July 11, 2005, between Hot Topic, Inc. and Maria Comfort.
99.3	Press Release of Hot Topic, Inc. dated August 17, 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: August 17, 2005

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on August 17, 2005.
99.2	Employment Offer Letter dated July 11, 2005, between Hot Topic, Inc. and Maria Comfort.
99.3	Press Release issued by Hot Topic, Inc. on August 17, 2005.

EX-99.1

Exhibit 99.1

** NEWS RELEASE **

MARIA COMFORT JOINS HOT TOPIC

AS CHIEF MERCHANDISE OFFICER OF THE HOT TOPIC DIVISION

CINDY LEVITT APPOINTED VICE PRESIDENT OF LICENSING

CITY of INDUSTRY, CA, August 17 2005 — Hot Topic, Inc. (Nasdaq National Market: HOTT) announced today that Maria Comfort will join the Company as Senior Vice President, Chief Merchandise Officer of the Hot Topic Division. Maria will be responsible for buying, merchandise planning, licensing, marketing and hottopic.com. She will start on Monday, August 22^nd and report to Jerry Cook, President of Hot Topic.

Maria’s 25 years of retail experience have been diverse and distinguished including assignments in teen retailing with Contempo Casuals, product licensing with Kmart and division leadership duties with Nine West, where she was President of 9 & Co. She also served as Executive Vice President of both retail and wholesale operations for Armani US. Most recently, Maria has held the position of Executive Vice President of Lillie Rubin.

Cindy Levitt has been appointed to the new role of Vice President of Licensing. Licensed products (both music and pop culture) represent over 50% of the Hot Topic product assortment. In Cindy’s new role, she will focus on the conceptual management of all licensed properties, identification of new and emerging licenses, negotiations for exclusivity, and collaboration across all product categories to support licenses. Cindy will also be responsible for marketing.

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. As of July 30, 2005, the Company operated 628 Hot Topic stores in all 50 states and Puerto Rico and 100 Torrid stores. The Company also operates e-commerce websites at www.hottopic.com and www.torrid.com.

In addition to historical information, this news release contains forward-looking statements, which include statements relating to incoming officers and their roles, which also touch on financial results, guidance, projections and other financial performance, and managing growth. These statements involve risks and uncertainties, including risks and uncertainties associated with hiring and retaining key personnel, meeting expected financial results, management of growth and product assortment, 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.

Contact:

Hot Topic, Inc., City of Industry, CA

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

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

EX-99.2

Exhibit 99.2

[Hot Topic Logo]

18305 E. San Jose Avenue

City of Industry, CA 91748

Office: 626-839-4681

Fax: 626-839-4686

Email: hottopic.com

July 11, 2005

Ms. Maria Comfort

RE: Employment Terms

Dear Maria,

Hot Topic, Inc. (the “Company”) is pleased to offer you the position of Senior Vice President and Chief Merchandising Officer for the Hot Topic division, which will be an executive officer position of the Company, pursuant to the terms of this letter agreement (“Agreement”) and the attached offer of employment.

1. DUTIES

You will be expected to perform various duties consistent with your position. You will report to the Company’s President of the Hot Topic division (Jerry Cook) unless otherwise assigned by the Company. You will work at our facility located in City of Industry; however, some travel may be required in carrying out the course of your duties.

2. BASE SALARY AND BENEFITS

Your annualized base salary will be $400,000.00 per year, paid bi-weekly, less payroll deductions and all required withholdings. Your base salary will be subject to annual review. Upon meeting each plan’s eligibility requirements, you will be able to elect to participate in the following standard Company benefits: medical, dental, life, vision, short- and long-term disability insurance, vacation, holidays, 401(k) Plan and the Employee Stock Purchase Plan. Details about these benefit plans are available for your review. The Company may modify its benefits plans from time to time, as it deems necessary.

3. BONUS

In addition to your base salary, you will be eligible to earn an annual performance bonus (“Bonus”) based upon terms determined annually by the Company’s Board of Directors or Compensation Committee, and you maintaining a level of performance that is rated Effective or higher. Your target Bonus under the Plan will be fifty-percent (50%) of your base salary. Assuming continuous employment, the Bonus will be awarded in the first quarter of the

Company’s fiscal year. You must be employed on the date the Bonus is awarded to be eligible for the Bonus. Your bonus for the fiscal year 2005 will be prorated based on your actual days of employment during the fiscal year. You will not be eligible for any bonus payout in the event your employment is terminated with or without Cause (as defined below) prior to the date on which the Bonus is awarded.

4. AUTOMOBILE ALLOWANCE

The Company will pay for you to have a Company leased automobile of your choice, provided that the value of the automobile does not exceed $60,000. The Company will also reimburse you for expenses including gas, insurance and maintenance for the automobile.

5. STOCK OPTIONS

Upon commencement of employment and subject to approval required of the relevant stock plan, you will be granted a stock option under the Company’s 1996 Equity Incentive Plan to purchase 75,000 shares of the Company’s Common Stock (the “Stock Option”). The Stock Option will be governed by and granted pursuant to a separate Stock Option Agreement. The exercise price per share of the Stock Option will be equal to the fair market value of the Common Stock as defined in the stock plan, established on the date of grant. The Stock Option will be subject to vesting over four (4) years so long as you continue to be employed with the Company, according to the following schedule: twenty-five percent (25%) of the shares subject to the Stock Option will vest on the last day of the twelfth full calendar month of your employment after the date of grant and the remaining shares subject to the Stock Option will vest in equal installments at the end of each monthly period thereafter for three (3) years.

If you have questions regarding the tax implications of the Stock Option or any part of your compensation package, please consult with your own tax advisor.

6. TERMINATION

The Company may terminate your employment at any time and for any or no reason, with or without Cause (as defined herein) or advance notice, by giving written notice of such termination. Similarly, you may terminate your employment with the Company at any time at your election, in your sole discretion, for any or no reason upon two weeks notice to the Company during which time you shall provide reasonable transition assistance to the Company. The Company reserves the right to ask you to expedite your resignation date and to leave prior to the end of the two weeks notice period. The at-will nature of your employment relationship may not be modified except by a written agreement with the Chief Executive Officer of the Company.

If the Company terminates your employment without Cause (as defined herein), then upon your furnishing to the Company an executed and effective release and waiver of all claims in the Company’s form, you shall be entitled to receive severance payments in the form of continuation of your base salary and medical insurance benefits that are in effect at the time of your termination, subject to standard payroll deductions and withholdings, for six (6) months (the “Severance Period”). If you voluntarily resign or your employment is terminated for Cause (as defined herein), all compensation and benefits will cease immediately and you will receive no additional payments from the Company other than your accrued base salary and accrued and unused vacation benefits earned through the date of your termination.

For purposes of this Agreement, “Cause” shall mean (i) willful misconduct by you, including, but not limited to, dishonesty which materially and adversely reflects upon your ability to perform your duties for the Company, (ii) your conviction of, or the entry of a pleading of guilty or nolo contendere by you to, any crime involving moral turpitude or any felony, (iii) fraud, embezzlement or theft against the Company, (iv) a material breach by you of any material provision of any employment contract, assignment of inventions, confidentiality and/or nondisclosure agreement between you and the Company, or (v) your willful and habitual failure to attend to your duties as assigned by the President, CEO or Board of Directors of the Company, after written notice to you and no less than a 90-day period to cure such failure provided such failure to perform is subject to cure with the passage of time.

7. CHANGE OF CONTROL

Following a Change in Control (as defined herein) the vesting of your Stock Options will be immediately accelerated such that one hundred percent (100%) of the Stock Options shall be vested and exercisable. For purposes of this Agreement, Change of Control is defined as follows: (i) a sale of all or substantially all of the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving corporation and in which beneficial ownership of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors has changed; (iii) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors.

8. COMPANY POLICY

As a Company employee, you will be expected to abide by Company rules and regulations and acknowledge in writing that you have read the Company’s Employee Handbook that will govern the terms and conditions of your employment. The Company’s Employee Handbook may be modified from time to time at the sole discretion of the Company.

9. PROPRIETARY INFORMATION AGREEMENT

As a condition of employment, you will be required to sign and comply with the Company’s form of Proprietary Information Agreement, which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other things.

In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. During our discussions about your proposed job duties, you assured us that you would be able to perform those duties within the guidelines just described. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.

10. ENTIRE AGREEMENT

This Agreement, together with the attached offer of employment and the above-referenced Proprietary Information Agreement and the stock option documents referred to herein, forms the complete and exclusive statement of the terms of your employment with the Company. The employment terms in this Agreement supersede any other agreements or promises made to you by anyone, whether oral or written.

11. GOVERNING LAW

This Agreement will be governed by and construed according to the laws of the State of California. You hereby expressly consent to the personal jurisdiction of the state and federal courts located in Los Angeles, California for any lawsuit filed there against you by the Company arising from or related to this Agreement. In the event of any litigation arising out of or relating to this Agreement, its breach or enforcement, including an action for declaratory relief, the prevailing party in such action or proceeding shall be entitled to receive his or its damages, court costs, and all out-of-pocket expenses, including attorneys’ fees. Such recovery shall include court costs, out-of-pocket expenses, and attorneys’ fees on appeal, if any.

12. SUCCESSORS AND ASSIGNS

This Agreement will be binding upon your heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

As required by law, this offer is subject to satisfactory proof of your right to work in the United States.

Sincerely,

/s/ Betsy McLaughlin

Betsy McLaughlin

Chief Executive Officer

Accepted:

/s/ Maria Comfort

Maria Comfort

EX-99.3

Exhibit 99.3

** NEWS RELEASE **

HOT TOPIC, INC. REPORTS SECOND QUARTER FINANCIAL RESULTS

REVISES GUIDANCE FOR THE SECOND HALF OF 2005

CITY of INDUSTRY, CA, August 17, 2005 — Hot Topic, Inc. (Nasdaq National Market: HOTT), reported net income for the quarter ended July 30, 2005 decreased to $0.9 million or $0.02 per diluted share, from $4.5 million or $0.09 per diluted share for the same period last fiscal year. Net sales for the second quarter increased 12% to $152.2 million, from $136.3 million for the second quarter of fiscal 2004.

As previously reported, comparable store sales decreased 3.5% for the quarter compared to the second quarter of fiscal 2004. At the end of the quarter, the Company operated 728 stores, including 100 Torrid stores, compared to 613 stores, including 59 Torrid stores, at the end of the second quarter of fiscal 2004.

The Company also announced today that comparable store sales month-to-date through August 16, 2005, have decreased approximately 8 percent from the same period last year. As a result, the Company currently expects total sales for the third quarter of 2005, ending October 29, 2005, to be in the range of $192 to $195 million. Based on this sales assumption that incorporates comp sales to be down in the mid-single digit percentage range from a year ago, the Company estimates that third quarter earnings will be in the range of $0.15 to $0.18 per diluted share. In addition, the Company also announced that, based upon the current trends of the business, sales guidance for the fourth quarter is now in the range of $220 to $230 million and comp sales are expected to be down in the low to mid-single digit percentage range from a year ago. Based upon this sales assumption, guidance for the fourth quarter earnings is now in the range of $0.30 to $0.38 per diluted share.

A conference call to discuss second 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 6156996, for approximately two weeks.

In addition, the Company will release sales for its fiscal month of August (four weeks ending August 27, 2005) on Tuesday, August 30, 2005 at 9:00 AM Eastern time.

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. As of July 30, 2005, the Company operated 628 Hot Topic stores in all 50 states and Puerto Rico and 100 Torrid stores. The Company also operates e-commerce websites at 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 I.R. 626-839-4681 x2173

HOT TOPIC, INC.

SUMMARY STATEMENTS OF INCOME

(Unaudited)

	Second Quarter Ended
	July 30, 2005		July 31, 2004 (restated)
(In thousands, except per share amounts)
Net sales	$	152,234	$	136,263
Cost of goods sold, including buying, distribution and occupancy costs		104,612		89,613
Gross margin		47,622		46,650
Selling, general and administrative expenses		46,498		39,515
Operating income		1,124		7,135
Interest income-net		323		204
Income before income taxes		1,447		7,339
Provision for income taxes		554		2,811
Net income	$	893	$	4,528
Earnings per share
Basic	$	0.02	$	0.10
Diluted	$	0.02	$	0.09
Weighted average shares outstanding
Basic		45,065		46,565
Diluted		46,246		48,023

	Six Months Ended
	July 30, 2005		July 31, 2004 (restated)
(In thousands, except per share amounts)
Net sales	$	301,996	$	264,406
Cost of goods sold, including buying, distribution and occupancy costs		203,208		173,571
Gross margin		98,788		90,835
Selling, general and administrative expenses		89,899		75,500
Operating income		8,889		15,335
Interest income-net		660		556
Income before income taxes		9,549		15,891
Provision for income taxes		3,657		6,086
Net income	$	5,892	$	9,805
Earnings per share
Basic	$	0.13	$	0.21
Diluted	$	0.13	$	0.20
Weighted average shares outstanding
Basic		44,907		47,242
Diluted		46,207		49,055

HOT TOPIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	July 30, 2005		July 31, 2004 (restated)
Current Assets:
Cash, cash equivalents and short-term investments	$	33,760	$	71,635
Inventory		94,524		80,906
Prepaid expenses and other		18,330		11,704
Deferred tax assets		2,541		2,259
Total current assets		149,155		166,504
Property and equipment – net		171,022		121,361
Deposits and other		247		204
Total assets	$	320,424	$	288,069
Current Liabilities:
Accounts payable	$	44,138	$	47,060
Accrued liabilities		32,350		22,966
Income taxes payable		76		1,130
Total current liabilities		76,564		71,156
Deferred rent		35,664		26,437
Deferred tax liability		6,076		1,583
Total liabilities		118,304		99,176
Shareholders’ equity		202,120		188,893
Total liabilities and shareholders’ equity	$	320,424	$	288,069

HOT TOPIC, INC.

OTHER DATA

(Dollars in thousands)

(Unaudited)

	Six Months Ended
	July 30, 2005		July 31, 2004 (restated)
Depreciation and amortization	$	14,587	$	11,496
Capital expenditures	$	49,421	$	30,221
Number of stores open at end of period:
Hot Topic		628		554
Torrid		100		59
Total store square footage		1,338,000		1,107,000