-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OC1Qw48u0OMEZWvgLAq3GF3WcNXtcd1tCUGWjGi/RIrROxzyg00vG8uTnE38Khej uBUo/jThZuzvuz0mSuvmpg== 0001193125-05-214615.txt : 20051103 0001193125-05-214615.hdr.sgml : 20051103 20051102203525 ACCESSION NUMBER: 0001193125-05-214615 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOT TOPIC INC /CA/ CENTRAL INDEX KEY: 0001017712 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 770198182 STATE OF INCORPORATION: CA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28784 FILM NUMBER: 051174718 BUSINESS ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 BUSINESS PHONE: 6268394681 MAIL ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91768 8-K 1 d8k.htm FORM 8-K Form 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): November 2, 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 and incorporated herein by reference is a copy of a press release that Hot Topic, Inc. issued on November 2, 2005 reporting, among other things, its sales for the third quarter of fiscal 2005 (quarter ended October 29, 2005).

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(c) Appointment of Principal Officers.

 

On November 2, 2005, Hot Topic, Inc. announced that effective immediately Gerald Cook, 52, has assumed the responsibilities of the new position of President, Hot Topic, Inc. Mr. Cook was previously serving as President, Hot Topic since September 2003. From February 2001 to September 2003, he was Chief Operating Officer. From February 1999 until joining Hot Topic, Inc., he was the President and Chief Operating Officer of Travel 2000, Inc. Subsequent to his departing Travel 2000, Inc., that company filed for chapter 11 bankruptcy in March 2001. From 1995 to April 1998, Mr. Cook was Senior Vice President, Operations for The Bombay Company, Inc. and from 1989 to 1995, Mr. Cook was the Vice President, Stores and the Vice President, General Merchandising Manager of Woman’s World Stores. Prior to 1989, he held management positions with Barnes & Noble/B Dalton, The Gap Stores and the Limited, Inc. Mr. Cook holds a B.S. degree in Business Administration from the University of Minnesota.

 

Hot Topic, Inc. entered into an employment agreement with Mr. Cook on January 12, 2001 which has not been altered due to Mr. Cook’s new position. The employment agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits.

 

10.1   Employment Offer Letter dated January 12, 2001, between Hot Topic, Inc. and Gerald Cook (Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the year ended February 3, 2001 and incorporated herein by reference).
99.1   Press Release of Hot Topic, Inc., dated November 2, 2005.

 

The information in Item 2.02 of this Current Report is 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.


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 2, 2005


INDEX TO EXHIBITS

 

10.1   Employment Offer Letter dated January 12, 2001, between Hot Topic, Inc. and Gerald Cook (Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the year ended February 3, 2001 and incorporated herein by reference).
99.1   Press Release of Hot Topic, Inc., dated November 2, 2005.
EX-99.1 2 dex991.htm PRESS RELEASE OF HOT TOPIC,INC. DATED NOVEMBER 2, 2005. Press Release of Hot Topic,Inc. dated November 2, 2005.

Exhibit 99.1

 

** NEWS RELEASE **

 

HOT TOPIC, INC. REPORTS OCTOBER COMP STORE SALES DOWN 5.7%

Jerry Cook Named President, Hot Topic, Inc.

 

CITY of INDUSTRY, CA, November 2, 2005 — Hot Topic, Inc. (Nasdaq National Market: HOTT) today announced the following sales results for its fiscal month of October (four weeks ended October 29, 2005):

 

     Net Sales

    Comparable Store
Sales % Change


 
     $
Millions


   % Increase
to Last
Year


    This
Year


   

Last

Year


 

October

   $ 59.5    6 %   -5.7 %   -3.8 %

Third Quarter

   $ 192.8    7 %   -6.2 %   -4.2 %

Year-to-date

   $ 494.8    11 %   -3.2 %   -1.3 %

 

Based upon the sales results, the Company expects to be at the low end of the previously issued third quarter earnings guidance range of $0.15 to $0.18 per diluted share.

 

The Company also announced that effective immediately Jerry Cook has assumed the responsibilities of the new position of President, Hot Topic, Inc. Jerry will oversee information technologies, distribution, legal, loss prevention, real estate, visual, store design, hottopic.com and Hot Topic store operations. Hot Topic merchandising will report directly to Chief Executive Officer, Betsy McLaughlin.

 

During the third quarter, ended October 29, 2005, the Company repurchased an aggregate of 445,000 shares of its Common Stock at an average cost of $14.36, which was pursuant to its Board of Directors’ authorization of the repurchase of up to an aggregate of $20,000,000 of its Common Stock. The repurchase program is expected to continue through January 28, 2006, subject to appropriate market conditions, unless extended or shortened by the Board of Directors.


For more detailed information on October sales results, please call 888-286-8010 with pass code #71179951 to listen to a recorded commentary. Additionally, a conference call to discuss third quarter results, business trends and other matters is scheduled for November 16, 2005 at 4:30 PM (ET). The conference call number is 866-825-3308, pass code is Hot Topic, and will be accessible to all interested parties. It will also be webcast at www.companyboardroom.com. A replay will be available at 888-286-8010, pass code 86695266, 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. As of October 29, 2005 the Company operated 648 Hot Topic stores in all 50 states and Puerto Rico, 114 Torrid stores, and Internet stores www.hottopic.com and www.torrid.com.


In addition to historical information, this news release and the aforementioned recorded commentary 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

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