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): March 15, 2006

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 March 15, 2006 containing certain financial information for the fourth quarter and fiscal year ended January 28, 2006.

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 March 15, 2006.

[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 15, 2006

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on March 15, 2006.

EX-99.1

Exhibit 99.1

** NEWS RELEASE **

HOT TOPIC, INC. REPORTS 4^TH QUARTER AND FISCAL YEAR 2005 EARNINGS

4^th quarter EPS of $0.23 per diluted share

Reduces number of planned store openings

CITY of INDUSTRY, CA, March 15, 2006 — Hot Topic, Inc. (Nasdaq National Market: HOTT), reported net income for the quarter ended January 28, 2006 of $10.6 million or $0.23 per diluted share, compared to $17.4 million or $0.38 per diluted share for the same period last fiscal year.

As previously reported, net sales for the fourth quarter increased 9% to $230.4 million from $211.3 million for the fourth quarter of fiscal 2004. Comparable store sales decreased 3.8% for the quarter compared to a decrease of 6.0% in the fourth quarter of fiscal 2004.

Fourth quarter results include an asset impairment charge of $1.6 million, or $0.02 per diluted share, in selling, general and administrative expenses in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. In addition, the company recognized gift card breakage income of $3.1 million, or $0.04 per diluted share, reported in other income. Gift card breakage is income recognized due to the non-redemption of a portion of gift cards sold by the company for which a liability was recorded in prior periods.

At the end of the quarter, the company operated 663 Hot Topic stores and 120 Torrid stores compared to 592 Hot Topic stores and 76 Torrid stores at the end of the fourth quarter of fiscal 2004. During fiscal 2005, the company opened a total of 71 Hot Topic stores and 46 Torrid stores. The company closed two Torrid stores during fiscal 2005.

The company also announced that it has reduced the number of new stores it plans to open during fiscal 2006 (53 weeks ending February 3, 2007). The company now expects to open approximately 50 stores during the year. This includes an estimated 40 new Hot Topic stores, 20 less than previously announced, and an estimated 10 new Torrid stores, 15 less than previously announced.

A conference call to discuss 2005 fourth quarter and fiscal year results, business trends, guidance and other matters is scheduled for today at 4:30 PM (ET). The conference call number is 866-543-6411, pass code “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 83247896, 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 February 25, 2006 the company operated 662 Hot Topic stores in all 50 states and Puerto Rico, 120 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, managing growth, and litigation matters and contingent liabilities. 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, litigation proceedings and contingent liabilities, 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)

	Fourth Quarters Ended
	Jan. 28, 2006		Jan. 29, 2005
(In thousands, except per share amounts)
Net sales	$	230,399	$	211,254
Cost of goods sold, including buying, distribution and occupancy costs		156,469		132,873
Gross margin		73,930		78,381
Selling, general and administrative expenses		60,052		50,331
Operating income		13,878		28,050
Other income / expense		2,945		—
Interest income-net		213		175
Income before income taxes		17,036		28,225
Provision for income taxes		6,440		10,805
Net income	$	10,596	$	17,420
Earnings per share
Basic	$	0.24	$	0.39
Diluted	$	0.23	$	0.38
Weighted average shares outstanding
Basic		44,762		44,944
Diluted		45,350		46,127

	Fiscal Years Ended
	Jan. 28, 2006		Jan. 29, 2005
(In thousands, except per share amounts)
Net sales	$	725,142	$	656,468
Cost of goods sold, including buying, distribution and occupancy costs		488,948		422,712
Gross margin		236,194		233,756
Selling, general and administrative expenses		203,995		170,384
Operating income		32,199		63,372
Other income / expense		2,945		—
Interest income-net		1,054		919
Income before income taxes		36,198		64,291
Provision for income taxes		13,779		24,618
Net income		22,419	$	39,673
Earnings per share
Basic	$	0.50	$	0.86
Diluted	$	0.49	$	0.83
Weighted average shares outstanding
Basic		44,924		46,379
Diluted		45,877		47,875

HOT TOPIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	Jan. 28, 2006		Jan. 29, 2005
Current Assets:
Cash, cash equivalents and short-term investments	$	37,674	$	66,339
Inventory		71,160		60,481
Prepaid expenses and other		16,781		12,390
Deferred tax assets		2,487		2,541
Total current assets		128,102		141,751
Property and equipment – net		171,089		136,401
Deposits and other		244		243
Total assets	$	299,435	$	278,395
Current Liabilities:
Accounts payable	$	18,122	$	17,874
Accrued liabilities		33,569		27,769
Income taxes payable		5,788		8,887
Total current liabilities		57,479		54,530
Deferred rent		39,941		30,227
Deferred tax liability		954		6,076
Total liabilities		98,374		90,833
Shareholders’ equity		201,061		187,562
Total liabilities and shareholders’ equity	$	299,435	$	278,395

HOT TOPIC, INC.

OTHER DATA

(Dollars in thousands)

(Unaudited)

	Fiscal Years Ended
	Jan. 28, 2006		Jan. 29, 2005
Depreciation and amortization	$	32,800	$	24,635
Capital expenditures	$	69,419	$	57,853
Number of stores open at end of period:
Hot Topic		663		592
Torrid		120		76
Total store square footage		1,452,700		1,214,400