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): July 31, 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 July 31, 2006 containing certain financial information for the second quarter ended July 29, 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 July 31, 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: August 1, 2006

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on July 31, 2006.

EX-99.1

Exhibit 99.1

** NEWS RELEASE **

HOT TOPIC, INC. REPORTS JULY COMP STORE SALES DOWN 7.2%

Lowers Earnings Guidance for Second Quarter of 2006

CITY of INDUSTRY, CA, July 31, 2006 — Hot Topic, Inc. (Nasdaq Global Select Market: HOTT) today announced the following sales results for its fiscal month of July and the second quarter (four weeks, and thirteen weeks, respectively, ended July 29, 2006):

	Net Sales				Comparable Store Sales % Change
	$ Millions		% Change to Last Year		This Year		Last Year
July	$	53.1	2	%	-7.2	%	-5.0	%
Second Quarter	$	160.4	5	%	-5.5	%	-3.5	%
Year-to-date	$	314.4	4	%	-7.5	%	-1.4	%

Hot Topic, Inc. also announced that as a result of lower than expected sales, the company currently estimates that the second quarter net loss will be in the range of $0.02 to $0.03 per diluted share.

Betsy McLaughlin, Chief Executive Officer, said, “During the first two weeks of July, we experienced comp store sales roughly flat to a year ago. During the last half of the month, we experienced a significant drop in traffic and comparable sales. Approximately one-third of the total company comp miss can be attributed to Florida and a very disappointing “sales tax free event” relative to a year ago. Approximately one-third was a result of our plan to be less promotional this year than we were last year. The remaining third was a result of less traffic. We believe our back-to-school assortment, especially our men’s and women’s fashion statements, are on trend and look better than they have looked in years. However, we also believe it will take time and traffic for our customers to respond accordingly. In the meantime, our inventory is in line and our expense control initiatives are in progress.”

For more detailed information on July sales results, please call 626-709-1209 to listen to a recorded commentary. Additionally, a conference call to discuss second quarter results, business trends, guidance and other matters is scheduled for August 16, 2006 at 4:30 PM (ET). The conference call number is 866-202-4367, 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 10660381, 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 July 29, 2006 the company operated 682 Hot Topic stores in all 50 states and Puerto Rico, 127 Torrid stores, and Internet stores www.hottopic.com and www.torrid.com.

In addition to historical information, this news release and the aforementioned prerecorded 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, 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 28, 2006. 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