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 20, 2008

Hot Topic, Inc.

(Exact name of registrant as specified in charter)

California (State or other jurisdiction of incorporation) 0-28784 (Commission File Number) 77-0198182 (I.R.S. Employer Identification No.)

18305 E. San Jose Avenue City of Industry, California (Address of principal executive offices) 91748 (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 August 20, 2008 containing certain financial information for the second quarter ended August 2, 2008.

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.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release of Hot Topic, Inc. dated August 20, 2008.

[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 20, 2008

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on August 20, 2008.

EX-99.1

Exhibit 99.1

** NEWS RELEASE **

HOT TOPIC, INC. REPORTS 2nd QUARTER LOSS OF $0.01 PER SHARE

Provides guidance for the 2nd half of 2008

CITY of INDUSTRY, CA, August 20, 2008 -- Hot Topic, Inc. (Nasdaq Global Select Market: HOTT), today announced that the company incurred a net loss in the second quarter of fiscal 2008 (13 weeks ended August 2, 2008) of $0.4 million, or $0.01 per share, compared with a net loss of $1.7 million, or $0.04 per share, in the second quarter of fiscal 2007 (13 weeks ended August 4, 2007). The second quarter of fiscal 2008 results include approximately $0.01 per share of expense related to the company’s online music initiative.

As previously reported, total sales for the second quarter of fiscal 2008 increased 3.2% to $166.8 million compared to $161.7 million for the second quarter last year. Total company comparable store sales declined 0.9% for the second quarter of fiscal 2008. A summary of the sales results by division (including internet) is as follows:

	Net Sales				Comparable Store Sales% Change
	$ Millions		% Change To Last Year		This Year		Last Year
SECOND QUARTER:
Hot Topic	$	127.2	-0.2	%	-0.6	%	-7.7	%
Torrid	$	39.6	15.5	%	-2.1	%	2.9	%
Total Co.	$	166.8	3.2	%	-0.9	%	-5.8	%

At the end of the second quarter of fiscal 2008, the company operated 684 Hot Topic stores and 158 Torrid stores compared to 693 Hot Topic stores and 133 Torrid stores at the end of the second quarter of fiscal 2007. During the second quarter of fiscal 2008, the company opened two Hot Topic stores and four Torrid stores, and closed four Hot Topic stores. The company also relocated three Hot Topic stores during the quarter.

The company issued third quarter (13 weeks ending November 1, 2008) guidance of earnings in the range of $0.12 to $0.15 per diluted share based upon a comparable store sales decline of low-single digits. The company also issued fourth quarter (13 weeks ending January 31, 2009) guidance of earnings in the range of $0.25 to $0.28 per diluted share based upon a comparable store sales decline of low-single digits. Included in the guidance is expense related to the launch of the company’s online music initiative of approximately $0.02 and $0.01 per share, for the third and fourth quarter, respectively.

A conference call to discuss second quarter results, business trends, guidance and other matters is scheduled for August 20, 2008 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 on the company’s Investor Relations website located at http://investorrelations.hottopic.com. A replay of the conference call will be available at 888-286-8010, pass code 44743739, for approximately two weeks. In addition, a webcast replay of the conference call will be available on the company’s Investor Relations website for approximately two weeks.

Hot Topic, Inc. is a shopping mall-based specialty retailer operating the Hot Topic and Torrid concepts. Hot Topic offers music/pop culture licensed and influenced apparel, accessories, music and gift items 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, lingerie, shoes and accessories that target young women principally between the ages of 15 and 29. As of August 2, 2008, the company operated 684 Hot Topic stores in all 50 states and Puerto Rico, 158 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 may include statements relating to financial results, guidance, store operations, closures, remodels and relocations, projections and other financial performance. These statements involve risks and uncertainties, including risks and uncertainties associated with meeting expected financial results, fluctuations in sales and comparable store sales results, risks and uncertainties with respect to new store openings, the online music initiative, music and fashion trends, competition from other retailers, uncertainties generally associated with specialty retailing, technology and other risks associated with internet sales, the effect of negative conditions in the global capital and credit markets, 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, relationships with mall developers and operators, the risk that available cash or mall space will not be adequate for planned expansion, litigation proceedings and contingent liabilities, as well as other risks detailed in the company’s SEC reports including its Annual Report on Form 10-K for the year ended February 2, 2008. 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

Jim McGinty, CFO 626-839-4681 x2675

Megan Hall, Investor Relations 626-839-4681 x2173

HOT TOPIC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Second Quarter Ended
	Aug. 2, 2008			Aug. 4, 2007
Net sales	$	166,814		$	161,684
Cost of goods sold, including buying, distribution and occupancy costs		111,246			110,728
Gross margin		55,568			50,956
Selling, general & administrative expenses		56,722			54,313
Loss from operations		(1,154	)		(3,357	)
Interest income-net		413			554
Loss before benefit for income taxes		(741	)		(2,803	)
Benefit for income taxes		(291	)		(1,074	)
Net loss	$	(450	)	$	(1,729	)
Loss per share:
Basic and Diluted	$	(0.01	)	$	(0.04	)
Shares used in computing loss per share:
Basic and Diluted		43,756			44,349

	Six Months Ended
	Aug. 2, 2008			Aug. 4, 2007
Net sales	$	325,792		$	318,966
Cost of goods sold, including buying, distribution and occupancy costs		218,599			216,422
Gross margin		107,193			102,544
Selling, general & administrative expenses		111,034			107,717
Loss from operations		(3,841	)		(5,173	)
Interest income-net		787			1,060
Loss before benefit for income taxes		(3,054	)		(4,113	)
Benefit for income taxes		(1,198	)		(1,575	)
Net loss	$	(1,856	)	$	(2,538	)
Loss per share:
Basic and Diluted	$	(0.04	)	$	(0.06	)
Shares used in computing loss per share:
Basic and Diluted		43,736			44,297

HOT TOPIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	Aug. 2, 2008		Aug. 4, 2007
Current Assets:
Cash, cash equivalents and short-term investments	$	51,652	$	49,071
Inventory		91,136		93,515
Prepaid expenses and other		18,281		15,118
Deferred tax assets		4,683		3,973
Total current assets		165,752		161,677
Property and equipment, net		164,690		169,024
Deposits and other		1,611		1,130
Long-term investments		10,246		—
Deferred tax assets		6,652		4,119
Total assets	$	348,951	$	335,950
Current Liabilities:
Accounts payable	$	36,611	$	41,716
Accrued liabilities		34,875		31,238
Income taxes payable		984		—
Total current liabilities		72,470		72,954
Deferred rent		38,901		39,375
Deferred compensation liability		1,368		890
Income taxes payable		844		1,258
Total liabilities		113,583		114,477
Total shareholders’ equity		235,368		221,473
Total liabilities and shareholders’ equity	$	348,951	$	335,950

OTHER DATA

(Dollars in thousands)

(Unaudited)

	Six Months Ended
	Aug. 2, 2008		Aug. 4, 2007
Depreciation and amortization	$	19,316	$	21,138
Capital expenditures	$	13,068	$	23,956
Total company store square footage		1,595,700		1,549,700
Hot Topic average store size		1,756		1,753
Torrid average store size		2,498		2,515