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 19, 2008

Hot Topic, Inc.

(Exact name of registrant as specified in 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 November 19, 2008 containing certain financial information for the third quarter ended November 1, 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 November 19, 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: November 19, 2008

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on November 19, 2008.

EX-99.1

Exhibit 99.1

** NEWS RELEASE **

HOT TOPIC, INC. REPORTS THIRD QUARTER EPS INCREASES 13%

TO $0.17 PER DILUTED SHARE

CITY of INDUSTRY, CA, November 19, 2008 — Hot Topic, Inc. (Nasdaq Global Select Market: HOTT), reported results for its third fiscal quarter (13 weeks) ended November 1, 2008.

The company reported net income in the third quarter of $7.4 million, or $0.17 per diluted share, compared to $6.7 million, or $0.15 per diluted share, for the comparable period last year. The third quarter of fiscal 2008 results include approximately $0.01 per share of expense related to ShockHound (www.shockhound.com), the company’s new online music site.

As previously reported, total sales for the third quarter of fiscal 2008 increased 4.7% to $197.3 million compared to $188.5 million for the third quarter last year. Total company comparable store sales increased 1.0% for the third 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
THIRD QUARTER:
Hot Topic	$	159.7	2.9	%	1.7	%	-3.1	%
Torrid	$	37.6	13.2	%	-3.0	%	0.4	%
Total Co.	$	197.3	4.7	%	1.0	%	-2.6	%

At the end of the third quarter of fiscal 2008, the company operated 683 Hot Topic stores and 158 Torrid stores compared to 695 Hot Topic stores and 147 Torrid stores at the end of the third quarter of fiscal 2007. During the third quarter of fiscal 2008, the company opened one Hot Topic store and one Torrid store, and closed two Hot Topic stores and one Torrid store. The company also remodeled two Hot Topic stores during the quarter.

The company reiterated its fourth quarter (13 weeks ending January 31, 2009) earnings guidance in the range of $0.25 to $0.28 per diluted share based upon a comparable store sales decline of low-single digits.

A conference call to discuss third quarter results, business trends, guidance and other matters is scheduled for November 19, 2008 at 4:30 PM (ET). The conference call number is 866-831-6291, 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 98453240, 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 mall and web based specialty retailer operating the Hot Topic and Torrid concepts, as well as the e-space music discovery concept, ShockHound. Hot Topic offers music/pop culture-licensed and music/pop culture-influenced apparel, accessories, music and gift items for young men and women principally between the ages of 12 and 22. Torrid offers apparel, lingerie, shoes and accessories designed for various lifestyles for plus-size females principally between the ages of 15 and 29. ShockHound (www.shockhound.com) is a one-stop, genre-spanning music website where people of all ages can purchase MP3s and music merchandise, share their music interests and read music news and editorial content. As of November 1, 2008, the company operated 683 Hot Topic stores in all 50 states and Puerto Rico, 158 Torrid stores, and internet stores www.hottopic.com, www.torrid.com and www.shockhound.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 new online music site, 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 high petroleum prices and other economic conditions, 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, relationships with our vendors, 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 Quarterly Reports on Form 10-Q and 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 INCOME

(In thousands, except per share amounts)

(Unaudited)

	Third Quarter Ended
	Nov. 1, 2008		Nov. 3, 2007
Net sales	$	197,309	$	188,462
Cost of goods sold, including buying, distribution and occupancy costs		123,128		119,994
Gross margin		74,181		68,468
Selling, general & administrative expenses		62,422		57,961
Income from operations		11,759		10,507
Interest income, net		511		414
Income before income taxes		12,270		10,921
Provision for income taxes		4,832		4,246
Net income	$	7,438	$	6,675
Earnings per share:
Basic	$	0.17	$	0.15
Diluted	$	0.17	$	0.15
Weighted average shares outstanding
Basic		43,810		43,788
Diluted		43,972		44,112
	Nine Months Ended
	Nov. 1, 2008		Nov. 3, 2007
Net sales	$	523,101	$	507,427
Cost of goods sold, including buying, distribution and occupancy costs		341,727		336,416
Gross margin		181,374		171,011
Selling, general & administrative expenses		173,457		165,678
Income from operations		7,917		5,333
Interest income, net		1,299		1,474
Income before income taxes		9,216		6,807
Provision for income taxes		3,634		2,670
Net income	$	5,582	$	4,137
Earnings per share:
Basic	$	0.13	$	0.09
Diluted	$	0.13	$	0.09
Weighted average shares outstanding
Basic		43,761		44,128
Diluted		43,815		44,236

HOT TOPIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	Nov. 1, 2008		Nov. 3, 2007
Current Assets:
Cash, cash equivalents and short-term investments	$	60,310	$	35,634
Inventory		94,574		104,881
Prepaid expenses and other current assets		15,392		15,355
Deferred tax assets		5,015		4,104
Total current assets		175,291		159,974
Property and equipment, net		160,644		174,244
Deposits and other assets		1,480		1,283
Long-term investments		9,545		—
Deferred tax assets		6,586		4,204
Total assets	$	353,546	$	339,705
Current Liabilities:
Accounts payable	$	31,805	$	40,494
Accrued liabilities		35,815		33,327
Income taxes payable		2,872		1,470
Total current liabilities		70,492		75,291
Deferred rent		37,818		40,986
Deferred compensation liability		1,183		1,124
Income taxes payable		844		300
Total liabilities		110,337		117,701
Total shareholders’ equity		243,209		222,004
Total liabilities and shareholders’ equity	$	353,546	$	339,705

OTHER DATA

(Dollars in thousands)

(Unaudited)

	Nine Months Ended
	Nov. 1, 2008		Nov. 3, 2007
Depreciation and amortization	$	28,742	$	31,274
Capital expenditures	$	18,777	$	40,230
Number of stores open at end of period:
Hot Topic		683		695
Torrid		158		147
Total store square footage		1,594,200		1,583,100