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 18, 2009

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 18, 2009 containing certain financial information for the third quarter ended October 31, 2009.

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 18, 2009.

[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 18, 2009

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Hot Topic, Inc. on November 18, 2009.

EX-99.1

Exhibit 99.1

** NEWS RELEASE **

HOT TOPIC, INC. REPORTS 3^rd QUARTER EPS OF $0.13

Provides Guidance for the 4^th Quarter of 2009

CITY of INDUSTRY, CA, November 18, 2009 — Hot Topic, Inc. (Nasdaq Global Select Market: HOTT), today reported net income in the third quarter of fiscal 2009 (13 weeks ended October 31, 2009) of $5.8 million, or $0.13 per share, compared to $7.4 million, or $0.17 per share, in the third quarter of fiscal 2008 (13 weeks ended November 1, 2008). The results for the third quarter of fiscal 2009 and fiscal 2008 include approximately $0.02 and $0.01 per share of expense, respectively, related to ShockHound (www.shockhound.com), the company’s online music site.

Total sales for the third quarter of fiscal 2009 decreased 3.9% to $189.6 million compared to $197.3 million for the third quarter last year. Total company comparable store sales declined 5.0% for the third quarter of fiscal 2009. 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	$	151.0	-5.6	%	-5.8	%	1.7	%
Torrid	$	38.6	2.9	%	-1.4	%	-3.0	%
Total Co.	$	189.6	-3.9	%	-5.0	%	1.0	%

At the end of the third quarter of fiscal 2009, the company operated 680 Hot Topic stores and 156 Torrid stores compared to 683 Hot Topic stores and 158 Torrid stores at the end of the third quarter of fiscal 2008. During the third quarter of fiscal 2009, the company opened one Hot Topic store. The company also remodeled or relocated six Hot Topic stores during the quarter.

The company issued fourth quarter (13 weeks ending January 30, 2010) guidance of earnings in the range of $0.23 to $0.26 per diluted share based upon a high-single-digit decline in comparable store sales.

A conference call to discuss third quarter results, business trends, guidance and other matters is scheduled for November 18, 2009 at 4:30 PM (ET). The conference call number is 866-271-0675, 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 29624475, 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 October 31, 2009, the company operated 680 Hot Topic stores in all 50 states and Puerto Rico, 156 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 prerecorded commentary 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, our online music site, music, licensing 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 economic environment (including 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, 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 January 31, 2009 and its Quarterly Reports on Form 10-Q. 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

HOT TOPIC, INC.

CONSOLIDATED INCOME STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	Oct. 31, 2009		Nov. 1, 2008
Net sales	$	189,568	$	197,309
Cost of goods sold, including buying, distribution and occupancy costs		119,674		123,128
Gross margin		69,894		74,181
Selling, general & administrative expenses		60,260		62,422
Income from operations		9,634		11,759
Interest income-net		93		511
Income before income taxes		9,727		12,270
Provision for income taxes		3,878		4,832
Net income	$	5,849	$	7,438
Earnings per share:
Basic and Diluted	$	0.13	$	0.17
Shares used in computing income per share:
Basic		44,143		43,810
Diluted		44,497		43,972
	Nine Months Ended
	Oct. 31, 2009		Nov. 1, 2008
Net sales	$	522,485	$	523,101
Cost of goods sold, including buying, distribution and occupancy costs		342,803		341,727
Gross margin		179,682		181,374
Selling, general & administrative expenses		173,622		173,457
Income from operations		6,060		7,917
Interest income-net		446		1,299
Income before income taxes		6,506		9,216
Provision for income taxes		2,609		3,634
Net income	$	3,897	$	5,582
Earnings per share:
Basic and Diluted	$	0.09	$	0.13
Shares used in computing income per share:
Basic		44,069		43,761
Diluted		44,413		43,815

HOT TOPIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	Oct. 31, 2009		Nov. 1, 2008
Current Assets:
Cash, cash equivalents and short-term investments	$	91,424	$	60,310
Inventory		91,393		94,574
Prepaid expenses and other		14,503		15,392
Deferred tax assets		6,183		5,015
Total current assets		203,503		175,291
Property and equipment, net		145,253		160,644
Deposits and other		3,129		1,480
Long-term investments		8,184		9,545
Deferred tax assets		8,834		6,586
Total assets	$	368,903	$	353,546
Current Liabilities:
Accounts payable	$	27,932	$	31,805
Accrued liabilities		34,222		35,815
Income taxes payable		654		2,872
Total current liabilities		62,808		70,492
Deferred rent		33,219		37,818
Deferred compensation liability		2,924		1,183
Income taxes payable		1,850		844
Total liabilities		100,801		110,337
Total shareholders’ equity		268,102		243,209
Total liabilities and shareholders’ equity	$	368,903	$	353,546

OTHER DATA

(Dollars in thousands)

(Unaudited)

	Nine Months Ended
	Oct. 31, 2009		Nov. 1, 2008
Depreciation and amortization	$	28,438	$	28,744
Capital expenditures	$	19,519	$	18,777
Total company store square footage		1,584,000		1,594,200
Hot Topic average store size		1,757		1,755
Torrid average store size		2,495		2,501