UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quaterly period ended July 29, 2006
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File No. 0-28784
HOT TOPIC, INC.
(Exact Name of Registrant as Specified in its Charter)
California | 77-0198182 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
18305 E. San Jose Avenue | ||
City of Industry, California | 91748 | |
(Address of principal executive offices) | (Zip Code) |
(626) 839-4681
Registrant’s telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 21, 2006 – 44,194,294 shares of common stock, no par value.
HOT TOPIC, INC.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A to amend Item 4.Controls and Procedures of our Form 10-Q originally filed on August 22, 2006 in response to comments received from the SEC. No revisions have been made to our financial statements or any other disclosure contained in our Form 10-Q originally filed on August 22, 2006.
PART I
Item 4. Controls and Procedures
The management of the company maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
We have carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end our most recent fiscal quarter. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective as of the end our most recent fiscal quarter. There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 6. Exhibits
Exhibit Number | Description of Document | |
3.1 | Amended and Restated Articles of Incorporation. (1) | |
3.2 | Certificate of Amendment of Amended and Restated Articles of Incorporation. (2) | |
3.3 | Amended and Restated Bylaws, as amended. (2) | |
4.1 | Reference is made to Exhibits 3.1 and 3.2. | |
4.2 | Specimen stock certificate. (1) | |
10.1 | Hot Topic, Inc. 2006 Equity Incentive Plan. (3) | |
10.2 | Form of Incentive Stock Option Agreement under the Hot Topic, Inc. 2006 Equity Incentive Plan. (3) | |
10.3 | Form of Non-statutory Stock Option Agreement under the Hot Topic, Inc. 2006 Equity Incentive Plan. (3) | |
10.4 | Hot Topic, Inc. Deferred Compensation Plan. (4) | |
10.5 | Union Bank of California Trust Agreement. (4) | |
31.1 | Certification, dated August 22, 2006, of Registrant’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. (5) | |
31.2 | Certification, dated August 22, 2006, of Registrant’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. (5) | |
31.3 | Certification, dated January 25, 2007, of Registrant’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.4 | Certification, dated January 25, 2007, of Registrant’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certifications, dated August 22, 2006, of Registrant’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002. (5) | |
32.2 | Certifications, dated January 25, 2007, of Registrant’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Filed as an exhibit to Registrant’s Registration Statement on Form SB-2 (No. 333-5054-LA) and incorporated herein by reference. |
(2) | Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the year ended January 29, 2005 and incorporated herein by reference. |
(3) | Filed as an exhibit to Registrant’s Current Report of Form 8-K filed with the SEC on June 13, 2006 and incorporated herein by reference. |
(4) | Filed as an exhibit to Registrant’s Current Report of Form 8-K filed with the SEC on July 6, 2006 and incorporated herein by reference. |
(5) | Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 and incorporated herein by reference. |
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SIGNATURES
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 thereunto duly authorized.
HOT TOPIC, INC. | ||||
Date: January 25, 2007 | ||||
By: | /s/ Elizabeth McLaughlin | |||
Elizabeth McLaughlin | ||||
Chief Executive Officer |
Date: January 25, 2007 | ||||
By: | /s/ James McGinty | |||
James McGinty | ||||
Chief Financial Officer |
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