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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOT TOPIC, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
441339108
(CUSIP Number)
Becker Drapkin Management, L.P.
Attn: Steven R. Becker
Attn: Matthew A. Drapkin
300 Crescent Court
Suite 1111
Dallas, Texas 75201
(214) 756-6016
With a copy to:
Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 441339108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Management, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 725,000 | |
8 | SHARED VOTING POWER 1,540,949 | ||
9 | SOLE DISPOSITIVE POWER 725,000 | ||
10 | SHARED DISPOSITIVE POWER 1,540,949 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,265,949 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN |
CUSIP No. 441339108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Partners (QP), L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) WC | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 701,852 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 701,852 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 701,852 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 441339108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Partners, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) WC | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 86,744 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 86,744 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,744 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 441339108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. BD Partners I, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) WC | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 752,353 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 752,353 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 752,353 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 441339108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BC Advisors, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 2,265,949 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 2,265,949 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,265,949 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO |
CUSIP No. 441339108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven R. Becker | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 2,265,949 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 2,265,949 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,265,949 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
CUSIP No. 441339108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew A. Drapkin | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 2,265,949 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 2,265,949 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,265,949 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
On August 24, 2010, certain of the Reporting Persons (as defined in Item 2) entered into a Group Agreement (the “Group Agreement”) with the Carlson Parties (as defined in Item 5). The Group Agreement is attached hereto as Exhibit 1 and incorporated herein by reference. As a result of entering into the Group Agreement, the Reporting Persons and the Carlson Parties may be deemed to be a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Securities Exchange Act of 1934. The security interests reported in this statement on Schedule 13D (this “Statement”) do not include security interests owned by the Carlson Parties. The Carlson Parties are filing a separate statement on Schedule 13D to report their beneficial ownership of the Common Stock (the “Common St ock”) of Hot Topic, Inc., a California corporation (the “Issuer”). This Statement only reports information on the Reporting Persons identified in Item 2 of this Statement and does not report any acquisition or disposition of Common Stock by the Carlson Parties.
Name of Reporting Person | Date | Number of Shares Purchased (Sold) | Average Price per Share |
Becker Drapkin, L.P. | 7/9/2010 | 2,200 | $5.1775 |
Becker Drapkin QP | 7/9/2010 | 17,800 | $5.1775 |
BD Partners I | 8/19/2010 | 100,000 | $4.8196 |
BD Partners I | 8/19/2010 | 54,600 | $4.8287 |
BD Partners I | 8/19/2010 | 100,000 | $4.8349 |
BD Partners I | 8/19/2010 | 100,000 | $4.8446 |
BD Partners I | 8/19/2010 | 292,000 | $4.8996 |
BD Partners I | 8/20/2010 | 4,400 | $4.7657 |
BD Partners I | 8/20/2010 | 35,000 | $4.8135 |
BD Partners I | 8/24/2010 | 19,353 | $4.8135 |
BD Partners I | 8/24/2010 | 12,000 | $4.8764 |
BD Partners I | 8/25/2010 | 10,000 | $5.0100 |
BD Partners I | 8/30/2010 | 25,000 | $5.0260 |
(d) No person other than the Reporting Persons, and the Managed Account with respect to the Managed Account Shares, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above. (e) Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
On August 24, 2010, the Carlson Parties and certain of the Reporting Persons entered into the Group Agreement pursuant to which they agreed, among other things, to (a) generally consult with each other with respect to the purchase or sale of shares of Common Stock, (b) coordinate their actions with respect to any discussions with the Issuer regarding the Issuer’s assets, business, capitalization, financial condition or operations, (c) not acquire any securities of the Issuer if as a result the Group would be deemed to have beneficial ownership of 15% or more of any class of the outstanding equity of the Issuer without the prior agreement of BD Management, or its representatives, and Carlson Capital, L.P., or its representatives and (d) share certain expenses incurred in connection with the foregoing. Such Group Agreeme nt is attached hereto as Exhibit 1 and all description thereof in this Statement is qualified in its entirety by reference to the full text of the Group Agreement, which is incorporated by reference herein. On September 2, 2010, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 2. Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. | |
Item 7. | Material to Be Filed as Exhibits |
Exhibit 1 | Group Agreement, dated August 24, 2010, by and among Becker Drapkin Management, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; and Clint D. Carlson |
Exhibit 2 | Joint Filing Agreement, dated September 2, 2010, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P., BD Partners I, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin |
Exhibit 3 | Power of Attorney dated July 19, 2010, signed by Steven R. Becker |
Exhibit 4 | Power of Attorney dated March 16, 2010, signed by Matthew A. Drapkin |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: September 2, 2010
BECKER DRAPKIN MANAGEMENT, L.P. | |||||
By: | BC Advisors, LLC, its general partner | ||||
By: | /s/ Richard J. Birns | ||||
Name: Richard J. Birns | |||||
Title: Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS, (QP), L.P. | |||||
By: | Becker Drapkin Management, L.P., its general partner | ||||
By: | BC Advisors, LLC, its general partner | ||||
By: | /s/ Richard J. Birns | ||||
Name: Richard J. Birns | |||||
Title: Attorney-in-Fact | |||||
BECKER DRAPKIN PARTNERS, L.P. | |||||
By: | Becker Drapkin Management, L.P., its general partner | ||||
By: | BC Advisors, LLC, its general partner | ||||
By: | /s/ Richard J. Birns | ||||
Name: Richard J. Birns | |||||
Title: Attorney-in-Fact | |||||
BD PARTNERS I, L.P. | |||||
By: | Becker Drapkin Management, L.P., its general partner | ||||
By: | BC Advisors, LLC, its general partner | ||||
By: | /s/ Richard J. Birns | ||||
Name: Richard J. Birns | |||||
Title: Attorney-in-Fact | |||||
BC ADVISORS, LLC | |||||
By: | /s/ Richard J. Birns | ||||
Name: Richard J. Birns | |||||
Title: Attorney-in-Fact | |||||
STEVEN R. BECKER | |||||
By: | /s/ Richard J. Birns | ||||
Name: Richard J. Birns | |||||
Title: Attorney-in-Fact | |||||
MATTHEW A. DRAPKIN | |||||
By: | /s/ Richard J. Birns | ||||
Name: Richard J. Birns | |||||
Title: Attorney-in-Fact |