As filed with the Securities and Exchange Commission on August 28, 2003
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOT TOPIC, INC.
(Exact name of registrant as specified in its charter)
California 77-0198182
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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18305 E. San Jose Avenue
City of Industry, California 91748
(Address of principal executive offices)
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1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
James McGinty
Chief Financial Officer
Hot Topic, Inc.
18305 E. San Jose Avenue
City of Industry, California 91748
(626) 839-4681
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
M. Wainwright Fishburn, Esq.
COOLEY GODWARD LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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CALCULATION OF REGISTRATION FEE
=========================== ======================== ======================== ======================== ========================
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Common Stock 1,850,000 shares $33.46 $61,901,000 $5007.79
(no par value)
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement of Hot Topic, Inc. (the
"Registrant") shall also register any additional shares of the
Registrant's Common Stock that become issuable under the Company's 1996
Equity Incentive Plan, as amended (the "Plan") by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of
outstanding shares of the Registrant's Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1) of the Securities
Act. The price per share and aggregate offering price are based upon
the average of the high and low prices of Registrant's Common Stock on
August 26, 2003, as reported on the Nasdaq National Market.
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The contents of the following Registration Statements on Form S-8 are
incorporated by reference herein: (i) No. 333-13875 filed with the Securities
and Exchange Commission (the "SEC") on October 10, 1996; (ii) No. 333-58173
filed with the SEC on June 30, 1998; and (iii) No. 333-43992 filed with the SEC
on August 17, 2000.
EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
4.1 Amended and Restated Articles of Incorporation. (1)
4.2 Amended and Restated Bylaws. (2)
4.3 Specimen stock certificate. (1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cooley Godward LLP is contained on Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature pages to this
Registration Statement.
99.1 1996 Equity Incentive Plan, as amended.
(1) Filed as an exhibit to the Registrant's Registration
Statement on Form SB-2 (No. 333-5054- LA) and
incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended February 3, 2001 and
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Industry, State of California, on August 26, 2003.
HOT TOPIC, INC.
By: /s/ James McGinty
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James McGinty
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Elizabeth McLaughlin and James McGinty,
and each or either one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Elizabeth McLaughlin Chief Executive Officer, President August 26, 2003
- -------------------------------- and Director (Principal Executive
Elizabeth McLaughlin Officer)
/s/ James McGinty Chief Financial Officer and August 26, 2003
- -------------------------------- Secretary (Principal Financial
James McGinty Officer)
/s/ George Wehlitz, Jr. Vice President, Controller August 26, 2003
- -------------------------------- (Principal Accounting Officer)
George Wehlitz, Jr.
/s/ Bruce Quinnell Chairman of the Board August 26, 2003
- --------------------------------
Bruce Quinnell
/s/ Edgar Berner Director August 26, 2003
- --------------------------------
Edgar Berner
/s/ Cynthia Cohen Director August 26, 2003
- --------------------------------
Cynthia Cohen
/s/ Corrado Federico Director August 26, 2003
- --------------------------------
Corrado Federico
/s/ Andrew Schuon Director August 26, 2003
- --------------------------------
Andrew Schuon
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
4.1 Amended and Restated Articles of Incorporation. (1)
4.2 Amended and Restated Bylaws. (2)
4.3 Specimen stock certificate. (1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cooley Godward LLP is contained on Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature pages to this
Registration Statement.
99.1 1996 Equity Incentive Plan, as amended.
(1) Filed as an exhibit to the Registrant's Registration
Statement on Form SB-2 (No. 333-5054- LA) and
incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended February 3, 2001 and
incorporated herein by reference.