UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MARCH 16, 2005
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HOT TOPIC, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-28784 77-0198182
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
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 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On March 17, 2005, our Board of Directors, upon the recommendation of
our Compensation Committee, established the 2005 base salaries and bonus plan
for our executive officers. On March 18, 2005, a duly authorized committee of
the Board approved equity grants of stock options to our executive officers.
The following table sets forth the 2005 base salaries established for
and equity compensation granted to our executive officers as described above:
NAME AND TITLE 2005 BASE SALARY STOCK OPTIONS
-------------- ---------------- -------------
Elizabeth McLaughlin, Chief Executive
Officer $ 700,000 175,000
Gerald Cook, President, Hot Topic $ 450,000 85,000
Patricia Van Cleave, President, Torrid $ 420,000 85,000
James McGinty, Chief Financial Officer $ 300,000 60,000
Thomas Beauchamp, Senior Vice
President, Chief Information Officer $ 280,000 50,000
Christopher Kearns, Senior Vice
President, General Counsel and
Secretary $ 250,000 50,000
The stock options described above (i) were granted pursuant to our 1996
Equity Incentive Plan, as amended (the "Plan"), (ii) terminate ten years after
the date of grant, or earlier in the event the optionholder's service to the
company is terminated and (iii) have an exercise price per share of $21.24, or
the closing price of our common stock as reported on the Nasdaq National Market
for Thursday, March 17, 2005. Subject to the optionholder's continued service to
the company, 25% of the shares of common stock subject to such stock options
vest on the first anniversary of the date of grant, and the remaining shares
vest quarterly over the following three years.
The Compensation Committee annually establishes targeted profitability
levels for the ensuing fiscal year in conjunction with our company's annual
financial plan. The 2005 bonus plan approved by the Board of Directors provides
for various cash bonus amounts based upon increasing levels of profitability
above a minimum target level. The profitability goals for the various executive
officers are varied to align the officers' duties with the appropriate metrics
that best reflect the officers' impact on the company and its performance. Cash
bonuses under the 2005 plan, if earned, are expected to be paid following
completion of our audit of the results of operations for the 2005 fiscal year
(ending January 28, 2006).
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 March 16, 2005. The press release includes certain
financial information of the Registrant for the fiscal fourth quarter and fiscal
year ended January 29, 2005. In addition, the release includes certain
additional information relating to past reporting periods.
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.
(c) Exhibits:
Exhibit No. Description
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99.1 Press Release issued by Hot Topic, Inc. on
March 16, 2005
[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
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James McGinty
CHIEF FINANCIAL OFFICER
Date: March 21, 2005
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release issued by Hot Topic, Inc. on March 16, 2005