<SUBMISSION>
<ACCESSION-NUMBER>0001019687-05-000764
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050316
<ITEMS>1.01
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20050322
<DATE-OF-FILING-DATE-CHANGE>20050322
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HOT TOPIC INC /CA/
<CIK>0001017712
<ASSIGNED-SIC>5600
<IRS-NUMBER>770198182
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0130
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-28784
<FILM-NUMBER>05697211
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>18305 EAST SAN JOSE AVENUE
<CITY>CITY OF INDUSTRY
<STATE>CA
<ZIP>91748
<PHONE>6268394681
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>18305 EAST SAN JOSE AVENUE
<CITY>CITY OF INDUSTRY
<STATE>CA
<ZIP>91768
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>hottopic_8k-031605.txt
<TEXT>
<PAGE>

                                  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): MARCH 16, 2005
                              -------------------

                                 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))


<PAGE>


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).


<PAGE>

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
                  -----------  -----------

                  99.1         Press Release issued by Hot Topic, Inc. on
                               March 16, 2005


   [Remainder of page intentionally left blank; signature on following page.]


<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: March 21, 2005


<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.      Description
-----------      -----------

99.1             Press Release issued by Hot Topic, Inc. on March 16, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>hottopic_8kex99-1.txt
<TEXT>
<PAGE>

EXHIBIT 99.1


** NEWS RELEASE **

        HOT TOPIC, INC. REPORTS 4TH QUARTER AND FISCAL YEAR 2004 EARNINGS
                   4TH QUARTER EPS OF $0.38 PER DILUTED SHARE

         CITY of INDUSTRY, CA, March 16, 2005 -- Hot Topic, Inc. (Nasdaq
National Market: HOTT) reported net income for its fourth quarter ended January
29, 2005 of $17.4 million or $0.38 per diluted share, compared to $22.5 million
or $0.45 per diluted share for the same period last fiscal year.

         At the end of the fourth quarter, the Company operated 668 stores,
including 76 Torrid stores, compared to 554 stores, including 52 Torrid stores,
at the end of the fourth quarter of fiscal 2003.

     For the fiscal year ended January 29, 2005, net income was $39.7 million or
$0.83 per diluted share, compared to $47.6 million or $0.96 per diluted share
for the comparable period last year.

     The Company also stated that all financial results presented, both for
current and prior year, reflect the restatement related to accounting for leases
as discussed in the press release and 8K filing on March 2, 2005.

         The Company also reiterated that it expects to open 110 new stores in
2005. This includes an estimated 65 new Hot Topic stores and an estimated 45 new
Torrid stores. The Company expects to end the year operating 121 Torrid stores
and 657 Hot Topic stores.

         A conference call to discuss fourth quarter results, business trends
and other matters is scheduled for today at 4:30 PM (ET). The conference call
number is 800-370-0869, and will be accessible to all interested parties. It
will also be webcast at www.companyboardroom.com. A replay will be available at
877-519-4471, pass code 5620263, for approximately 10 days.

         Hot Topic, Inc. is a national mall-based specialty retailer. Hot Topic
offers apparel, accessories and gifts to young men and women principally between
the ages of 12 and 22. Torrid, the Company's second concept, provides plus-size
fashion-forward apparel and accessories that target young women principally
between the ages of 15 and 29. The Company currently operates 600 Hot Topic
stores in all 50 states and Puerto Rico, 79 Torrid stores, and Internet stores
WWW.HOTTOPIC.COM and WWW.TORRID.COM.

     In addition to the historical information contained herein, this news
release contains forward-looking statements, which include statements relating
to financial results, guidance, projections and other financial performance, and
managing growth. These statements involve risks and uncertainties, including
risks and uncertainties associated with meeting expected financial results,


<PAGE>

management of growth, relationships with mall developers and operators, the risk
that available cash or mall space will not be adequate for planned expansion,
fluctuations in sales and comparable store sales results, risks and
uncertainties with respect to new store openings including risks associated with
the Company's new store concepts and Internet stores, music and fashion trends,
competition from other retailers, uncertainties generally associated with
specialty retailing, the effect of economic conditions, 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 as well as other
risks detailed in the Company's SEC reports, including its Quarterly Reports on
Form 10-Q and its Annual Report on Form 10-K for the year ended January 31,
2004. 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
Mr. Jim McGinty, CFO 626-839-4681 x2675
Ms. Megan Hall, Manager of IR 626-839-4681 x2173


<PAGE>


                                 HOT TOPIC, INC.
                          SUMMARY STATEMENTS OF INCOME
                                   (Unaudited)


                                                      Fourth Quarters Ended
                                                  ------------------------------
                                                  Jan. 29, 2005    Jan. 31, 2004
                                                  -------------    -------------
                                                                      (restated)
(In thousands, except per share amounts)

Net sales                                         $    211,254     $    194,108
Cost of goods sold, including buying,
 distribution and occupancy costs                      132,873          113,847
Gross margin                                            78,381           80,261
Selling, general and administrative expenses            50,331           44,170
Operating income                                        28,050           36,091
Interest income-net                                        175              380
Income before income taxes                              28,225           36,471
Provision for income taxes                              10,805           13,969

Net income                                        $     17,420     $     22,502

Earnings per share
   Basic                                          $       0.39     $       0.47
   Diluted                                        $       0.38     $       0.45
Weighted average shares outstanding
   Basic                                                44,944           47,932
   Diluted                                              46,127           50,342


                                                        Fiscal Years Ended
                                                  ------------------------------
                                                  Jan. 29, 2005    Jan. 31, 2004
                                                  -------------    -------------
                                                                      (restated)
(In thousands, except per share amounts)

Net sales                                         $    656,468     $    572,039
Cost of goods sold, including buying,
 distribution and occupancy costs                      422,712          352,277
Gross margin                                           233,756          219,762
Selling, general and administrative expenses           170,384          143,952
Operating income                                        63,372           75,810
Interest income-net                                        919            1,318
Income before income taxes                              64,291           77,128
Provision for income taxes                              24,618           29,539

Net income                                        $     39,673     $     47,589

Earnings per share
   Basic                                          $       0.86     $       1.00
   Diluted                                        $       0.83     $       0.96
Weighted average shares outstanding
   Basic                                                46,379           47,479
   Diluted                                              47,875           49,588


<PAGE>

                                 HOT TOPIC, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)


                                                  Jan. 29, 2005    Jan. 31, 2004
                                                  -------------    -------------
                                                                    (restated)

Current Assets:
 Cash, cash equivalents and short-term
    investments                                   $     66,339     $    128,205
 Inventory                                              60,481           51,937
 Prepaid expenses and other                             12,390           10,654
 Deferred tax assets                                     2,541            2,259
Total current assets                                   141,751          193,055

Leaseholds, fixtures and equipment - net               136,401          102,838
Deposits and other                                         243              189

Total assets                                      $    278,395     $    296,082

Current Liabilities:
 Accounts payable                                 $     17,874     $     15,841
 Accrued liabilities                                    27,769           28,133
 Income taxes payable                                    8,887            7,278
Total current liabilities                               54,530           51,252
Deferred rent                                           30,227           21,843
Deferred tax liability                                   6,076            1,708
Total liabilities                                       90,833           74,803
Shareholders' equity                                   187,562          221,279
Total liabilities and shareholders' equity        $    278,395     $    296,082

<PAGE>

                                 HOT TOPIC, INC.
                                   OTHER DATA
                             (Dollars in thousands)
                                   (Unaudited)


                                                      Fiscal Years Ended
                                                --------------------------------
                                                Jan. 29, 2005      Jan. 31, 2004
                                                -------------      -------------
                                                                      (restated)

Depreciation and amortization                   $     24,635       $     20,360
Capital expenditures                            $     57,853       $     41,959
Number of stores open at end of period:
  Hot Topic                                              592                502
  Torrid                                                  76                 52
Total store square footage                         1,214,400            998,600


<PAGE>

                                 HOT TOPIC, INC.
                          SUMMARY STATEMENTS OF INCOME
                                   (Unaudited)


                                                     Quarters Ended
                                       -----------------------------------------
                                       Oct. 30, 2004  July 31, 2004  May 1, 2004
                                       -------------  -------------  -----------
                                        (restated)     (restated)     (restated)

(In thousands, except per share amounts)

Net sales                               $   180,808    $   136,263   $   128,143
Cost of goods sold, including buying,
 distribution and occupancy costs           116,268         89,613        83,958
Gross margin                                 64,540         46,650        44,185
Selling, general and administrative
  expenses                                   44,553         39,515        35,985
Operating income                             19,987          7,135         8,200
Interest income-net                             188            204           352
Income before income taxes                   20,175          7,339         8,552
Provision for income taxes                    7,727          2,811         3,275

Net income                              $    12,448    $     4,528   $     5,277

Earnings per share
   Basic                                $      0.27    $      0.10   $      0.11
   Diluted                              $      0.26    $      0.09   $      0.11
Weighted average shares outstanding
   Basic                                     46,086         46,565        48,019
   Diluted                                   47,202         48,023        50,131

</TEXT>
</DOCUMENT>
</SUBMISSION>
