<PAGE>
As filed with the Securities and Exchange Commission on August 17, 2000
Registration No. 333-
================================================================================
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 of Incorporation) (I.R.S. Employer Identification No.)
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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 plans)
Jay A. Johnson
Chief Financial Officer
Hot Topic, Inc.
18305 E. San Jose Avenue
City of Industry, California 91748
(626) 839-4681
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Christopher J. Kearns, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 550-6000
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== =========================== ======================== ======================== ========================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
--------------------------- --------------------------- ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C>
Stock Options and Common 950,000 shares $26.88-$33.50 $31,069,187.00 $8202.27
Stock (par value $.001)
=========================== =========================== ======================== ======================== ========================
</TABLE>
(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
"Company" or the Registrant") shall also cover 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 the Registrant's outstanding shares of Common Stock. In
addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h) of the Securities
Act. The price per share and aggregate offering price are based upon
(a) the actual exercise price for shares subject to options previously
granted under the Plan and (b) additional shares of Common Stock
available for future grant under the Plan calculated on the basis of
the average of the high and low prices of Registrant's Common Stock on
August 16, 2000 as reported on the Nasdaq National Market. The
following chart shows the calculation of the registration fee:
<TABLE>
<CAPTION>
======================================== ================= ========================== ======================
PRICE PER SHARE AGGREGATE
TYPE OF SHARES NUMBER OF SHARES FOR CALCULATION OFFERING PRICE
---------------------------------------- ----------------- -------------------------- ----------------------
<S> <C> <C> <C>
Common Stock issuable pursuant to
outstanding options under the Plan 114,171 $26.88 $3,068,916.40
---------------------------------------- ----------------- -------------------------- ----------------------
Common Stock available for grant under
the Plan 835,829 $33.50 $28,000,271.00
======================================== ================= ========================== ======================
</TABLE>
1.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-13875
The contents of Registration Statement on Form S-8 No. 333-13875 filed
with the Securities and Exchange Commission on June 30, 1998 are incorporated by
reference herein.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan, as amended.
2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 17,
2000.
HOT TOPIC, INC.
By: /S/ JAY A. JOHNSON
---------------------------------
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Orval D. Madden, Elizabeth M. McLaughlin
and Jay A. Johnson, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his 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
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 substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
3.
<PAGE>
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ ORVAL D. MADDEN Chief Executive Officer and August 17, 2000
-------------------------------------------- Director (Principal Executive
Orval D. Madden Officer)
/S/ ELIZABETH M. MCLAUGHLIN President and Director August 17, 2000
--------------------------------------------
Elizabeth M. McLaughlin
/S/ JAY A. JOHNSON Chief Financial Officer and August 17, 2000
-------------------------------------------- Assistant Secretary (Principal
Jay A. Johnson Financial and Accounting Officer)
Chairman of the Board of Directors August 17, 2000
--------------------------------------------
Robert M. Jaffe
/S/ EDGAR F. BERNER Director August 17, 2000
--------------------------------------------
Edgar F. Berner
/S/ ANDREW SCHUON Director August 17, 2000
--------------------------------------------
Andrew Schuon
Director August 17, 2000
--------------------------------------------
Corrado Federico
Director August 17, 2000
--------------------------------------------
Bruce A. Quinnell
</TABLE>
4.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBERS
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit
5.1 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan, as amended.
</TABLE>
5.
