Attached files
file | filename |
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EX-10.1 - EXHIBIT 10.1 - HOT TOPIC INC /CA/ | a6596383-101.htm |
EX-99.1 - EXHIBIT 99.1 - HOT TOPIC INC /CA/ | a6596383-ex991.htm |
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): February 1, 2011
Hot Topic, Inc.
(Exact
name of registrant as specified in charter)
California |
0-28784 |
77-0198182 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
||
|
||||
18305 E. San Jose Avenue, |
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City of Industry, California |
91748 |
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(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 a Material Definitive Agreement. |
On February 1, 2011, Hot Topic, Inc. (the "Company") entered into a consulting agreement (the "Agreement") with Lisa Harper. Under the Agreement, the Company retained Ms. Harper as an independent contractor from February 14, 2011 to May 13, 2011 (the “Term”). At the Company’s election, the Agreement can be extended for an additional three months (the “Extended Term”). Ms. Harper will advise the Company and perform additional duties as mutually agreed by her and the Company. During the Term and any Extended Term, Ms. Harper will be paid thirty two thousand five hundred dollars ($32,500) each month. Upon the commencement of the Term and also upon the commencement of any Extended Term, Ms. Harper will receive a grant of restricted stock for the number of shares of the Company’s common stock closest in value, as of the grant date, to ninety seven thousand five hundred dollars ($97,500). Ms. Harper’s compensation was recommended by the Company’s Compensation Committee, excluding Ms. Harper, and the decision to enter into the Agreement was approved by the full Board.
Ms. Harper is currently a member of the Board of Directors of the Company and the Compensation Committee of the Board, and will be stepping down from the Compensation Committee in connection with her retention as an independent contractor pursuant to the Agreement.
The full text of the Agreement is attached as Exhibit 10.1 to this current report and is incorporated herein by reference. The foregoing does not purport to be a complete summary of the Agreement and is qualified in its entirety by reference to Exhibit 10.1.
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 February 2, 2011 containing certain financial information for the fiscal month of January as well as the fourth quarter and fiscal year ended January 29, 2011.
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. |
(d) | Exhibits: |
Exhibit No. |
Description |
|
10.1 |
Agreement, dated as of February 1, 2011, by and between Hot Topic, Inc. and Lisa Harper. |
|
99.1 |
Press Release of Hot Topic, Inc. dated February 2, 2011. |
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.
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HOT TOPIC, INC. |
By: |
/S/ JAMES MCGINTY |
|
James McGinty |
|
Chief Financial Officer |
Date: February 2, 2011
INDEX TO EXHIBITS
Exhibit No. |
Description |
|
10.1 |
Agreement, dated as of February 1, 2011, by and between Hot Topic, Inc. and Lisa Harper. |
|
99.1 |
Press Release of Hot Topic, Inc. dated February 2, 2011. |