HOTT Hot Topic, Inc. (MM)

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, stock dividends or similar transactions, taken in the interim):

Registration Statement No. 333-13875, filed by Hot Topic, Inc., a California corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on October 10, 1996, relating to the registration of 931,795 stock options and shares of common stock, no par value, of the Company issuable under the Non-Plan Stock Options, 1996 Equity Incentive Plan, 1996 Non-Employee Directors’ Stock Option Plan, Employee Stock Purchase Plan.

Registration Statement No. 333-58173, filed by the Company with the SEC on June 30, 1998, relating to the registration of 572,688 stock options and shares of common stock, no par value, of the Company issuable under the Non-Plan Stock Options, 1996 Equity Incentive Plan, As Amended, 1996 Non-Employee Directors’ Stock Option Plan, As Amended.

Registration Statement No. 333-43992, filed by the Company with the SEC on August 17, 2000, relating to the registration of 950,000 shares of common stock, par value $.001, of the Company issuable under the 1996 Equity Incentive Plan.

Registration Statement No. 333-108324, filed by the Company with the SEC on August 28, 2003, relating to the registration of 1,850,000 shares of common stock, no par value, of the Company issuable under the 1996 Equity Incentive Plan.

Registration Statement No. 333-137203, filed by the Company with the SEC on September 8, 2006, relating to the registration of 3,082,456 shares of common stock, no par value, of the Company issuable under the Hot Topic, Inc., 2006 Equity Incentive Plan.

Registration Statement No. 333-181887, filed by the Company with the SEC on June 5, 2012, relating to the registration of 4,077,578 shares of common stock, no par value, of the Company issuable under the Hot Topic, Inc., 2012 Equity Incentive Plan.

On March 6, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HT Merger Sub Inc., a California corporation (“Merger Sub”) and a wholly owned subsidiary of 212F Holdings LLC, a Delaware limited liability company (“Parent”). On June 12, 2013 (the “Effective Time”), pursuant to the Merger Agreement, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation (the “Surviving Corporation”) and as a wholly owned subsidiary of Parent (the “Merger”). In connection with the consummation of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time (other than shares held by (i) the Company or any of its wholly owned subsidiaries (including shares held in the Company’s treasury), (ii) Parent, Merger Sub or any other wholly owned subsidiary of Parent, (iii) the Company’s shareholders who have perfected and not withdrawn or lost their right to dissent under California law, and (iv) shares contributed to Parent by certain members of the Company’s management) was cancelled and automatically converted into the right to receive $14.00 in cash, without interest and less any applicable withholding tax.

As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company registered under the Registration Statements which remain unsold at the termination of the offering, the Company hereby removes from registration all securities of the Company registered under the Registration Statements but unsold (if any) as of the date of this Post-Effective Amendment No. 1.