p10-1708sc13da.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WvBBA3vh+56sryhSQswXBoUcJf2ezK/JaC5KUU8SdHq0ovHal6YOWL/+XlElEhi5 6x7uvgtpIMPyRQqaSxyhEg== 0000902664-10-003335.txt : 20100921 0000902664-10-003335.hdr.sgml : 20100921 20100921161936 ACCESSION NUMBER: 0000902664-10-003335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100921 DATE AS OF CHANGE: 20100921 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOT TOPIC INC /CA/ CENTRAL INDEX KEY: 0001017712 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 770198182 STATE OF INCORPORATION: CA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48895 FILM NUMBER: 101082819 BUSINESS ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 BUSINESS PHONE: 6268394681 MAIL ADDRESS: STREET 1: 18305 EAST SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91768 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 p10-1708sc13da.htm AMENDMENT NO. 1 - HOT TOPIC, INC. p10-1708sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_______________

SCHEDULE 13D


Under the Securities Exchange Act of 1934
(Amendment No. 1)*

HOT TOPIC, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

441339108
(CUSIP Number)

Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600

with a copy to
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 19, 2010
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 441339108

SCHEDULE 13D

Page 2 of 10 Pages

1	NAME OF REPORTING PERSON Double Black Diamond Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,676,560
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,676,560
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,676,560
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.76%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 441339108

SCHEDULE 13D

Page 3 of 10 Pages

1	NAME OF REPORTING PERSON Black Diamond Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 88,240
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 88,240
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 88,240
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.20%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 441339108

SCHEDULE 13D

Page 4 of 10 Pages

1	NAME OF REPORTING PERSON Carlson Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,764,800
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,764,800
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,764,800
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.96%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 441339108

SCHEDULE 13D

Page 5 of 10 Pages

1	NAME OF REPORTING PERSON Asgard Investment Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,764,800
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,764,800
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,764,800
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.96%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 441339108

SCHEDULE 13D

Page 6 of 10 Pages

1	NAME OF REPORTING PERSON Clint D. Carlson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,764,800
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,764,800
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,764,800
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 3.96%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 441339108

SCHEDULE 13D

Page 7 of 10 Pages

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D (the "Original Schedule 13D" and together with this Amendment, the "Schedule 13D") filed with the Securities and Exchange Commission on September 2, 2010, with respect to the common stock (the "Common Stock") of Hot Topic, Inc., a California corporation (the "Issuer").

On August 24, 2010, certain of the Reporting Persons (as defined in Item 2 of the Original Schedule 13D) entered into a Group Agreement (the "Group Agreement") with the Becker Drapkin Parties (as defined in Item 5 of the Original Schedule 13D). The Group Agreement was attached to the Original Schedule 13D as Exhibit 2 thereto and is incorporated herein by reference. As described in Item 6 of this statement on Schedule 13D, the Reporting Persons and the Becker Drapkin Parties have terminated (i) their status as a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Group Agreement. The security interests reported in this Schedule 13D do not include security interests owne d by the Becker Drapkin Parties. This Schedule 13D only reports information on the Reporting Persons identified in the cover pages hereto and does not report any acquisition or disposition of Common Stock by the Becker Drapkin Parties. Except as set forth herein, the Schedule 13D is unmodified. This Amendment No. 1 also constitutes an "exit filing" for the Reporting Persons, given that the Reporting Persons' shares of Common Stock represent less than 5% of the outstanding shares of Common Stock.

Item 4.	PURPOSE OF TRANSACTION.

	Item 4 is amended and supplemented to add the following information for updating as of the date hereof

	(a)-(j) On September 19, 2010, the Issuer entered into an agreement (the "Standstill Agreement") with the Reporting Persons that will result in Steven R. Becker and Matthew A. Drapkin becoming members of the board of directors of the Company.

	The following is a brief description of certain terms of the Standstill Agreement, which description is qualified in its entirety by reference to the full text of the Standstill Agreement which is attached as Exhibit 1 hereto and incorporated by reference herein.

	Under the terms of the Standstill Agreement, (a) the Issuer has agreed on or before October 1, 2010 (i) to increase the size of the Board of Directors of the Issuer (the "Board") by two directors, to a total of nine directors, if required to meet the Issuer's other obligations under the Standstill Agreement, (ii) to appoint Mr. Becker and Mr. Drapkin as directors of the Board and (iii) to appoint one of Mr. Becker and Mr. Drapkin to the Compensation Committee of the Board and the other of them to the Governance and Nominating Committee of the Board, (b) the Issuer has agreed to nominate Mr. Becker and Mr. Drapkin for reelection to the Board at the Issuer's 2011 annual meeting of shareholders (the "2011 Annual Meeting"), (c) the Reporting Persons have agreed (i) to vote or cause to be voted the shares of Common Stock beneficially owned by them, as of the record date for the 2011 Annual Meeting, in favor of the Board's nominees for director at the 2011 Annual Meeting and (ii) if the Issuer nominates Mr. Becker and Mr. Drapkin for reelection to the Board at the Issuer's 2012 annual meeting of shareholders (the "2012 Annual Meeting"), to vote or cause to be voted the shares of Common Stock beneficially owned by them, as of the record date for the 2012 Annual Meeting, in favor of the Board's nominees for director at the 2012 Annual Meeting; provided, in each case, that such directors are either current members of the Board or otherwise reasonably acceptable to the Reporting Persons, and (d) the Reporting Persons have agreed to abide by certain standstill provisions until the second anniversary of the Standstill Agreement (or such earlier date upon the occurrence of certain events, as described in the Standstill Agreement).

	Under the terms of the Standstill Agreement, the Issuer has also agreed that prior to the 2012 Annual Meeting, the Board shall only be increased in connection with the appointment of Mr. Becker and Mr. Drapkin.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER.

	Subparagraphs (a) through (b) of Item 5 are amended and restated as follows:

	As a result of the Group Termination Agreement described in Item 6 of this Schedule 13D, the Reporting Persons and the Becker Drapkin Parties have terminated (i) their status as a "group" for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Group Agreement

	The Reporting Persons may be deemed to beneficially own in the aggregate 1,764,800 shares of Common Stock. Based upon a total of 44,579,427 outstanding shares of Common Stock, as reported in the Issuer's quarterly report on Form 10-Q for the period ending July 31, 2010, the Reporting Persons' shares represent approximately 3.96% of the outstanding shares of Common Stock.

CUSIP No. 441339108

SCHEDULE 13D

Page 8 of 10 Pages


	Carlson Capital, L.P., Asgard Investment Corp. and Clint D. Carlson have the power to vote and direct the disposition of (i) the 88,240 shares of Common Stock reported herein as owned by Black Diamond Offshore Ltd., and (ii) the 1,676,560 shares of Common Stock reported herein as owned by Double Black Diamond Offshore Ltd.

	As described in Item 6 of this statement on Schedule 13D, the Reporting Persons and the Becker Drapkin Parties have terminated (i) their status as a "group" for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Group Agreement. The security interests reported in this Schedule 13D do not include security interests owned by the Becker Drapkin Parties. This Schedule 13D only reports information on the Reporting Persons identified in the cover pages hereto and does not report any acquisition or disposition of Common Stock by the Becker Drapkin Parties.

Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

	Item 6 is amended and supplemented to add the following information for updating as of the date hereof:

	On September 19, 2010, the Issuer and the Reporting Persons entered into the Standstill Agreement, the terms of which are described in Item 4 of this Schedule 13D.

	On September 19, 2010, the Reporting Persons entered into an agreement (the "Group Termination Agreement") with the Becker Drapkin Parties whereby the parties thereto, on behalf of themselves and their respective affiliates, terminated (i) their status as a "group" for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Group Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Group Termination Agreement, a copy of which is attached as Exhibit 2 and incorporated by reference herein.

Item 7.	MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1	Agreement, dated September 19, 2010, by and among Hot Topic, Inc.; Black Diamond Offshore Ltd.; Double Black Diamond Offshore Ltd.; Carlson Capital L.P.; Asgard Investment Corp. and Clint D. Carlson.
Exhibit 2	Group Termination Agreement, dated September 19, 2010, by and among Becker Drapkin Management, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P.; Asgard Investment Corp.; and Clint D. Carlson.

CUSIP No. 441339108

SCHEDULE 13D

Page 9 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 21, 2010

	BLACK DIAMOND OFFSHORE LTD.

	By:	Carlson Capital, L.P., its investment manager

	By:	Asgard Investment Corp., its general partner


	By:	/s/ Clint D. Carlson
		Name: Clint D. Carlson
		Title: President

	DOUBLE BLACK DIAMOND OFFSHORE LTD.

	By:	Carlson Capital, L.P., its investment manager

	By:	Asgard Investment Corp., its general partner


	By:	/s/ Clint D. Carlson
		Name: Clint D. Carlson
		Title: President

	CARLSON CAPITAL, L.P.

	By:	Carlson Capital, L.P., its investment manager

	By:	Asgard Investment Corp., its general partner


	By:	/s/ Clint D. Carlson
		Name: Clint D. Carlson
		Title: President

	ASGARD INVESTMENT CORP.

	By:	Carlson Capital, L.P., its investment manager

CUSIP No. 441339108

SCHEDULE 13D

Page 10 of 10 Pages

	By:	/s/ Clint D. Carlson
		Name: Clint D. Carlson
		Title: President


	/s/ Clint D. Carlson
	Clint D. Carlson

EX-1 2 p10-1708exhibit1.htm AGREEMENT p10-1708exhibit1.htm

EXHIBIT 1

Agreement

This Agreement, dated as of September 19, 2010, is by and among Hot Topic, Inc., a California corporation (the "Company"), and the individuals and entities that are signatories hereto (collectively, the "Shareholder Group").

WHEREAS, the Company and the Shareholder Group have determined that the interests of the Company and its shareholders would be best served by adding Steven R. Becker, an individual resident of Texas ("Becker") and Matthew A. Drapkin, an individual resident of New York ("Drapkin") to the Company's Board of Directors on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Representations and Warranties of the Company. The Company represents and warrants as follows as of the date hereof:

(a) The Company has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles.

(c) The execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any material breach or violation of or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

2. Representations and Warranties of the Shareholder Group. Each of the members of the Shareholder Group severally, and not jointly, represents and warrants with respect to himself or itself as follows as of the date hereof:

(a) Such party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. Such party, if an entity, has the corporate, limited partnership or limited liability company power and authority, as applicable, to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly and validly authorized, executed, and delivered by such party, constitutes a valid and binding obligation and agreement of such party, and is enforceable against such party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles.

(c) As of the date thereof, such party was the "beneficial owner" of a number of shares of Common Stock (as defined below) as set forth on the cover page relating to such party in the Schedule 13D filed by Carlson Capital, L.P. with the Securities and Exchange Commission (the "SEC") on September 2, 2010 (the "Schedule 13D"). As of the date hereof, the members of the Shareholder Group own in the aggregate 1,764,800 shares of Common Stock. Except for those Affiliates and Associates of such member with respect to whom a cover page is included in the Schedule 13D, no other Affiliate or Associate of such member beneficially owns any shares of Common Stock.

(d) The execution, delivery and performance of this Agreement by such party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to him or it, or (ii) result in any material breach or violation of or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which he or it is a party or by which he or it is bound.

3. Definitions. For purposes of this Agreement:

(a) The terms "Affiliate" and "Associate" have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), provided that neither "Affiliate" nor "Associate" shall include (i) any person that is a publicly held concern and is otherwise an Affiliate or Associate by reason of the fact that a principal of any member of the Shareholder Group serves as a member of the board of directors or similar governing body of such concern, (ii) such member of the board of directors or other similar governing body of such concern or (iii) any entity which is an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2; the terms "beneficial owner" and "beneficial ownership" shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

(b) "Board" means the Board of Directors of the Company.

(d) "Standstill Period" means the period from the date hereof until the earlier of:

(i) the date on which the Governance and Nominating Committee notifies the Shareholder Group that it has provided notice to either Becker or Drapkin pursuant to Section 4(f) below that it has not resolved to nominate either of Becker and Drapkin for election to the Board at Company's 2012 Annual Meeting of Shareholders (the "2012 Annual Meeting");

(ii) the two year anniversary of the date hereof; or

(iii) such date, if any, as the Company has materially breached any of its representations, warranties, commitments or obligations set forth in Sections 1, 4(a), 4(b), 4(e), and 4(f) of this Agreement (the "Principal Obligations").

4. Election of Becker and Drapkin; Related Matters.

(a) As soon as reasonably practicable but in any event within ten business days from the date hereof (the "Appointment Date"):

(i) In accordance with the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, the Board shall have, if required to meet its other obligations pursuant to this Agreement, adopted a resolution increasing the size of the Board by two directors, to a total of nine directors, effective as of the Appointment Date;

(ii) In accordance with the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, the Board shall have appointed Becker and Drapkin as directors of the Company, effective as of the Appointment Date, to serve as members of the Board until the Company's 2011 Annual Meeting of Shareholders (the "2011 Annual Meeting") and until their successors are duly elected and qualified; and

(iii) The Board shall adopt a resolution appointing one of Becker or Drapkin to serve as a member of the Compensation Committee and appoint the other of Becker or Drapkin to serve as a member of the Governance and Nominating Committee, effective as of the Appointment Date, and each of Becker and Drapkin shall continue to serve on the applicable Committee so long as he continues to be a member of the Board.

(b) The Board and the Governance and Nominating Committee shall nominate Becker and Drapkin for election as directors at the 2011 Annual Meeting. The Company agrees to recommend that the Company's shareholders vote, and shall solicit proxies, in favor of the election of each of Becker and Drapkin at such meeting and otherwise support Becker and Drapkin for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees.

(c) The members of the Shareholder Group shall promptly file an amendment to the Schedule 13D reporting the entry into this agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. Such amendment shall also reflect the termination of the "group" pursuant to Rule 13d−5(b)(1) promulgated under the Exchange Act, consisting of Carlson Capital, L.P. and certain of its affiliates and Becker Drapkin Management, L.P. and certain of its affiliates (the "Becker Drapkin Group"). Such members of the Shareholder Group shall provide to the Company a reasonable opportunity to review and comment on such amendments in advance of filing, and shall consider in good faith the reasonable and tim ely comments of the Company.

(d) So long as the Company has complied and is complying with the Principal Obligations, each member of the Shareholder Group shall cause all shares of Common Stock owned of record and shall instruct the record owner, in case of all shares of Common Stock beneficially owned but not of record, by it and their respective Affiliates, as of the record date for the 2011 Annual Meeting, to be present for quorum purposes and to be voted, and shall cause all shares of Common Stock held by their respective Associates to be present for quorum purposes and to be voted, in favor of all directors nominated by the Board for election at the 2011 Annual Meeting; provided such directors nominated by the Board are either current members of the Board or otherwise reasonably acceptable to the Sharehold er Group.

(e) The Company agrees that the Board shall only be increased at any time prior to the conclusion of the 2012 Annual Meeting in connection with the appointment of Becker and Drapkin.

(f) At least 60 days prior to the last date upon which a notice to the Secretary of the Company of nominations of persons for election to the Board or the proposal of business at the 2012 Annual Meeting would be considered timely under the Company's Amended and Restated Bylaws, the Governance and Nominating Committee will notify each of Becker and Drapkin, and provide a copy of such notice to the Shareholder Group, whether it has resolved to recommend them for re-election to the Board at the 2012 Annual Meeting. If the Governance and Nominating Committee has resolved to so recommend each of Becker and Drapkin, (i) the Board and the Governance and Nominating Committee shall nominate Becker and Drapkin for election as directors at the 2012 Annual Meeting, (ii) the Company shall recommend that the Company's shareholders vote, and shall solicit proxies, in favor of, the election of each of Becker and Drapkin at such meeting and otherwise support Becker and Drapkin for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees and (iii) so long as the Company has complied and is complying with the Principal Obligations, each member of the Shareholder Group shall cause all shares of Common Stock owned of record and shall instruct the record owner, in case of all shares of Common Stock beneficially owned but not of record, by it and their respective Affiliates, as of the record date for the 2012 Annual Meeting, to be present for quorum purposes and to be voted, and shall cause all shares of Common Stock held by their respective Associates to be present for quorum purposes and to be voted, in favor of all directors nominated by the Board for election at the 2012 Annual Meeting; provided such directors nominated by the Board are ei ther current members of the Board or otherwise reasonably acceptable to the Shareholders Group.

5. Standstill.

Each of the members of the Shareholder Group agrees that, during the Standstill Period, he or it will not, and he or it will cause each of such person's Affiliates or agents or other persons acting on his or its behalf not to, and will cause his or its respective Associates not to:

(a) acquire, offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company or any securities of any Affiliate of the Company, if, after completion of such acquisition or proposed acquisition, such party would beneficially own more than 14.99% of the outstanding shares of Common Stock;

(b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other than as expressly permitted by this Agreement;

(c) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Shareholder Group or one or more Affiliates of a member of the Shareholder Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or acquired in the future subject to the limitations set forth in Section 5(a) or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement;

(d) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any "solicitation" of any "proxy" within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a "participant" in any contested "solicitation" for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a "solicitation" or acting as a "participant" in support of all of the nominees of the Board at the 2011 Annual Meeting or the 2012 An nual Meeting as set forth in this Agreement;

(e) seek, in any capacity, to call, or to request the calling of, a special meeting of the shareholders of the Company, or seek to make, or make, a shareholder proposal at any meeting of the shareholders of the Company or make a request for a list of the Company's shareholders (or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company, except as expressly permitted by this Agreement;

(f) effect or seek to effect, in any capacity (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with re spect to the Company or any of its subsidiaries;

(g) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the members of the Shareholder Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement;

(h) publicly disparage any member of the Board or management of the Company; provided that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure;

(i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or

(j) take or cause or induce or assist others to take any action inconsistent with any of the foregoing.

Notwithstanding the foregoing, it is understood and agreed that this Agreement shall not be deemed to prohibit the Shareholder Group from (i) making public statements (including statements contemplated by Rule 14a-1 (1) (2) (iv) under the Exchange Act), (ii) engaging in discussion with other stockholders or (iii) soliciting, or encouraging or participating in the solicitation of, proxies or consents with respect to voting securities of the Company (so long as such discussions are in compliance with Section 5(c) hereof) in each case with respect to any transaction that has been publicly announced by the Company involving (1) the recapitalization of the Company, (2) an acquisition, disposition or sale of assets or a business by the Company where the consideration to be received or paid in such transaction requires approval by the holders of the Common Stock or (3) a change of control of the Company.

6. Non-public Information. The Company and the Shareholder Group agree that the Shareholder Group will not receive non-public information from the Company regarding the Company, unless the Company and the Shareholder Group have separately entered into a non-disclosure agreement with respect to such information prior to the Shareholder Group receiving such information.

7. Non-Disparagement. During the Standstill Period the Company shall not publicly disparage any member of the Shareholder Group or any member of the management of the Shareholder Group, provided that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure.

8. Reimbursement of Expenses. All costs and expenses incurred in connection with this Agreement will be paid by the party incurring such cost or expense.

9. Specific Performance. Each party hereto acknowledges and agrees, on behalf of itself and its Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of California, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.

10. Jurisdiction. Each party hereto agrees, on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely and exclusively in any state or federal court in the State of California (and the parties agree on behalf of themselves and their respective Affiliates not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 14 of this Agreement will be effective service of process for any such action, suit or proceeding brought against any party in any such court. Each part y, on behalf of itself and its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the state or federal courts in the State of California, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper or inconvenient forum.

11. Applicable Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of California applicable to contracts executed and to be performed wholly within such state, without giving effect to the choice of law principles of such state.

12. Counterparts; Facsimile or Electronic Signatures. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement. Facsimile or electronic (i.e., PDF) signatures shall be as effective as original signatures.

13. Entire Agreement; Amendment and Waiver; Successors and Assigns. This Agreement contains the entire understanding of the parties hereto with respect to, and supersedes all prior agreements relating to, its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude a ny other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and assigns.

14. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by telecopy, when such telecopy is transmitted to the telecopy number set forth below, or to such other telecopy number as is provided by a party to this Agreement to the other parties pursuant to notice given in accordance with the provisions of this Section, and the appropriate confirmation is received, or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section, or at such other address as is provided by a party to this Agreement to the other parties pu rsuant to notice given in accordance with the provisions of this Section:

if to the Company:

Hot Topic, Inc.

18305 E. San Jose Ave.

City of Industry, California 91748

Facsimile: (626) 581-0894

Attention: Chief Executive Officer

with a copy to:

Cooley LLP

4401 Eastgate Mall

San Diego, CA 92121

Facsimile: (858) 550-6420

Attention: Jason L. Kent, Esq.

if to the Shareholder Group or any member thereof:

Carlson Capital, L.P.

2100 McKinney Avenue

Dallas, Texas 75201

Facsimile: (214) 932-9712

Attention: Steven J. Pully

with a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Facsimile: (212) 593 5955

Attention: David E. Rosewater

15. No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer on any person other than the parties hereto or their respective successors and assigns, and their respective Affiliates to the extent provided herein, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date first written above.

COMPANY:

Hot Topic, Inc.


/s/ Bruce A Quinnell
Name: Bruce A Quinnell
Title: Chairman of the Board of Directors

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date first written above.

SHAREHOLDER GROUP:

Black Diamond Offshore Ltd.		Double Black Diamond Offshore Ltd.

By: Carlson Capital, L.P., its investment manager		By: Carlson Capital, L.P., its investment manager

By: Asgard Investment Corp., its general partner		By: Asgard Investment Corp., its general partner

By:	/s/ Clint D. Carlson	By:	/s/ Clint D. Carlson
Name: Clint D. Carlson		Name: Clint D. Carlson
Title: President		Title: President

Carlson Capital L.P.		Asgard Investment Corp.

By: Asgard Investment Corp., its general partner


By:	/s/ Clint D. Carlson	By:	/s/ Clint D. Carlson
Name: Clint D. Carlson		Name: Clint D. Carlson
Title: President		Title: President


		Clint D. Carlson

		/s/ Clint D. Carlson

EX-2 3 p10-1708exhibit2.htm GROUP TERMINATION AGREEMENT p10-1708exhibit2.htm

EXHIBIT 2

GROUP TERMINATION AGREEMENT

This Group Termination Agreement (this "Agreement") is made as of September 19, 2010, by and among Becker Drapkin Management, L.P.; BC Advisors, LLC; Steven R. Becker; Matthew A. Drapkin; Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P. ("Carlson Capital"); Asgard Investment Corp.; and Clint D. Carlson.

WHEREAS, the undersigned entered into a Group Agreement, dated August 24, 2010 (the "Group Agreement," capitalized terms used and not defined herein shall have the meanings ascribed to them in the Group Agreement) whereby the undersigned may be deemed to have formed a "group" for purposes of Section 13(d)(3) of, and Rule 13d−5(b)(1) promulgated under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to shares of common stock (the "Common Stock") of Hot Topic, Inc., a California corporation (the "Company") and agreed to coordinate their actions; and

WHEREAS, the undersigned wish to terminate their status as a "group" and the Group Agreement as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The parties hereto, on behalf of themselves and their respective affiliates, hereby terminate their status as a "group" for purposes of Section 13(d)(3) of, and Rule 13d−5(b)(1) promulgated under, the Exchange Act, with respect to the Common Stock of the Company as of the date hereof.

2. The parties hereto, on behalf of themselves and their respective affiliates, by execution of this Agreement, hereby waive the requirements of 24 hours written notice set forth in paragraph 7 of the Group Agreement, and pursuant to paragraph 7 of the Group Agreement hereby terminate the Group Agreement as of the date hereof; provided that such termination shall not relieve any party hereto from liability under the Group Agreement incurred prior to such termination; and provided further that the obligations of Carlson Capital under paragraph 8 of the Group Agreement solely with respect to Securities directly held or beneficially owned by any Carlson Party and acquired prior to the execution of this Agreement, shall survive such termination.

3. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

4. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York. If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent. In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

5. Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, their permitted successors and assigns, and their affiliated persons bound under the Group Agreement. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed and delivered this agreement as of the date first written above.

DOUBLE BLACK DIAMOND OFFSHORE LTD.

By:	Carlson Capital, L.P., its investment manager

	By:	Asgard Investment Corp., its general partner

		By:	/s/ Clint D. Carlson
			Name: Clint D. Carlson
			Title: President

BLACK DIAMOND OFFSHORE LTD.

By:	Carlson Capital, L.P., its investment manager

	By:	Asgard Investment Corp., its general partner

		By:	/s/ Clint D. Carlson
			Name: Clint D. Carlson
			Title: President

CARLSON CAPITAL, L.P.

By:	Asgard Investment Corp., its general partner

	By:	/s/ Clint D. Carlson
		Name: Clint D. Carlson
		Title: President

ASGARD INVESTMENT CORP.

By:	/s/ Clint D. Carlson
	Name: Clint D. Carlson
	Title: President

CLINT D. CARLSON

/s/ Clint D. Carlson


BECKER DRAPKIN MANAGEMENT, L.P.

By:	BC Advisors, LLC, its general partner

	By:	/s/ Steven R. Becker
		Name: Steven R. Becker
		Title: Co-managing Member

BC ADVISORS, LLC

By:	/s/ Steven R. Becker
	Name: Steven R. Becker
	Title: Co-managing Member

STEVEN R. BECKER

/s/ Steven R. Becker

MATTHEW A. DRAPKIN

/s/ Matthew A. Drapkin

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