<PAGE>   1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 HOT TOPIC, INC.
             (Exact name of Registrant as specified in its charter)

                                   ----------

              California                               77-0198182
     (State or other jurisdiction                   (I.R.S. Employer
  of incorporation or organization)              Identification Number)

                              3410 Pomona Boulevard
                            Pomona, California 91768
                                 (909) 869-6373
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                                   ----------

                             NON-PLAN STOCK OPTIONS
                     1996 EQUITY INCENTIVE PLAN, AS AMENDED
               1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AS
                                     AMENDED
                            (Full title of the plan)

                                   ----------

                                 Jay A. Johnson
                             Chief Financial Officer
                                 HOT TOPIC, INC.
                              3410 Pomona Boulevard
                            Pomona, California 91768
                                 (909) 869-6373
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                   Copies to:

                          M. Wainwright Fishburn, Esq.
                               COOLEY GODWARD LLP
                        4365 Executive Drive, Suite 1100
                               San Diego, CA 92121
                                 (619) 550-6000

                                   ----------



<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

==================================================================================================================================
                                                                      PROPOSED MAXIMUM      PROPOSED MAXIMUM 
              TITLE OF EACH CLASS OF                 AMOUNT TO         OFFERING PRICE          AGGREGATE            AMOUNT OF
            SECURITIES TO BE REGISTERED            BE REGISTERED        PER SHARE(1)       OFFERING PRICE(1)      REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                  <C>                    <C>
  Stock Options and Common Stock, no par value        572,688         $20.00-$24.38        $13,299,696.58         $3,945.74 
==================================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457. The price per share and aggregate
      offering price are based upon (a) the actual exercise price for shares
      subject to options granted outside of the 1996 Equity Incentive Plan, as
      amended (the "Equity Plan"); (b) the actual exercise price for shares
      subject to options previously granted under the Registrant's Equity Plan;
      (c) additional shares of Common Stock available for future grant under the
      Equity Plan calculated on the basis of the average of the high and low
      sales price of Registrant's Common Stock on June 25, 1998 as
      reported on the Nasdaq National Market System; (d) the actual exercise
      price for shares subject to options previously granted under the
      Registrant's 1996 Non-Employee Directors' Stock Option Plan, as amended
      (the "Directors' Plan"); and (e) shares issuable under the Directors Plan
      calculated on the basis of the average of the high and low sales price of
      Registrant's Common Stock on June 25, 1998 as reported on the
      Nasdaq National Market System. The following chart shows the calculation
      of the registration fee.

<TABLE>
<CAPTION>

                                                                                    Offering Price       Aggregate
                     Type of Shares                          Number of Shares         Per Share        Offering Price
                     --------------                          ----------------         ---------        --------------

<S>                                                          <C>                    <C>                <C>          
Common Stock issuable pursuant to outstanding options               5,000            $   20.00         $     100,000
issued outside of the Equity Plan

Common Stock issuable pursuant to outstanding options               5,000            $   21.63         $     108,150
issued outside of the Equity Plan

Common Stock issuable pursuant to outstanding options              12,688            $   24.25         $     307,684
issued outside of the Equity Plan

Common Stock issuable pursuant to outstanding                     182,425            $   21.63         $   3,945,852.75
options under the Equity Plan

Common Stock available for grant under the Equity Plan            317,575            $   24.25         $   7,701,193.75


Common Stock available for grant under the Directors'              50,000            $   24.25         $   1,212,500.00
Plan
</TABLE>



<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange act of 1934,
as amended (the "Exchange Act"), are hereby incorporated by reference into this
Registration Statement except as superseded or modified herein: (1) The Contents
of Registrant's Registration Statement on Form S-8 (SEC No. 333-13875) dated
October 10, 1996, pertaining to shares of the Registrant's Common Stock, the
same class of securities being registered pursuant to this Registration
Statement; and (2) Registrant's Annual report on Form 10-K for the year ended
January 31, 1998, Registrant's Quarterly Report on Form 10-Q for the period
ended May 2, 1998 and the description of Registrant's Common Stock, contained in
its Registration Statement on form 8-A dated September 16, 1996, including any
amendment or reports filed for the purpose of updating such description. All
documents filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

           Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The Registrant's Amended and Restated Articles of Incorporation
provide that to the fullest extent permitted by California law, the Registrant's
directors will not be personally liable to the Registrant and its shareholders
for monetary damages for any breach of a 



<PAGE>   4

director's fiduciary duty. The Amended and Restated Articles of Incorporation do
not, however, eliminate the duty of care, and in appropriate circumstances
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under California law. Each director will continue to be
subject to liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for acts or omissions that
the director believes to be contrary to the best interests of the Registrant or
its shareholders, for any transaction from which the director derived an
improper personal benefit, for acts or omissions involving a reckless disregard
for the director's duty to the Registrant or its shareholders when the director
was aware or should have been aware of a risk of serious injury to the
Registrant or its shareholders, for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its shareholders, for improper transactions between
the director and the Registrant and for improper distributions to shareholders
and loans to directors and officers. This provision also does not affect a
director's responsibilities under any other laws, such as the Federal securities
laws or state or Federal environmental laws.

           In addition, the Registrant's Bylaws provide that the Registrant
shall indemnify its directors and may indemnify its officers, employees and
other agents to the fullest extent permitted by California law. The Registrant
is also empowered under its Bylaws to enter into indemnification contracts with
its directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. Pursuant to this provision, the
Registrant has entered into indemnity agreements with each of its directors and
officers. In addition, the Registrant is required, subject to certain
exceptions, to advance all expenses incurred by any director or executive
officer in connection with a completed, pending or threatened action, suit or
proceeding upon receipt of an undertaking by such director or executive officer
to repay all amounts advanced by the Registrant on such person's behalf if it is
ultimately determined that such person is not entitled to be indemnified under
the Bylaws or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.



<PAGE>   5

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>

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

<S>                     <C>
        4.1             Registrant's Amended and Restated Articles of Incorporation. (1)
        4.2             Registrant's Bylaws. (1)
        4.3             Specimen Stock Certificate. (1)
        5.1             Opinion of Cooley Godward LLP.
        23.1            Consent of Ernst & Young LLP.
        23.2            Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
        24.1            Power of Attorney.  Reference is made to page 6.
        99.1            1996 Equity Incentive Plan, as amended (the "Equity Plan").
        99.2            Form of Incentive Stock Option Agreement under the Equity Plan. (1)
        99.3            Form of Nonstatutory Stock Option Agreement under the Equity Plan. (1)
        99.4            1996 Non-Employee Directors' Stock Option Plan, as amended (the "Directors Plan").
        99.5            Form of Nonstatutory Stock Option Agreement under the Directors' Plan. (1)
        99.6            Form of Nonstatutory Stock Option Agreement outside of the Plans.
</TABLE>

----------

           (1)        Filed as an exhibit to Amendment No. 1 to the Registration
                      Statement on Form SB-2 (No. 333-5054-LA), and incorporated
                      herein by reference.



<PAGE>   6

ITEM 9.  UNDERTAKINGS

           The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in the Registration Statement;

                    (2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

                    (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                    (4) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>   7

                                   SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Pomona, State of California, on June 30, 1998.

                                       HOT TOPIC, INC.

                                       By /s/ ORVAL D. MADDEN
                                          --------------------------------------
                                          Orval D. Madden
                                          President, Chief Executive Officer
                                          and Director

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Orval D. Madden and Jay A. Johnson and
each 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 attorney-in-fact and agent, or any of
them, or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

      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/ ROBERT M. JAFFE                             Chairman of the Board                            June 30, 1998
-------------------------------------
   Robert M. Jaffe

/s/ ORVAL D. MADDEN                             President, Chief Executive Officer               June 30, 1998
-------------------------------------           and Director(Principal Executive Officer)
   Orval D. Madden

/s/ JAY A. JOHNSON                              Chief Financial Officer and Assistant            June 30, 1998
-------------------------------------           Secretary (Principal Financial and 
   Jay A. Johnson                               Accounting Officer)                

/s/ EDGAR F. BERNER                             Director                                         June 30, 1998
-------------------------------------
   Edgar F. Berner

/s/ STANLEY E. FOSTER                           Director                                         June 30, 1998
-------------------------------------
   Stanley E. Foster

/s/ CORRADO FEDERICO                            Director                                         June 30, 1998
-------------------------------------
   Corrado Federico

/s/ ANDREW SCHUON                               Director                                         June 30, 1998
-------------------------------------
   Andrew Schuon

/s/ CECE SMITH                                  Director                                         June 30, 1998
-------------------------------------
   Cece Smith
</TABLE>



<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NO.          DESCRIPTION
-----------          -----------

<S>                  <C>                                                                                        <C>
    4.1              Registrant's Amended and Restated Articles of Incorporation.                               *

    4.2              Registrant's Bylaws.                                                                       *

    4.3              Specimen Stock Certificate.                                                                *

    5.1              Opinion of Cooley Godward LLP. 

    23.1             Consent of Ernst & Young LLP.

    23.2             Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

    24.1             Power of Attorney. Reference is made to Page 6. 

    99.1             1996 Equity Incentive Plan, as amended (the "Equity Plan").

    99.2             Form of Incentive Stock Option Agreement under the Equity Plan.                            *

    99.3             Form of Nonstatutory Stock Option Agreement under the Equity Plan.                         *

    99.4             1996 Non-Employee Directors' Stock Option Plan, as amended (the "Directors' Plan").

    99.5             Form of Nonstatutory Stock Option under the Directors' Plan                                *

    99.6             Form of Nonstatutory Stock Option Agreement outside of the Equity Plan.

</TABLE>

----------

*          Filed as an exhibit to Amendment No. 1 to the Registration Statement
           on Form SB-2 (No. 333-5054-LA), and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21164}]
{"company-data": {"conformed-name": "HOT TOPIC INC /CA/", "cik": "0001017712", "assigned-sic": "5990", "irs-number": "770198182", "state-of-incorporation": "CA", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58173", "film-number": "98658383"}, "business-address": {"street1": "3410 POMONA BLVD", "city": "POMONA", "state": "CA", "zip": "91768"}, "mail-address": {"street1": "3410 POMONA BLVD", "city": "POMONA", "state": "CA", "zip": "91768"}}
1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 HOT TOPIC, INC.
             (Exact name of Registrant as specified in its charter)

                                   ----------

              California                               77-0198182
     (State or other jurisdiction                   (I.R.S. Employer
  of incorporation or organization)              Identification Number)

                              3410 Pomona Boulevard
                            Pomona, California 91768
                                 (909) 869-6373
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                                   ----------

                             NON-PLAN STOCK OPTIONS
                     1996 EQUITY INCENTIVE PLAN, AS AMENDED
               1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AS
                                     AMENDED
                            (Full title of the plan)

                                   ----------

                                 Jay A. Johnson
                             Chief Financial Officer
                                 HOT TOPIC, INC.
                              3410 Pomona Boulevard
                            Pomona, California 91768
                                 (909) 869-6373
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                   Copies to:

                          M. Wainwright Fishburn, Esq.
                               COOLEY GODWARD LLP
                        4365 Executive Drive, Suite 1100
                               San Diego, CA 92121
                                 (619) 550-6000

                                   ----------
2

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                      PROPOSED MAXIMUM      PROPOSED MAXIMUM 
              TITLE OF EACH CLASS OF                 AMOUNT TO         OFFERING PRICE          AGGREGATE            AMOUNT OF
            SECURITIES TO BE REGISTERED            BE REGISTERED        PER SHARE(1)       OFFERING PRICE(1)      REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock, no par value        572,688         $20.00-$24.38        $13,299,696.58         $3,945.74 
==================================================================================================================================
(1)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457. The price per share and aggregate
      offering price are based upon (a) the actual exercise price for shares
      subject to options granted outside of the 1996 Equity Incentive Plan, as
      amended (the "Equity Plan"); (b) the actual exercise price for shares
      subject to options previously granted under the Registrant's Equity Plan;
      (c) additional shares of Common Stock available for future grant under the
      Equity Plan calculated on the basis of the average of the high and low
      sales price of Registrant's Common Stock on June 25, 1998 as
      reported on the Nasdaq National Market System; (d) the actual exercise
      price for shares subject to options previously granted under the
      Registrant's 1996 Non-Employee Directors' Stock Option Plan, as amended
      (the "Directors' Plan"); and (e) shares issuable under the Directors Plan
      calculated on the basis of the average of the high and low sales price of
      Registrant's Common Stock on June 25, 1998 as reported on the
      Nasdaq National Market System. The following chart shows the calculation
      of the registration fee.
Offering Price       Aggregate
                     Type of Shares                          Number of Shares         Per Share        Offering Price
                     --------------                          ----------------         ---------        --------------
Common Stock issuable pursuant to outstanding options               5,000            $   20.00         $     100,000
issued outside of the Equity Plan

Common Stock issuable pursuant to outstanding options               5,000            $   21.63         $     108,150
issued outside of the Equity Plan

Common Stock issuable pursuant to outstanding options              12,688            $   24.25         $     307,684
issued outside of the Equity Plan

Common Stock issuable pursuant to outstanding                     182,425            $   21.63         $   3,945,852.75
options under the Equity Plan

Common Stock available for grant under the Equity Plan            317,575            $   24.25         $   7,701,193.75

Common Stock available for grant under the Directors'              50,000            $   24.25         $   1,212,500.00
Plan
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange act of 1934,
as amended (the "Exchange Act"), are hereby incorporated by reference into this
Registration Statement except as superseded or modified herein: (1) The Contents
of Registrant's Registration Statement on Form S-8 (SEC No. 333-13875) dated
October 10, 1996, pertaining to shares of the Registrant's Common Stock, the
same class of securities being registered pursuant to this Registration
Statement; and (2) Registrant's Annual report on Form 10-K for the year ended
January 31, 1998, Registrant's Quarterly Report on Form 10-Q for the period
ended May 2, 1998 and the description of Registrant's Common Stock, contained in
its Registration Statement on form 8-A dated September 16, 1996, including any
amendment or reports filed for the purpose of updating such description. All
documents filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

           Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The Registrant's Amended and Restated Articles of Incorporation
provide that to the fullest extent permitted by California law, the Registrant's
directors will not be personally liable to the Registrant and its shareholders
for monetary damages for any breach of a
4

director's fiduciary duty. The Amended and Restated Articles of Incorporation do
not, however, eliminate the duty of care, and in appropriate circumstances
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under California law. Each director will continue to be
subject to liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for acts or omissions that
the director believes to be contrary to the best interests of the Registrant or
its shareholders, for any transaction from which the director derived an
improper personal benefit, for acts or omissions involving a reckless disregard
for the director's duty to the Registrant or its shareholders when the director
was aware or should have been aware of a risk of serious injury to the
Registrant or its shareholders, for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its shareholders, for improper transactions between
the director and the Registrant and for improper distributions to shareholders
and loans to directors and officers. This provision also does not affect a
director's responsibilities under any other laws, such as the Federal securities
laws or state or Federal environmental laws.

           In addition, the Registrant's Bylaws provide that the Registrant
shall indemnify its directors and may indemnify its officers, employees and
other agents to the fullest extent permitted by California law. The Registrant
is also empowered under its Bylaws to enter into indemnification contracts with
its directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. Pursuant to this provision, the
Registrant has entered into indemnity agreements with each of its directors and
officers. In addition, the Registrant is required, subject to certain
exceptions, to advance all expenses incurred by any director or executive
officer in connection with a completed, pending or threatened action, suit or
proceeding upon receipt of an undertaking by such director or executive officer
to repay all amounts advanced by the Registrant on such person's behalf if it is
ultimately determined that such person is not entitled to be indemnified under
the Bylaws or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.
5

ITEM 8.  EXHIBITS.
Exhibit No.             Description
-----------             -----------
4.1             Registrant's Amended and Restated Articles of Incorporation. (1)
        4.2             Registrant's Bylaws. (1)
        4.3             Specimen Stock Certificate. (1)
        5.1             Opinion of Cooley Godward LLP.
        23.1            Consent of Ernst & Young LLP.
        23.2            Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
        24.1            Power of Attorney.  Reference is made to page 6.
        99.1            1996 Equity Incentive Plan, as amended (the "Equity Plan").
        99.2            Form of Incentive Stock Option Agreement under the Equity Plan. (1)
        99.3            Form of Nonstatutory Stock Option Agreement under the Equity Plan. (1)
        99.4            1996 Non-Employee Directors' Stock Option Plan, as amended (the "Directors Plan").
        99.5            Form of Nonstatutory Stock Option Agreement under the Directors' Plan. (1)
        99.6            Form of Nonstatutory Stock Option Agreement outside of the Plans.
----------

           (1)        Filed as an exhibit to Amendment No. 1 to the Registration
                      Statement on Form SB-2 (No. 333-5054-LA), and incorporated
                      herein by reference.
6

ITEM 9.  UNDERTAKINGS

           The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in the Registration Statement;

                    (2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

                    (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                    (4) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7

                                   SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Pomona, State of California, on June 30, 1998.

                                       HOT TOPIC, INC.

                                       By /s/ ORVAL D. MADDEN
                                          --------------------------------------
                                          Orval D. Madden
                                          President, Chief Executive Officer
                                          and Director

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Orval D. Madden and Jay A. Johnson and
each 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 attorney-in-fact and agent, or any of
them, or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

      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.
Signature                                       Title                                      Date
           ---------                                       -----                                      ----
/s/ ROBERT M. JAFFE                             Chairman of the Board                            June 30, 1998
-------------------------------------
   Robert M. Jaffe

/s/ ORVAL D. MADDEN                             President, Chief Executive Officer               June 30, 1998
-------------------------------------           and Director(Principal Executive Officer)
   Orval D. Madden

/s/ JAY A. JOHNSON                              Chief Financial Officer and Assistant            June 30, 1998
-------------------------------------           Secretary (Principal Financial and 
   Jay A. Johnson                               Accounting Officer)                

/s/ EDGAR F. BERNER                             Director                                         June 30, 1998
-------------------------------------
   Edgar F. Berner

/s/ STANLEY E. FOSTER                           Director                                         June 30, 1998
-------------------------------------
   Stanley E. Foster

/s/ CORRADO FEDERICO                            Director                                         June 30, 1998
-------------------------------------
   Corrado Federico

/s/ ANDREW SCHUON                               Director                                         June 30, 1998
-------------------------------------
   Andrew Schuon

/s/ CECE SMITH                                  Director                                         June 30, 1998
-------------------------------------
   Cece Smith
8

                                  EXHIBIT INDEX
EXHIBIT NO.          DESCRIPTION
-----------          -----------
4.1              Registrant's Amended and Restated Articles of Incorporation.                               *

    4.2              Registrant's Bylaws.                                                                       *

    4.3              Specimen Stock Certificate.                                                                *

    5.1              Opinion of Cooley Godward LLP. 

    23.1             Consent of Ernst & Young LLP.

    23.2             Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

    24.1             Power of Attorney. Reference is made to Page 6. 

    99.1             1996 Equity Incentive Plan, as amended (the "Equity Plan").

    99.2             Form of Incentive Stock Option Agreement under the Equity Plan.                            *

    99.3             Form of Nonstatutory Stock Option Agreement under the Equity Plan.                         *

    99.4             1996 Non-Employee Directors' Stock Option Plan, as amended (the "Directors' Plan").

    99.5             Form of Nonstatutory Stock Option under the Directors' Plan                                *

    99.6             Form of Nonstatutory Stock Option Agreement outside of the Equity Plan.
----------

*          Filed as an exhibit to Amendment No. 1 to the Registration Statement
           on Form SB-2 (No. 333-5054-LA), and incorporated herein by reference.