8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 20, 2007

_________________

MEADE INSTRUMENTS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)	0-22183 (Commission File Number)	95-2988062 (IRS Employer Identification No.)
6001 Oak Canyon, Irvine, CA (Address of principal executive offices)		92618 (Zip Code)

(949) 451-1450
Registrant’s telephone number, including area code

 
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing in intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
SIGNATURES
INDEX OF EXHIBITS
EXHIBIT 10.85
EXHIBIT 99.1

Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     On February 20, 2007, Meade Instruments Corp. (“Meade” or the “Company”) issued the press release attached as Exhibit 99.1 to this report and hereby incorporated by reference, announcing the employment, effective March 19, 2007, of Paul E. Ross (33) as the Company’s new Senior Vice President — Finance and Chief Financial Officer.

     Prior to joining Meade, Ross was chief financial officer and treasurer of Power-One, Inc., a Nasdaq-listed manufacturer of power supply products, from May 2005 to the present. From April 2001 to May 2005, Mr. Ross held other positions at Power-One, Inc., including, Vice President - - Finance and Corporate Controller, Director — Corporate Finance, and Manager — Financial Planning and Reporting. From December 1998 to April 2001, Mr. Ross was Senior Financial Analyst, External Reporting Group at BP/Atlantic Richfield Company (ARCO) in Los Angeles, CA. From September 1996 to December 1998, Mr. Ross worked with PriceWaterhouseCoopers LLP as an Audit Associate and Senior Audit Associate.

     The employment arrangement between Mr. Ross and the Company will be governed by an employment agreement to be entered into at a later date. Such employment agreement will include the following material terms and conditions, which are set forth in the Offer Letter between Mr. Ross and the Company, a copy of which is included herewith as Exhibit 10.87 to this report.

     The initial base salary for Mr. Ross will be $260,000. He will also be eligible to participate in the Company’s Fiscal Year 2008 bonus pool. The amount of such bonus will be a pro rata portion (based on length of employment during the fiscal year) of between 0% and 50% of his base salary, with the target level equal to 25% of his base salary. Subject to the terms of the Meade 1997 Stock Incentive Plan, and applicable agreements, on his first day of employment, Mr. Ross will also receive (i) options to purchase up to 150,000 shares of Meade common stock with an exercise price equal to the then current market price (the options will become exercisable in four equal installments over a four year period and will remain valid and outstanding for a five year period from the date of grant), and (ii) restricted shares with an aggregate value of $150,000 (the restricted shares will vest, and the restriction will lapse, 25% per year for a four year period).

     Meade has agreed to reimburse Mr. Ross for his actual and reasonable moving expenses in an amount not to exceed $50,000 and to reimburse Mr. Ross for temporary lodging for up to 90 days. Mr. Ross will also be eligible to participate in the Meade Employee Stock Ownership Plan as well as Meade’s group medical plans.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 20, 2007	MEADE INSTRUMENTS CORP.
	/s/ MARK D. PETERSON
	Mark D. Peterson
	Senior Vice President, General Counsel and Secretary

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INDEX OF EXHIBITS

Number	Exhibit
10.87	Offer Letter, accepted as of February 8, 2007, by and between Meade Instruments Corp. and Paul E. Ross.
99.1	Press release dated February 20, 2007.

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EX-10.85

Exhibit 10.87

Meade Instruments Corporation
6001 OAK CANYON, IRVINE, CALIFORNIA 92618-5200 U.S.A.
(949) 451-1450 n FAX: (949) 451-1450 n www.meade.com

January 30, 2007

Paul Ross
[Address]

Dear Paul:

This letter contains Meade Instruments Corporation’s offer of employment for the position of Senior Vice President — Finance and Chief Financial Officer. Such position will have primary responsibility for all financial and accounting functions within the Company (domestic and international). You will report directly to the CEO, with a proposed starting date as soon as mutually convenient for you and the Company but no later than March 19, 2007. The terms of this offer are as follows:

• In this position, your initial annualized base salary will be $260,000. You will also be eligible to participate in the Company’s Fiscal Year 2008 bonus pool. The terms and conditions of this bonus will be subject to a written agreement to be entered into between you and Meade after your commencement of employment. The amount of such bonus shall be a pro rata portion (based on length of employment during the fiscal year) of between 0% and 50% of your base salary, with the target level equal to 25% of your base salary.

• Subject to the terms of the Meade Instruments Corp. 1997 Stock Incentive Plan, and an applicable stock option agreement, on your first day of employment you will receive options to purchase up to 150,000 shares of Meade common stock with an exercise price equal to the then current market price. The stock options will become exercisable in four equal installments over a four year period and will remain valid and outstanding for a five year period from the date of grant. After the commencement of your employment, you and the Company will enter into detailed a Stock Option Agreement to evidence the above-described stock options.

• In addition to the stock options referenced above and subject to the terms of the Meade Instruments Corp. 1997 Stock Incentive Plan, and an applicable restricted stock agreement, on your first day of employment you will receive restricted shares with an aggregate value of $150,000 (the number of restricted shares will be calculated by dividing the $150,000 aggregate value by the then current market price of Meade’s common stock). The restricted shares will vest (and the restriction will lapse) 25% per year for a four year period. After the commencement of your employment, you and the Company will enter into a detailed Restricted Stock Agreement to evidence the above-described grant.

• You will be eligible to participate in the Meade Instruments Corp. Employee Stock Ownership Plan, subject to the terms of such Plan.

• Meade agrees to reimburse your actual and reasonable moving expenses (including, without limitation, airfare, hotel accommodation, transportation of personal property, incidental related expenses, and expenses related to the sale of your existing residence), in an amount not to exceed $50,000 in the aggregate.

• Meade agrees to reimburse you for temporary lodging at the Candlewood Suites (or a similar mid-priced hotel near Meade’s Irvine facility) for up to 90 days.

• You and your eligible dependents will be eligible to join Meade’s group medical plans effective the first of the month following one month of continuous employment (the terms of which will be consistent with other Senior Vice Presidents of Meade), provided an enrollment application is completed and returned to Human Resources within 31 days of eligibility. All Company benefits will be explained in detail in your New Hire Orientation package.

• You will be entitled to three weeks paid vacation each twelve-month period, which shall accrue on a pro rata basis from the date employment commences. The total maximum accrued vacation cannot exceed six weeks.

• You will be required to provide necessary proof of your eligibility and legal authorization to work in the United States as provided under the Immigration Reform and Control Act of 1986.

• You are required to complete and pass a Pre-Employment Drug Screen and Background Screen which is provided and paid for by Meade. The information and authorization forms for your drug screening will be forwarded to you by our Human Resources Department after your acceptance of this offer. If at all possible, please complete your drug screen prior to your first day of employment. The authorization form for your background screen will also be forwarded to you.

The terms and conditions of your employment with Meade will be subject to an Employment Agreement to be executed between you and Meade. Pursuant to the terms and conditions of the Employment Agreement, your initial term of employment will be one year. Such Employment Agreement will include, among other standard terms and conditions, a severance amount in the event of termination without cause or a change in control (as defined therein) equal to the term of employment as set forth above. Please refer to your Employment Agreement for additional clarification and additional provisions.

Please signify your acceptance of the terms of this employment offer by signing the original of this offer letter and returning it to me via fax at (949) 654-2688; retain the copy for your records. This offer will expire if not accepted by 5:00 p.m., February 9, 2007.

This offer is subject to satisfactory completion of your reference and background check as well as the Pre-Employment Drug Screen and work eligibility requirements referenced above. Should you have any questions regarding the details of this offer, please don’t hesitate to call me at (949) 451-1450, extension 238. We look forward to having you join Meade.

Sincerely,

Mark D. Peterson
Senior Vice President, General Counsel and Secretary
Meade Instruments Corp.

cc: Steven L. Muellner
President and CEO

My signature below indicates acceptance of the offer of employment as outlined in this letter.

/s/ Paul Ross

Signature
         Date: February 8, 2007

Paul Ross

Print Name
          Confirmed Start Date: March 19, 2007

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EX-99.1

Exhibit 99.1

Meade Instruments Corporation
6001 OAK CANYON, IRVINE, CALIFORNIA 92618-5200 U.S.A.
(949) 451-1450 n FAX: (949) 451-1460 n www.meade.com

Steve Muellner, CEO
Meade Instruments Corp.
(949) 451-1450 Brandi Piacente/E.E. Wang
The Piacente Group
(212) 481-2050
Email: brandi@tpg-ir.com
ee@tpg-ir.com

Meade Instruments Names Paul E. Ross As
New Chief Financial Officer

IRVINE, Calif. — February 20, 2007 — Meade Instruments Corp. (Nasdaq NM: MEAD), today announced that Paul E. Ross will join the company as its new chief financial officer, effective March 19, 2007, succeeding current CFO Brent W. Christensen.

Prior to joining Meade, Ross, 33, was chief financial officer and treasurer of Power-One, Inc., a Nasdaq-listed manufacturer of power supply products for use in communication, semiconductor, testing, medical, industrial and other electronic instruments. Earlier, Ross served in senior financial positions with ARCO and PriceWaterhouseCoopers.

“Paul’s more than 10 years of financial and management experience, and more recently his experience as CFO of a public company with more than $300 million in annual revenues, makes him a strong addition to the management team,” said Steve Muellner, CEO of Meade.

“On behalf of the board of directors and management, I would also like to extend our thanks to Brent for his more than 13 years of service and dedication to the company. We wish him well in all his future endeavors and look forward to having Brent share his valuable financial expertise as an outside consultant to the company,” said Muellner.

ABOUT MEADE INSTRUMENTS CORP.

Meade Instruments is the leading designer and manufacturer of optical products including telescopes and accessories for the beginning to serious amateur astronomer. Meade offers a complete line of binoculars that

address the needs of everyone from the casual observer to the serious sporting or birding observer under the Meade^® and Bresser^® brand names. Meade also offers a complete line of riflescopes under the Simmons^®, Weaver^® and Redfield^® brand names. The company distributes its products worldwide through a network of specialty retailers, mass merchandisers and domestic and foreign distributors. Additional information on Meade is available at www.meade.com.

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