8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2009

Meade Instruments Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-22183	95-2988062
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 Hubble, Irvine, California	92618
(Address of principal executive offices)	(Zip Code)

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

(Former name or former address, if changed since last report.)

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

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))

Item 3.03. Material Modification to Rights of Security Holders.

On August 7, 2009, we filed an amendment to our Certificate of Incorporation establishing a one-for-twenty reverse split of our common stock, effective at 5:00 p.m. Eastern Daylight Time on August 7, 2009. Every twenty shares of (old) common stock which were held as of August 7, 2009, the effective date, were converted into one share of (new) common stock.

No fractional shares of common stock were issued as a result of the reverse stock split. Each holder of common stock who, as a result of the reverse stock split, would otherwise receive a fractional share of common stock will be entitled to receive an equivalent amount of cash in lieu of fractional shares. Such fractional shares will be exchanged at $0.26 per pre-split share.

On August 7, 2009, we issued a Press Release regarding the effectiveness of the reverse stock split. The Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On August 7, 2009, we filed an amendment to our Certificate of Incorporation (i) establishing a one-for-twenty reverse split of our common stock, effective at 5:00 p.m. Eastern Daylight Time on August 7, 2009, and (ii) reducing the number of our authorized shares of common stock to Two Million Five Hundred Thousand (2,500,000).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished herewith:

Exhibit No.		Exhibit Title or Description
	3.5	Certificate of Amendment of Certificate of Incorporation of Meade Instruments Corp.
	99.1	Press Release, dated August 7, 2009, issued by Meade Instruments Corp.

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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: August 12, 2009	MEADE INSTRUMENTS CORP. (Registrant)
	By:	/s/ John Elwood
		Senior Vice President — Finance and
		Administration, Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Exhibit Title or Description
	3.5	Certificate of Amendment of Certificate of Incorporation of Meade Instruments Corp.
	99.1	Press Release, dated August 7, 2009, issued by Meade Instruments Corp.

Exhibit Index

EX-3.5

Exhibit 3.5

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MEADE INSTRUMENTS CORP.,
a Delaware corporation

Meade Instruments Corp., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (this “Corporation”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors (the “Board”) of this Corporation, the Board adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of this Corporation. The resolution setting forth the proposed amendment is as follows:

“RESOLVED, that, subject to stockholder approval in accordance with the Delaware General Corporation Law, the first paragraph of Article IV of the Certificate of Incorporation of this Corporation is amended to read in its entirety as follows:

ARTICLE IV
CAPITAL STOCK

The Corporation is authorized to issue two classes of capital stock, designated respectively “Common Stock” and “Preferred Stock.” The total number of shares of stock which the Corporation shall have authority to issue is Three Million Five Hundred Thousand (3,500,000) shares, consisting of Two Million Five Hundred Thousand (2,500,000) shares of Common Stock, $0.01 par value per share, and One Million (1,000,000) shares of Preferred Stock, $0.01 par value per share. Upon the effectiveness of the Certificate of Amendment of Certificate of Incorporation including this sentence, each twenty (20) shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and changed into one (1) share of Common Stock, par value $0.01 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder who would otherwise be entitled to less than one share of Common Stock shall, upon surrender of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Corporation’s Common Stock as reported

on the NASDAQ Capital Market on the date this Certificate of Amendment to the Certificate of Incorporation of the Corporation is filed with the Secretary of State of the State of Delaware.”

SECOND: That thereafter, pursuant to a resolution of the Board, the Annual Meeting of the Stockholders of this Corporation was duly called and held, upon notice in accordance with Section 222 of the Delaware General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of the above amendment.

THIRD: That the above amendment was duly adopted in accordance with the applicable provisions of Section 222 and 242 of the Delaware General Corporation Law.

FOURTH: That this Certificate of Amendment of Certificate of Incorporation shall be effective at 5:00 p.m., Eastern time, on August 7, 2009.

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its duly authorized officer this 7th day of August, 2009.

MEADE INSTRUMENTS CORP.
By:	/s/ Steven G. Murdock
	Steven G. Murdock
	Chief Executive Officer

EX-99.1

EXHIBIT 99.1

MEADE INSTRUMENTS ANNOUNCES REVERSE STOCK SPLIT

IRVINE, Calif. — August 7, 2009 — Meade Instruments Corp. (Nasdaq CM: MEAD), a leading designer and manufacturer of optical products, including telescopes, binoculars and microscopes, today announced a reverse stock split.

At the 2009 annual shareholder meeting of Meade Instruments Corp., held on August 6, 2009, the shareholders approved a reverse stock split of the company’s common stock at a ratio of one share for twenty shares. The reverse stock split became effective on Friday, August 7, 2009 at 5pm EDT.

As a result, a 5^th character “D” will be temporarily appended to the company’s ticker symbol for 20 trading days. Therefore, the company’s ticker symbol will temporarily be “MEADD” during this 20 day period. The symbol will drop the 5^th character “D” after 20 trading days, at which time it will revert to “MEAD.”

ABOUT MEADE INSTRUMENTS

Meade Instruments is a 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. 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.

Contact:

Meade Instruments Corp.
John A. Elwood
Senior Vice President — Finance & Administration,
Chief Financial Officer

Phone: (949) 451-1450
Fax: (949) 748-1604