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):
April 17, 2008

Meade Instruments Corp.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-22183 (Commission File Number)	95-2988062 (IRS Employer Identification Number)
6001 Oak Canyon, Irvine, California (Address of principal executive offices)		92618 (Zip Code)
Registrant’s telephone number, including area code: (949) 451-1450
Not applicable (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 (see General Instruction A.2. below):

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 1.01Entry into a Material Definitive Agreement

On April 17, 2008, a subsidiary of Meade Instruments Corp. (the “Company”) entered into an agreement and sold its Weaver brand and associated inventory to Ammunition Accessories Inc., a subsidiary of Alliant Techsystems Inc., for cash proceeds of $5 million.

On April 18, 2008, the Company and one of its subsidiaries entered into an agreement and sold its Redfield brand to Leupold & Stevens, Inc. for cash proceeds of $3 million.

In connection with these sales, on April 17, 2008, the Company and certain of its subsidiaries entered into the Fourteenth Amendment to the Amended and Restated Credit Agreement dated as of October 25, 2002 (the “Fourteenth Amendment”) with Bank of America, N.A. (the “Lender”).  The Fourteenth Amendment released the Lender’s lien on the assets divested and reduced the maximum amount available on the Company’s credit facility to $20 million from $25 million.

On April 21, 2008, the Company issued a press release announcing the divestiture of these assets and entry into the Fourteenth Amendment.

In addition, on April 17, 2008, the Company entered into a Bonus Agreement with Robert Davis, the Company’s Senior Vice President, Sales, under which Robert Davis would receive a $100,000 bonus (the “Bonus”) if the Company received at least $8 million (the “Target Amount”) from the sales of the Redfield and Weaver brands.  As the Company received the Target Amount from such sales, the Company will pay the Bonus to Mr. Davis.

A copy of the press release, the Fourteenth Amendment and the Bonus Agreement are attached hereto as Exhibits 99.1, 10.103 and 10.104, respectively.

Item 9.01               Financial Statements and Exhibits

Exhibit No.	Exhibit Title or Description
10.103	Fourteenth Amendment to Amended and Restated Credit Agreement dated as of April 17, 2008 by and among Bank of America, N.A., Meade Instruments Corp., Simmons Outdoor Corp. and Coronado Instruments, Inc.
10.104	Bonus Agreement dated as of April 17, 2008 by and between Meade Instruments Corp. and Robert Davis.
99.1	Press Release, dated April 21, 2008, 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: April 22, 2008	MEADE INSTRUMENTS CORP.
	(Registrant)
	By:	/s/ Paul E. Ross
		Senior Vice President – Finance and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit Title or Description
10.103	Fourteenth Amendment to Amended and Restated Credit Agreement dated as of April 17, 2008 by and among Bank of America, N.A., Meade Instruments Corp., Simmons Outdoor Corp. and Coronado Instruments, Inc.
10.104	Bonus Agreement dated as of April 17, 2008 by and between Meade Instruments Corp. and Robert Davis.
99.1	Press Release, dated April 21, 2008, issued by Meade Instruments Corp.

EX-10.103

Exhibit 10.103

FOURTEENTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

AND LIMITED CONSENT

This FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT (this “Amendment”) is dated as of April 17, 2008 (the “Amendment Date”) and entered into by and among BANK OF AMERICA, N.A., as lender (the “Lender”), with offices at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, and MEADE INSTRUMENTS CORP., a Delaware corporation, SIMMONS OUTDOOR CORP., a Delaware corporation, and CORONADO INSTRUMENTS, INC., a California corporation (such entities being referred to hereinafter each individually as a “Borrower” and collectively, the “Borrowers”).

WHEREAS, the Lender and the Borrowers have entered into that certain Amended and Restated Credit Agreement dated as of October 25, 2002 (as amended, restated or modified from time to time, the “Agreement”);

WHEREAS, the Borrowers have informed the Lender that they intend to sell certain trademarks and inventory related to the “Weaver” brands (the “Weaver Transaction”) pursuant to an Asset Purchase Agreement between Simmons Outdoor Corp. and Ammunition Accessories Inc. (the “Weaver Asset Purchase Agreement”).

WHEREAS, the Borrowers have informed the Lender that they also intend to sell certain trademarks and inventory related to the “Redfield” brands (the “Redfield Transaction”, and together with the Weaver Transaction, the “Brand Sales”) pursuant to an Asset Purchase Agreement to be negotiated between Simmons Outdoor Corp. and a buyer to be named (the “Redfield Asset Purchase Agreement”).

WHEREAS, the Borrowers have requested that the Lender consent to the Brand Sales and amend the Agreement in certain respects and the Lender has agreed to such consent and amendments pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

Definitions

Section 1.01.          Definitions. Initially capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Agreement, as amended hereby.

ARTICLE II

Amendments

Section 2.01.          New Definitions. The following definitions are hereby added to Annex A to the Agreement in proper alphabetical order to read in their entirety as follows:

“‘Brand Sales’ has the meaning set forth in the Fourteenth Amendment.”

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“‘Brand Sales Reserve’ means a reserve in the amount at all times equal to the greater of (a) $500,000 or (b) the sum of 10% of the first $5,000,000 of net proceeds from the Brand Sales, plus 5% of the remaining net proceeds of the Brand Sales. As used herein, “net proceeds” means the amount of cash proceeds received (directly or indirectly) by or on behalf of Borrowers in connection with the Brand Sales after deducting therefrom only (i) reasonable fees, commissions, and expenses related thereto and required to be paid by Borrowers to non-Affiliates in connection therewith and (ii) taxes paid or payable to any taxing authorities by Borrowers in connection with the Brand Sales.”i

“‘Fourteenth Amendment’ means that certain Fourteenth Amendment to Amended and Restated Credit Agreement and Limited Consent dated as of April 17, 2008 by and among Lender and Borrowers.”

Section 2.02.          Amendment to the Definition of “Reserves”. The definition of “Reserves” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘Reserves’ means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Eligible Accounts or Eligible Inventory, established by Lender from time to time in Lender’s reasonable credit judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Lender’s credit judgment: (a) Bank Product Reserves; (b) a reserve for accrued, unpaid interest on the Obligations; (c) reserves for rent at leased locations subject to statutory or contractual landlord liens; (d) the Slow Moving Reserve; (e) the Dilution Adjustment Reserve; (f) warehousemen’s or bailees’ charges; (g) the Working Capital Reserve; (h) the Availability Reserve; (i) the EBITDA Reserve; and (j) the Brand Sales Reserve.”

Section 2.03.          Amendment to the Definition of “Maximum Revolver Amount”. The definition of “Maximum Revolver Amount” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘Maximum Revolver Amount’ means $20,000,000.”

Section 2.04.          Amendment to Section 1.1. Section 1.1 of the Agreement is hereby amended and restated to read in its entirety as follows:

“1.1         Total Facility. Subject to all of the terms and conditions of this Agreement, the Lender agrees to make available a total credit facility of up to $20,000,000 (the ‘Total Facility’) to the Borrowers from time to time during the term of this Agreement. The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit described herein.”

ARTICLE III

LIMITED CONSENT

Section 3.01.          Limited Consents. Notwithstanding anything contrary in the Agreement or any other provision set forth in the Loan Documents, and subject to the terms, conditions, and other restrictions set forth herein, the Lender hereby consents to the Brand Sales. This consent is limited to the Brand Sales and is not a consent to any other transaction, whether or not similar to the foregoing. The consent to each of the Brand Sales is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article IV below:

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(i)          With respect to the Weaver Transaction,

(a)           The Borrowers shall have delivered to the Lender an executed original copy of Weaver Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion;

(b)           The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Weaver Transaction;

(c)           No Default or Event of Default shall have occurred and be continuing or result from the consummation of the Weaver Transaction; and

(d)           100% of the cash proceeds of the Weaver Transaction to be received by Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct.

(ii)           With respect to the Redfield Transaction,

(a)           The Borrowers shall have delivered to the Lender an executed original copy of Redfield Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion;

(b)           The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Redfield Transaction;

(c)           No Default or Event of Default shall have occurred and be continuing or result from the consummation of the Redfield Transaction; and

(d)           100% of the cash proceeds of the Redfield Transaction to be received by Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct.

Upon satisfaction of the foregoing conditions with respect to each of the Brand Sales (or concurrently therewith), and upon Borrower’s request, Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of Lender’s Liens on the property to be sold pursuant to the Brand Sales, all at Borrowers’ sole cost and expense.

ARTICLE IV

Conditions Precedent

Section 4.01.          Conditions Precedent. This Amendment shall not be binding upon the Lender until each of the following conditions precedent have been satisfied in form and substance satisfactory to the Lender:

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(i)            The representations and warranties contained herein and in the Agreement, as amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date;

(ii)           The Borrowers shall have delivered to the Lender an executed original copy of this Amendment;

(iii)          The Borrowers shall have delivered to the Lender executed original copies of each of the Consents and Reaffirmations attached to this Amendment;

(iv)          The Borrowers shall have paid to the Lender all fees, costs, and expenses owed to and/or incurred by the Lender in connection with this Amendment;

(v)           No Default or Event of Default shall have occurred and be continuing; and

(vi)          All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Lender in its sole and absolute discretion.

ARTICLE V

Miscellaneous

Section 5.01.          Inventory.  Each Borrower hereby represents and warrants that after the consummation of each of the Weaver Transaction and the Redfield Transaction, no Inventory bearing the brands sold in connection therewith will be held, manufactured or sold by any Borrower.

Section 5.02.          Acknowledgment. Each Borrower hereby represents and warrants that the execution and delivery of this Amendment and compliance by such Borrower with all of the provisions of this Amendment:  (a) are within its powers and purposes; (b) have been duly authorized or approved by such Borrower; and (c) when executed and delivered by or on behalf of such Borrower, will constitute valid and binding obligations of the Borrower, enforceable in accordance with their terms. Each Borrower reaffirms its obligation to pay all amounts due the Lender under the Loan Documents in accordance with the terms thereof, as modified hereby.

Section 5.03.          Loan Documents Unmodified. Except as otherwise specifically modified by this Amendment, all terms and provisions of the Agreement and all other Loan Documents, as modified hereby, shall remain in full force and effect. Nothing contained in this Amendment shall in any way impair the validity or enforceability of the Loan Documents, as modified hereby or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein. Any lien and/or security interest granted to the Lender in the Collateral set forth in the Agreement or any other Loan Document is and shall remain unchanged and in full force and effect and the Agreement and the other Loan Documents shall continue to secure the payment and performance of all of the Obligations thereunder, as modified hereby, and the Borrowers’ obligations hereunder.

Section 5.04.          Parties, Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of each of the Borrowers, the Lender, and their respective successors and assigns.

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Section 5.05.          Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which, when taken together shall constitute one and the same instrument. A facsimile signature shall be deemed effective as an original.

Section 5.06.          Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

Section 5.07.          Expenses of the Lender. The Borrowers agree to pay on demand (a) all reasonable costs and expenses incurred by the Lender in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all subsequent amendments, modifications, and supplements hereto or thereto, including, without limitation, the costs and fees of the Lender’s legal counsel and the allocated cost of staff counsel, and (b) all costs and expenses reasonably incurred by the Lender in connection with the enforcement or preservation of any rights under the Agreement, this Amendment and/or other Loan Documents, including, without limitation, the reasonable costs and fees of the Lender’s legal counsel, the allocated cost of staff counsel, and the costs and fees associated with any environmental due diligence conducted in relation hereto.

Section 5.08.          Total Agreement. This Amendment, the Agreement, and all other Loan Documents shall constitute the entire agreement between the parties relating to the subject matter hereof, and shall rescind all prior agreements and understandings between the parties hereto relating to the subject matter hereof, and shall not be changed or terminated orally.

Section 5.09.          WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE BORROWERS AND THE LENDER IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT, THE AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY LENDER-RELATED PERSON OR PARTICIPANT, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. WITHOUT LIMITING THE APPLICABILITY OF ANY OTHER PROVISION OF THE AGREEMENT, THE TERMS OF SECTION 12.3 OF THE AGREEMENT SHALL APPLY TO THIS AMENDMENT.

Section 5.10.          RELEASE. THE BORROWERS EACH HEREBY REPRESENT AND WARRANT THAT AS OF THE DATE OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO THE BORROWERS’ OBLIGATIONS UNDER THE AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING THIS AMENDMENT. THE BORROWERS WAIVE AND RELEASE ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF THIS AMENDMENT.

THE BORROWERS INTEND THE ABOVE RELEASE TO COVER, ENCOMPASS, RELEASE, AND EXTINGUISH, INTER ALIA, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION THAT MIGHT OTHERWISE BE RESERVED BY THE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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THE BORROWERS ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS, DEMANDS, OR CAUSES OF ACTION, AND AGREE THAT THIS AMENDMENT AND THE ABOVE RELEASE ARE AND WILL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and year first above written.

“BORROWERS”:
MEADE INSTRUMENTS CORP.
By:	/s/ Paul E. Ross
Name:	Paul E. Ross
Title:	Chief Financial Officer
SIMMONS OUTDOOR CORP.
By:	/s/ Paul E. Ross
Name:	Paul E. Ross
Title:	Chief Financial Officer
CORONADO INSTRUMENTS, INC.
By:	/s/ Paul E. Ross
Name:	Paul E. Ross
Title:	Chief Financial Officer
“LENDER”:
BANK OF AMERICA, N.A.
By:	/s/ Robert M. Dalton
Name:	Robert M. Dalton
Title:	Vice President

Signature Page

CONSENTS AND REAFFIRMATIONS

Each of MEADE INSTRUMENTS EUROPE CORP., a California corporation, and MEADE INSTRUMENTS HOLDINGS CORP., a California corporation, hereby acknowledges the execution of, and consents to, the terms and conditions of that Fourteenth Amendment to Amended and Restated Credit Agreement and Limited dated as of April 17, 2008, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (the “Creditor”), and reaffirms its obligations under (a) that certain Continuing Guaranty (the “Guaranty”) dated as of September 24, 2001, made by the undersigned in favor of the Creditor, and (b) that certain Security Agreement (the “Security Agreement”) dated as of September, 2001, by and between the undersigned and the Creditor. Each of the undersigned acknowledges and agrees that each of the Guaranty and the Security Agreement remain in full force and effect and are hereby ratified and confirmed.

Dated as of April 17, 2008.

MEADE INSTRUMENTS EUROPE CORP.,
a California corporation
	By:	/s/ Paul E. Ross
	Name:	Paul E. Ross
	Title:	Chief Financial Officer
MEADE INSTRUMENTS HOLDINGS CORP.,
a California corporation
	By:	/s/ Paul E. Ross
	Name:	Paul E. Ross
	Title:	Chief Financial Officer

CONSENTS AND REAFFIRMATIONS

Each of MTSC HOLDINGS, INC., a California corporation (“MTSC”), MC HOLDINGS, INC., a California corporation (“MC HOLDINGS”), and MEADE CORONADO HOLDINGS CORP., a California corporation (“MCHC”), hereby acknowledges the execution of, and consents to, the terms and conditions of that Fourteenth Amendment to Amended and Restated Credit Agreement and Limited Consent dated as of April 17, 2008, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (“Creditor”), and reaffirms its obligations under that certain Continuing Guaranty (the “Guaranty”) dated as of September 24, 2001 executed in favor of the Creditor and joined by each of the undersigned pursuant to an Instrument of Joinder, dated as of (i) October 25, 2002 with respect to MTSC and MC HOLDINGS, and (ii) December 1, 2004 with respect to MCHC (respectively, the “Instrument”). Each of the undersigned acknowledges and agrees that each of the Guaranty and Instrument remain in full force and effect and are hereby ratified and confirmed.

Dated as of April 17, 2008.

MC HOLDINGS, INC.,
a California corporation
By:	/s/ Paul E. Ross
Name:	Paul E. Ross
Title:	Chief Financial Officer
MC HOLDINGS, INC.,
a California corporation
By:	/s/ Paul E. Ross
Name:	Paul E. Ross
Title:	Chief Financial Officer
MEADE CORONADO HOLDINGS CORP., a California corporation
By:	/s/ Paul E. Ross
Name:	Paul E. Ross
Title:	Chief Financial Officer

EX-10.104

Exhibit 10.104

BONUS AGREEMENT

This Bonus Agreement (this “Agreement”) is entered into effective as of April 17, 2008, by and between Meade Instruments Corp., a California corporation (the “Company”), and Robert Davis (“Executive”).

R E C I T A L S

WHEREAS, the Company desires to sell two of its brands;

WHEREAS, Executive has been instrumental in finding potential buyers of these brands; and

WHEREAS, if the Company is able to sell such brands for a certain purchase price and Executive continues to assist the Company in such effort, the Company desires to compensate Executive on the terms set forth herein.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

Section 1.Definitions.

(a)“Bonus Amount” shall mean One Hundred Thousand Dollars ($100,000).

(b)“Closing Date” shall mean the last to occur of the closing date of a Qualified Redfield Transaction or the closing date of a Qualified Weaver Transaction.

(c)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(d)“Qualified Redfield Transaction” shall mean the sale of Redfield to a third party for at least Three Million Dollars ($3,000,000) in cash.

(e)“Qualified Weaver Transaction” shall mean the sale of Weaver to a third party for at least Five Million Dollars ($5,000,000) in cash.

(f)“Redfield” shall mean the Company’s brand “Redfield” and the trademarks, marketing materials and all other rights and materials of the Company which relate solely to such brand.

(g)“Weaver” shall mean the Company’s brand “Weaver” and the inventory, trademarks, marketing materials and all other rights and materials of the Company which relate solely to such brand.

Section 2.Continuing Employment Requirement.  In order for Executive to receive the Bonus Amount under this Agreement, Executive must be employed by the Company on the Closing Date.

Section 3.Bonus Amount.  Subject to Section 2, upon the occurrence of the Closing Date, Executive shall be entitled to receive the amount equal to the Bonus Amount.

Section 4.Payment of Bonus Amount.  The Bonus Amount shall be paid in a lump sum within five days of the Closing Date.  All taxes and other deductions required by law shall be deducted from the Bonus Amount.

Section 5.Term.  The term of this Agreement shall end on the earliest of the following (“Agreement Termination Date”):

(i)April 25, 2008;

(ii)Redfield is sold in a transaction which does not qualify as a Qualified Redfield Transaction;

(iii)Weaver is sold in a transaction which does not qualify as a Qualified Weaver Transaction; and

(iv)Executive ceases to be employed by the Company for any reason.

If a Closing Date has not occurred on or before the Agreement Termination Date, no payments will be made under this Agreement for any reason.

Section 6.Section 409A.  It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay).  Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date of Executive’s separation from service or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then (A) such payments shall be delayed until the date that is six (6) months after the date of Executive’s separation from service with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”) and (B) such payments shall be increased by an amount equal to the interest on such payments for the Payment Delay Period at a rate equal to the prime rate in effect as of the date the payment was first due (for this purpose, the prime rate will be based on the rate published from time to time in The Wall Street Journal).  Any payments delayed pursuant to this Section 6 shall be made in a lump sum on the first day of the seventh month following Executive’s separation from service, or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any Section 409A Taxes.

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Section 7.No Assignment.  The Bonus Amount payable under this Agreement shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien, or charge, and any attempt to cause the Bonus Amount to be so subjected shall not be recognized, except to the extent required by law.

Section 8.No Employment Rights.  This Agreement is not a contract for employment, shall not confer employment rights upon Executive and shall not modify the terms of any other agreement between the Company and Executive.

Section 9.Severability.  If any provision of this Agreement is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of this Agreement shall continue in full force and effect.

Section 10.Amendment.  This Agreement may not be amended except with the written agreement of both parties.

Section 11.Counterparts.  This Agreement may be signed in counterparts, and all such counterparts taken together shall constitute one and the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

“COMPANY”
MEADE INSTRUMENTS CORP., a California corporation
By:	/s/ Steven L. Muellner
Name:	Steven L. Muellner
Its:	President, CEO
“EXECUTIVE”
/s/ Robert Davis
Robert Davis

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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

Meade Instruments Corp.	The Piacente Group, Inc.
Paul Ross, CFO	Brandi Piacente
Tel: 949-451-1450	Tel: 212-481-2050
Fax: 949-451-1460	Email: brandi@tpg-ir.com

MEADE INSTRUMENTS ANNOUNCES CASH PROCEEDS OF $8 MILLION
WITH THE DIVESTITURE OF

WEAVER® AND REDFIELD® SPORT OPTICS BRANDS

IRVINE, Calif. – April 21, 2008 – Meade Instruments Corp. (Nasdaq NM: MEAD), a leading designer and manufacturer of optical products, including telescopes, riflescopes, binoculars and microscopes, today announced that it has signed and closed separate agreements to divest its Weaver and Redfield brands to two buyers for cash proceeds of approximately $8 million.  The Company plans to continue in the sports optics business with the Simmons® brand of riflescopes, binoculars and other sports optics.

In connection with these asset sales, the Company also entered into the Fourteenth Amendment to its Amended and Restated Credit Agreement with its primary lender, Bank of America, N.A.

Steve Muellner, President and Chief Executive Officer of Meade, commented, “As part of our strategic review of the Company’s operations, we found an opportunity to recognize great value for these two non-core assets. The sale of these assets, which had only been contributing less than 5% of the Company’s top-line revenue, significantly improves the Company’s liquidity and positions us to continue aggressively with a successful turnaround of the Company and with increased focus on our two core brands Meade and Simmons.  The overall strategic review process is continuing, and the Company will release updated information as appropriate.”

TELECONFERENCE

The Company’s management will host a conference call tomorrow, April 22, 2008 at 12:30 p.m. Eastern Time/ 9:30 a.m. Pacific Time to discuss the sales of these assets and answer questions.  There will be a simultaneous webcast of the conference call.

Interested parties may participate in the conference call by dialing 800-366-7640 (international dial-in 303-262-2211). The live webcast of the conference call may be accessed by visiting the Investor Relations section of the Meade website at http://www.meade.com.

A telephonic replay of the conference call will be available through April 30, 2008 by dialing 800-405-2236  (international dial-in 303-590-3000) and entering passcode 11113223#.  The webcast will be archived on the Company’s website for ninety days.

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. Meade also offers a complete line of riflescopes under the Simmons® brand name. 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.

“Safe-Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This news release may contain comments and forward-looking statements based on current plans, expectations, events, and financial and industry trends that may affect the Company’s future operating results and financial position.   Such statements involve risks and uncertainties which cannot be predicted or quantified and which may cause future activities and results of operations to differ materially from those discussed above. Such risks and uncertainties include, without limitation: the sufficiency of the Fourteenth Amendment to meet the Company’s liquidity needs; the Company’s ability to execute on its strategic initiatives and turnaround plans; the sufficiency of $8 million to meet the Company’s liquidity requirements; as well as the other risks and uncertainties previously set forth in the Company’s filings with the Securities and Exchange Commission.  For additional information, please refer to the Company’s filings with the Securities and Exchange Commission.

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