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):
September 24, 2008

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 Number)
6001 Oak Canyon, Irvine, California		92618
(Address of principal executive offices)		(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 1.01       Entry into a Material Definitive Agreement

On September 24, 2008, Meade Instruments Europe GmbH & Co. KG, a Delaware corporation and wholly-owned subsidiary of Meade Instruments Corp. (“Meade Europe”), entered into a Loan Agreement with VR-Bank Westmunsterland eG (“VR-Bank”). The material terms and conditions of the Loan Agreement include a revolving line of credit of up to €7,500,000 through the end of FY ‘09.  The revolving line of credit bears interest at 8.35% and is variable, depending on certain market conditions as set forth in the Loan Agreement. The interest rate on the Company’s term loan adjusted to Euribor plus 2%.  The revolving line of credit and term loan are collateralized by all of the assets of Meade Europe and are further collateralized by a guarantee by Meade Instruments Corp. An additional condition to the Loan Agreement is a requirement that Meade Europe maintain a minimum capitalization of approximately €5,000,000 and 30% of assets.

A copy of the Loan Agreement Terms (translated from the executed German version) is attached hereto as Exhibit 10.112 to this report.

Item 9.01       Financial Statements and Exhibits

Exhibit No.	Exhibit Title or Description
10.112	Credit Agreement Terms dated as of September 24, 2008 by and among VR-Bank Westmunsterland eG, Meade Instruments Corp., Meade Instruments Europe Corp. and Meade Instruments Europe GmbH & Co. KG

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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: September 26, 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
10.112	Credit Agreement Terms dated as of September 24, 2008 by and among VR-Bank Westmunsterland eG, Meade Instruments Corp., Meade Instruments Europe Corp. and Meade Instruments Europe GmbH & Co. KG

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EX-10.112

Exhibit 10.112

Contract for a seasonal credit as a supplement to the loan agreement no. XXX of 18 August 2006 as well as letter to MEADE Instruments Europe GmbH & Co. KG of 19 March 2008

between

MEADE Instruments Europe GmbH & Co. KG,

Gutenbergstr. 2

46414 Rhede

hereinafter referred to as “Borrower”

and

VR-Bank Westmünsterland eG,

Kupferstraße 28, 48653 Coesfeld

hereinafter referred to as “Bank”

Amount of credit

The Borrower shall receive from the Bank for account no. XXX an additional seasonal credit

of                         € 7,000,000.00

Total amount of credit is thus	€ 7,500,000.00;	thereof
	€    500,000.00;	until further notice
	€ 7,000,000.00;	from 1 October 2008 to 28 February 2009

Intended use

The seasonal credit is for the purpose of financing inventory.

The seasonal credit can be borrowed as an overdraft facility and/or as a loan based on a time deposit and/or as letter of credit.

The Borrower shall pay a commitment fee of 0.25% p.a. for the part of the seasonal credit which is not used.

Overdraft facility

The seasonal credit is made available on the account no. XXX.

The current conditions are:

Interest rate:          8.35% p.a.

The interest rate is variable. In case of a change in the circumstances on the money and capital market the Bank can increase or reduce the interest rate within the framework of § 315 BGB [Civil Code]. The Borrower shall be informed of the changes in the interest rates. The interest is settled monthly.

Time deposit

The interest rate for use of the loan based on a time deposit is oriented to the 3-month EURIBOR rate (Euro Interbank Offered Rate – base lending rate) plus 2.25 % p.a.

The Bank shall inform the Borrower of the respectively applicable interest rate.

The decisive base lending rate is the EURIBOR rate two bank working days before commencement of the interest period.

The interest is respectively due and payable at the end of an interest period.

Letter of credit

The settlement shall be carried out individually per order

Collection of payment

The Borrower hereby authorizes the Bank to debit his current account no. XXX with all payments which are to be made by him.

Term

The seasonal credit is made available from 1 October 2008 to 28 February 2009.

If the loan is taken out on a current account basis this shall apply irrespective of the daily maturity.

Collateralization

All collateral items to which the Bank is entitled collateralise all existing, future and conditional claims of the Bank from the business relationship with the Borrower insofar as not otherwise agreed in an individual case outside of this contract; this shall also apply to collateral items which are not listed here and which are liable based on the General Business Terms. In addition, the Borrower shall furnish the following collateral still to the Bank with separate agreements:

·Declaration of Internal Funds of Meade Instruments Europe Corp. (equity ratio of at least 30% of the balance sheet total and at least € 5,000,000.00)

The further regulations concerning collateralization according to Numbers 13 and 14 of the General Business Terms remain unaffected.

Disclosure of the financial circumstances

The Borrower shall upon request – if applicable also during the year – provide the Bank all information and make all documents available which the Bank requires for examining the income and asset circumstances. To this end the Borrower shall submit to the Bank e.g. its annual accounts, which shall be certified by an auditor, within 6 months after the balance sheet key date, if applicable in a provisional form. The Borrower shall further ensure that the Bank receives the annual accounts of the Meade Instruments Corp. within 6 months after the balance sheet key date. It shall also inform the Bank immediately of any changes of a legal or financial type which are suitable for having an essential influence on his asset or profit circumstances or those of a co-liable party.

Termination for an important reason

The Bank can terminate the credit for an important reason without observing a period of notice. An important reason is e.g. the non-compliance with the duty to disclose the financial circumstances. Incidentally, No. 19 Par. 3 of the General Business Terms of the Bank shall apply.

Miscellaneous

The Bank is entitled to assign the credit claim together with the collateral furnished or still to be furnished for this claim to another bank either in full or in part.

In addition the General Credit Terms and Conditions according to the framework loan agreement of 18 August 2006 as well as the enclosed General Business Terms (GBT) of the Bank shall apply.