-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DHD1+TrHNrw9KdV+Crjq51o4AqGelcsKyALDAJ7iRB91BAFlaqrvvDDkhQ/7qKI6 BmN3Kwk36t5RFFkmvXUOmA== 0001104659-08-072105.txt : 20081120 0001104659-08-072105.hdr.sgml : 20081120 20081120160543 ACCESSION NUMBER: 0001104659-08-072105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081115 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEADE INSTRUMENTS CORP CENTRAL INDEX KEY: 0001032067 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 952988062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22183 FILM NUMBER: 081204014 BUSINESS ADDRESS: STREET 1: 6001 OAK CANYON CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494511450 MAIL ADDRESS: STREET 1: 6001 OAK CANYON CITY: IRVINE STATE: CA ZIP: 92618 8-K 1 a08-28890_18k.htm 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) November 15, 2008

 


 

MEADE INSTRUMENTS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

0-22183

 

95-2988062

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

6001 Oak Canyon
Irvine, California

 

92618-5200

(Address of principal executive offices)

 

(Zip Code)

 

(949) 451-1450

Registrant’s telephone number, including area code

 

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):

 

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

 

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

 

¨               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 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

On November 15, 2008, as approved by the Compensation Committee of the Board of Directors, Meade Instruments Corp. (“Meade” or the “Company”) entered into First Amendments to the Executive Retention Agreements (collectively, the “Agreements,” and each (“Agreement”) dated January 10, 2008 with each of the Company’s two executive officers; specifically, Mr. Steven L. Muellner, the Company’s President and Chief Executive Officer and Mr. Paul E. Ross, the Company’s Senior Vice President – Finance and Chief Financial Officer (collectively, the “Executives,” and each an “Executive”).  The Amendment extends the terms of the Agreements through March 31, 2009.

 

A copy of the First Amendments to the Executive Retention Agreements between the Company and Messrs. Muellner and Ross, are attached hereto as Exhibits 10.114 and 10.115, respectively, and are incorporated herein by reference.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

 

Exhibit Title or Description

 

 

 

10.114

 

First Amendment to the Executive Retention Agreement, dated as of November 15, 2008, by and between the Company and Mr. Steven L. Muellner.

 

 

 

10.115

 

First Amendment to the Executive Retention Agreement, dated as of November 15, 2008, by and between the Company and Mr. Paul E. Ross.

 

2



 

SIGNATURE

 

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: November 20, 2008

MEADE INSTRUMENTS CORP.

 

 

 

 

 

/s/ Paul E. Ross

 

Paul E. Ross,

 

Senior Vice President - Finance and
Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Title or Description

 

 

 

10.114

 

First Amendment to the Executive Retention Agreement, dated as of November 15, 2008, by and between the Company and Mr. Steven L. Muellner.

 

 

 

10.115

 

First Amendment to the Executive Retention Agreement, dated as of November 15, 2008, by and between the Company and Mr. Paul E. Ross.

 

4


EX-10.114 2 a08-28890_1ex10d114.htm EX-10.114

Exhibit 10.114

 

FIRST AMENDMENT TO EXECUTIVE RETENTION AGREEMENT

 

This First Amendment to Executive Retention Agreement (“Amendment”) is entered into as of November 15, 2008, by and between Meade Instruments Corp. (the “Company”) and Steven L. Muellner (“Executive”).

 

WHEREAS, the Company and Executive have entered into that certain Executive Retention Agreement, dated as of January 10, 2008 (“Executive Retention Agreement”); and

 

WHEREAS, the Company and Executive desire to amend the Executive Retention Agreement as set forth below.

 

For good and valuable consideration, the parties agree as follows:

 

Section 1.               All defined terms not otherwise defined herein shall have the meanings set forth in the Executive Retention Agreement.

 

Section 2.               The Termination Date set forth in Section 5 of the Executive Retention Agreement shall be changed to March 31, 2009 and the Term of the Executive Retention Agreement shall be extended until such Termination Date.

 

Section 3.               Unless otherwise specifically set forth herein, all other terms and conditions of the Executive Retention Agreement shall remain as originally set forth therein.

 

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

 

 

MEADE INSTRUMENTS CORP.

 

 

 

 

 

By:

/s/ Paul E. Ross

 

 

 

 

Its:

Senior Vice President – Finance and

 

 

Chief Financial Officer

 

 

 

 

 

 

 

EXECUTIVE

 

 

 

 

 

 

 

 

/s/ Steven L. Muellner

 


EX-10.115 3 a08-28890_1ex10d115.htm EX-10.115

Exhibit 10.115

 

FIRST AMENDMENT TO EXECUTIVE RETENTION AGREEMENT

 

This First Amendment to Executive Retention Agreement (“Amendment”) is entered into as of November 15, 2008, by and between Meade Instruments Corp. (the “Company”) and Paul E. Ross (“Executive”).

 

WHEREAS, the Company and Executive have entered into that certain Executive Retention Agreement, dated as of January 10, 2008 (“Executive Retention Agreement”); and

 

WHEREAS, the Company and Executive desire to amend the Executive Retention Agreement as set forth below.

 

For good and valuable consideration, the parties agree as follows:

 

Section 1.               All defined terms not otherwise defined herein shall have the meanings set forth in the Executive Retention Agreement.

 

Section 2.               The Termination Date set forth in Section 5 of the Executive Retention Agreement shall be changed to March 31, 2009 and the Term of the Executive Retention Agreement shall be extended until such Termination Date.

 

Section 3.               Unless otherwise specifically set forth herein, all other terms and conditions of the Executive Retention Agreement shall remain as originally set forth therein.

 

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

 

 

MEADE INSTRUMENTS CORP.

 

 

 

 

 

 

 

By:

/s/ Steven L. Muellner

 

 

 

 

Its:

President and

 

 

Chief Executive Officer

 

 

 

 

 

 

 

EXECUTIVE

 

 

 

 

 

 

 

 

/s/ Paul E. Ross

 


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