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): January 17, 2006

Meade Instruments Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-22183	95-2988062
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6001 Oak Canyon, Irvine, California		92618-5200
_________________________________ (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:

[  ]  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))
[  ]  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.

Meade Instruments Corp. (the "Company") announced today that Steven G. Murdock will retire as President and Chief Executive Officer of the Company upon the naming of his successor. The Company has retained the executive search firm of Korn/Ferry International to conduct a search for Mr. Murdock’s replacement. The Company expects to conclude the search in the next several months. Mr. Murdock intends to continue to serve as a member of the Company’s Board of Directors following his retirement.
In connection with his retirement, the Company expects to pay Mr. Murdock severance benefits comparable to those contained in Section 5(d) of his Employment Agreement with the Company.
A copy of the press release issued by the Company today is attached hereto as Exhibit 99.1.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The Company announced today that Steven G. Murdock will retire as President and Chief Executive Officer of the Company upon the naming of his successor. The Company has retained the executive search firm of Korn/Ferry International to conduct a search for Mr. Murdock’s replacement. The Company expects to conclude the search in the next several months. Mr. Murdock intends to continue to serve as a member of the Company’s Board of Directors following his retirement.

Item 9.01 Financial Statements and Exhibits.

The exhibit to this Current Report is listed in the Exhibit Index set forth elsewhere herein.

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.

	Meade Instruments Corp.
January 20, 2006	By:	Brent W. Christensen
		Name: Brent W. Christensen
		Title: Senior Vice President - Finance and CFO

Exhibit Index

Exhibit No.	Description
99.1	Press release dated January 20, 2006.

EX-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

Harry L. Casari, Chairman
Meade Instruments Corp.
(949) 451-1450 Philip Bourdillon/Gene Heller
Silverman Heller Associates
(310) 208-2550

Steve Murdock to Retire as President and CEO
Of Meade Instruments

IRVINE, Calif. – January 20, 2006 – Harry L. Casari, chairman of the Board of Directors of Meade Instruments Corp. (Nasdaq NM: MEAD), announced that Steven G. Murdock will retire as president and chief executive officer upon the naming of his successor. The company has retained the executive search firm of Korn/Ferry International to conduct a search for Murdock’s replacement. The company expects to conclude the search in the next several months.

Murdock, who will remain on the company’s Board, joined Meade Instruments in 1980 as vice president of optics, was named president and chief operating officer in 1990, and in 2003 was appointed chief executive officer.

“We are grateful to Steve for his quarter century of service to Meade Instruments,” said Casari. “It has been a period in which our product line has expanded enormously while the company has dealt with the challenges of designing and manufacturing some of the most sophisticated consumer optical products ever brought to market. I am delighted that Steve will remain on the Board, where we will continue to have ready access to his experience and knowledge of the telescope and sports-optics markets.”

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®, 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.

Safe Harbor For Forward-Looking Statements
Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and the company intends that such forward looking statements be subject to the safe harbor created thereby. Such statements include the company’s expectation that it will conclude its search for Mr. Murdock’s replacement in the next several months. The company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements. Such factors include, but are not limited to (i) the number and quality of candidates interviewed by the company over the next several months, and (ii) the company’s ability to promptly negotiate satisfactory terms of employment with a proposed new chief executive officer. The company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

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