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): October 16, 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 2.02 Results of Operations and Financial Condition.

On October 17, 2006, Meade Instruments Corp. (the "Company") filed a Form 12b-25 report "Notification of Late Filing" for its second fiscal quarter ended August 31, 2006 with the Securities and Exchange Commission. The Company expects to file its results for the second fiscal quarter when it completes filing of its Form 10-K for fiscal year ended February 28, 2006 and its Form 10-Q for the first fiscal quarter ended May 31, 2006. In addition, on October 18, 2006, the Company issued a press release announcing the filing of the Form 12b-25 and guidance on the Company’s earnings estimates for its second fiscal quarter ended August 31, 2006. The Company reported that it expects net revenue for the second fiscal quarter ended August 31, 2006 to be approximately $19 million with a net loss of approximately $6 million or ($0.31) per share, compared to net revenue of approximately $22 million and a net loss of approximately $1.5 million or ($0.08) per share in the prior year quarter. The Company also note d that it expected its pre-tax loss for the quarter ended August 31, 2006 to be approximately $6 million compared to a pre-tax loss of approximately $2.8 million in the prior year quarter, highlighting the effect on the net loss for the current quarter brought on by the Company’s recent announcement that it would not record net tax benefits against its operating results for the foreseeable future.

A copy of the press release issued by the Company on October 18, 2006 is attached hereto as Exhibit 99.1.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 18, 2006, the Company issued a press release announcing that on October 16, 2006, it received notification that the NASDAQ Listing Qualifications Panel granted the Company’s request for additional time to file its Annual Report on Form 10-K for the fiscal year ended February 28, 2006 and its Quarterly Report on Form 10-Q for the quarter ended May 31, 2006 with the Securities and Exchange Commission. The Panel’s decision requires the Company to make these filings by no later than November 27, 2006. In the event the Company is unable to meet this deadline, there can be no assurance that its securities will continue to be listed on The NASDAQ Global Market.

A copy of the press release issued by the Company on October 18, 2006 is attached hereto as Exhibit 99.1.

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

On October 18, 2006, the Company and Steven Muellner, the Company’s President and Chief Executive Officer, entered into a Performance Share Award Agreement pursuant to which Mr. Muellner may receive a certain number of restricted shares of the Company’s Common Stock upon the satisfaction of certain Personal Objectives. If such Personal Objectives are achieved during the Company’s 2007 fiscal year, Mr. Muellner will be entitled to receive restricted shares with an aggregate market value (i.e., the number of shares awarded multiplied by the closing price of the Company’s Common Stock on the last trading day of the Company’s fiscal year) from a minimum award amount of 0% up to a maximum award amount of 40% of Mr. Muellner’s base salary for the fiscal year pro-rated for the amount of time Mr. Muellner is employed with the Company during the fiscal year. Any restricted shares awarded pursuant to the Performance Share Award Agreement will be subject to a six (6) month r estriction period, after which such restricted shares will be vested and exercisable in full. Any restricted shares to be granted to Mr. Muellner pursuant to the Performance Share Award Agreement shall be granted on June 1, 2007. If there should occur a "Change in Control" of the Company during the term of the Performance Share Award Agreement, regardless of whether or not Mr. Muellner has satisfied any of the Personal Objectives, Mr. Muellner shall be entitled to receive the maximum award amount under the Performance Share Award Agreement. In such case, all awarded restricted shares shall be immediately vested and exercisable in full.

Mr. Muellner’s Personal Objectives are based on certain qualitative and quantitative goals related to the following factors: (i) fiscal 2007 net revenue; (ii) inventory reduction during fiscal 2007; (iii) consolidation of certain operations during fiscal 2007; (iv) resolution of the Company’s Asian riflescope production problems; and (v) Mr. Muellner&#x 2019;s overall performance.

A copy of the Performance Share Award Agreement, dated October 18, 2006, by and between Meade Instruments Corp. and Steven Muellner, excluding exhibits, is attached hereto as Exhibit 10.82.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The exhibits to this Current Report are 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.
October 19, 2006	By:	Brent W. Christensen
		Name: Brent W. Christensen
		Title: Senior Vice President - Finance & CFO

Exhibit Index

Exhibit No.	Description
10.82	Performance Share Award Agreement, dated October 18, 2006, by and between Meade Instruments Corp and Steven Muellner, excluding exhibits.
99.1	Press release dated October 18, 2006.

EX-10.82

Exhibit 10.82

MEADE INSTRUMENTS CORP.
1997 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is entered into by and between MEADE INSTRUMENTS CORP., a Delaware corporation (the “Company”), and Steve Muellner (“Employee”) as of October 18, 2006.

BACKGROUND

WHEREAS, the Company has adopted and the stockholders of the Company have approved the Meade Instruments Corp. 1997 Stock Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Section 5 of the Plan, the Company, upon approval of the Committee, has granted a Performance Share Award (the “Award”) to Employee upon the terms and conditions evidenced hereby, as required by the Plan; and

WHEREAS, the Award has been granted to Employee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to Employee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties agree as follows:

1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

2. Grant of Incentive Award. This Agreement evidences the Company’s grant to Employee, subject to the terms and conditions hereof and of the Plan, of the Award with respect to the 2007 fiscal year (the “Plan Year”). The benefits with respect to the Award will be calculated pursuant to the Plan based upon the achievement of the performance objectives set forth herein during the Plan Year.

3. Performance Objectives. The total Award Employee shall receive pursuant hereto shall be based on Employee satisfying certain personal growth objectives set forth on Exhibit A hereto (the “Personal Objectives”). Upon satisfaction of such Personal Objectives, Employee shall be entitled to receive an Award of restricted shares of the Company’s Common Stock with an aggregate market value (i.e., the number of shares granted multiplied by the closing price of the Company’s Common Stock on the last trading day of the Plan Year) from a minimum award amount of 0% (the “Minimum Award Amount”) up to a maximum award amount of 40% (the “Maximum Award Amount”) of Employee’s base salary for the Plan Year pro-rated for the amount of time Employee was employed with the Company during the Plan Year. The Award amount shall be based on Employee’s level of achievement of the Personal Objectives as determined in the sole discretion of the Compensation Committee of the Board of Directors. Any restricted shares granted pursuant hereto will be subject to a six (6) month restriction period, after which such restricted shares will be vested and exercisable in full. Any restricted shares to be granted to Employee pursuant hereto shall be granted to Employee on June 1, 2007.

4. Restrictions on Transfer. The Award, and any interest thereon or amount payable in respect thereof, is generally nontransferable as provided in the Plan.

5. Conditions; Early Termination; Adjustment; Change in Control. Subject to any employment agreement entered into between Employee and the Company (which shall control) (“Employment Agreement”), the Award is subject to all of the conditions set forth in the Plan. The Award (including, but not limited to the Personal Objectives) is subject to adjustment as contemplated by the Plan. If there should occur a “Change in Control” of the Company (or any successor), as defined in the Plan, Employee, without limitation on any other rights hereunder, and regardless of whether or not Employee has satisfied any of the Personal Objectives shall be entitled to receive no later than one day prior to the effective date of such Change in Control an amount equal to the Maximum Award Amount hereunder (the number of restricted shares granted to Employee pursuant to this Agreement shall be calculated based upon the closing price of the Company’s Common Stock on the day prior to the effective date of the Change in Control and shall be immediately vested and exercisable in full).

6. Continuance of Employment. Notwithstanding any commitment of Employee to remain in the service or employ of the Company (or any affiliate), the Award shall not confer upon Employee any new or different right with respect to the continuation of his or her service or employment by the Company (or any affiliate) or alter or interfere in any way with the right of the Company (or any affiliate) to terminate such service or employment or to change the compensation of Employee or other terms of his or her service or employment, or otherwise affect any of the terms or conditions of any separate written employment agreement, except as expressly provided hereunder.

7. Manner and Timing of Payment; Withholding Tax. Subject to any changes imposed by or allowed under the provisions of the Plan, benefits with respect to the Award shall be paid pursuant to the Plan. Payment shall be made as soon as the Compensation Committee is able to determine and confirm the level of achievement attained by Employee of the Personal Objectives, but in no event shall payment be made later than 105 days after the end of the Plan Year. Employee agrees to pay or provide for payment of all applicable withholding taxes in accordance with the Plan.

8. Construction; Amendment. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California. This Agreement may only be amended in writing by an instrument signed by both parties.

9. Arbitration. As a material inducement to enter into this Agreement, and to the fullest extend allowable by law, Employee and the Company each hereby agree that any “Claims” or “Controversies” (as defined below) arising out of or in respect to this Agreement (or its validity, interpretation or enforcement) that Employee may have against the Company or it officers, directors, employees, or agents, in their capacity as such, or that the Company may have against Employee, shall be resolved solely through final and binding arbitration. Employee and the Company each hereby acknowledge that this agreement to arbitrate means that Employee and the Company are relinquishing his/her/its rights to either a jury trial or court trial for the resolution of any claims that Employee and the Company may have against the other.

“Claims” or “Controversies” arising out of this Agreement mean and include all claims for breach of this Agreement, harassment and/or discrimination (including sexual harassment and harassment or discrimination based on race, color, religion, age, sex, sexual orientation, ancestry, national origin, marital status, military service, pregnancy, physical or mental disability, medical condition or any other protected class or condition), breach of any contract or covenant (express or implied), tort claims, violations of public policy, wrongful termination, whistle-blowing and all other claims relating to this Agreement, except that claims covered by the Workers’ Compensation Act and claims for unemployment benefits are not covered by this agreement to arbitrate.

All Claims or Controversies shall be submitted to a single neutral arbitrator. The arbitration shall take place in Orange County, California, unless otherwise mutually agreed. The arbitrator shall be mutually agreed-upon by Employee and the Company. If Employee and the Company cannot agree upon an arbitrator, the selection process shall be governed by the employment arbitration rules and procedures of the American Arbitration Association (“AAA”). In any such arbitration, the parties may conduct discovery to the same extent as would be permitted in a court of law. The arbitrator shall issue a written decision, and shall have full authority to award all remedies which would be available in court. The Company shall pay the arbitrator’s fees and any AAA administrative expenses. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

This bilateral arbitration agreement is to be construed as broadly as is permissible under relevant law. In connection with any arbitration proceeding commenced hereby, the prevailing party shall be entitled to reimbursement of its reasonable attorney’s fees and costs, including arbitrator fees. This agreement to arbitrate and arbitration procedure is intended to be the exclusive method of resolving all Claims or Controversies as described above between Employee and the Company and judgment upon the award rendered by the arbitrator hereunder may be entered in any court having jurisdiction thereof.

10. General Terms. Subject to any employment agreement or arrangement, the Award and any payment in respect thereof are subject to, and the Company and Employee agree to be bound by, the provisions of the Plan that apply to the Award. Such provisions are incorporated herein by this reference. Employee acknowledges receiving a copy of the Plan and reading and understanding its applicable provisions.

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

MEADE INSTRUMENTS CORP., a Delaware corporation	EMPLOYEE, an individual
/s/ Mark D. Peterson	/s/ Steve Muellner
By Mark D. Peterson	Name Steve Muellner

Title Senior Vice President Address 10314 Woodbridge Street Toluca Lake, California 91602

Exhibits are excluded

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. REPORTS DELAY IN FILING
SEC FORM 10-Q FOR QUARTER ENDED AUGUST 31, 2006
—NASDAQ Extends Deadline for Company to Complete Outstanding SEC Filings to November 27, 2006—

IRVINE, Calif. – October 18, 2006— Meade Instruments Corp. (NASDAQ: MEAD) reported that the Company filed a Form 12b-25 report “Notification of Late Filing” for its second fiscal 2007 quarter ended August 31, 2006 with the Securities and Exchange Commission on October 17, 2006. The Company expects to file its results for the second fiscal 2007 quarter when it files its Form 10-K for fiscal year 2006 and its Form 10-Q for the first fiscal 2007 quarter.

The Company expects net revenue for the fiscal quarter ended August 31, 2006 to be approximately $19 million with a net loss of approximately $6 million or ($0.31) per share, compared to net revenue of approximately $22 million and a net loss of approximately $1.5 million or ($0.08) per share in the prior year quarter. The Company also noted that it expected its pre-tax loss for the quarter ended August 31, 2006 to be approximately $6 million compared to a pre-tax loss of approximately $2.8 million in the prior year quarter, highlighting the effect on the net loss for the current quarter brought on by the Company’s recent announcement that it would not record net tax benefits against its operating results for the foreseeable future.

The Company also announced that on October 16, 2006, it received notification that the NASDAQ Listing Qualifications Panel granted the Company’s request for additional time to file its Annual Report on Form 10-K for the fiscal year ended February 28, 2006 and its Quarterly Report on Form 10-Q for the quarter ended May 31, 2006 with the Securities and Exchange Commission. The Panel’s decision requires the Company to make these filings by no later than November 27, 2006. In the event the Company is unable to meet this deadline, there can be no assurance that its securities will continue to be listed on The NASDAQ Stock Market.

Steve Muellner, President and Chief Executive Officer of Meade Instruments stated, “We are working diligently to get our SEC filings up to date and expect to announce a date to report our financial results in the near future. At the same time, we have taken numerous definitive actions during this current fiscal year to improve our operational performance for future years which have adversely affected our recent financial performance. We look forward to discussing these actions and our plans to return the company to profitability when we report our financial results.”

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 under the Meade®, Simmons® and Bresser® brand names. 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” Statement under the Private Securities Litigation Reform Act of 1995: This news release contains comments and forward-looking statements based on current plans, exceptions, events, and financial and industry trends that may affect the Company’s future operating results and financial position expectations. Such statements, including the Company’s continued listing on The Nasdaq Global Market, the filing of its Form 10-K for the fiscal year ended February 28, 2006, and the filing of its Forms 10-Q for the quarterly periods ended May 31, 2006 and August 31, 2006 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 Company’s ability to satisfy the Nasdaq Global Market’s listing requirements, the timing and outcome of the SEC’s informal inquiry regarding the Company’s stock option grant practices as previously reported, and the Company’s ability to complete and timely file its SEC reports. For additional information, refer to the Company’s filings with the Securities and Exchange Commission, including the Company’s most recently filed Forms 8-K and its quarterly and annual reports on Forms 10-Q and Form 10-K.

Contact:

Meade Instruments Corp.
Brent Christensen, 949-451-1450
Fax: 949-451-1460

Or

The Piacente Group, Inc.
Brandi Piacente/E.E. Wang, 212-481-2050
brandi@tpg-ir.com or ee@tpg-ir.com