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): November 28, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Meade Instruments Corp. (the "Company") filed with the Securities and Exchange Commission ("SEC") (i) its previously outstanding Form 10-K for the fiscal year ended February 28, 2006 (the "Fiscal 2006 10-K") on November 28, 2006 and (ii) its previously outstanding Form 10-Q for the fiscal quarter ended May 31, 2006 (the "Fiscal First Quarter 10-Q") on November 29, 2006. The Company’s outstanding Form 10-Q for the fiscal quarter ended August 31, 2006 (the "Fiscal Second Quarter 10-Q") has not yet been filed. The Company expects to make that filing with the SEC as promptly as practicable.

As previously reported, the Company has received Nasdaq Staff Determination letters with respect to the Company’s failure to timely file its Fiscal 2006 Form 10-K, its Fiscal First Quarter 10-Q, and its Fiscal Second Quarter 10-Q. In response to a request from the Company, the Nasdaq Listing Qualifications Panel (the "Panel") gave the Company until November 27, 2006 to file its Fiscal 2006 10-K and its Fiscal First Quarter 10-Q with the SEC.

On November 22, 2006, the Company received a letter from the Nasdaq Office of Appeals and Review (the "November 22, 2006 Nasdaq Letter") informing it that the Nasdaq Listing and Hearing Review Council (the "Nasdaq Council") had called for a review of the Panel’s earlier decision setting the November 27, 2006 filing deadline. In connection with this call for review, Nasdaq advised the Company that the Panel’s determination to delist the Company’s securities is stayed pending further action by the Nasdaq Council. It is the understanding of the Company that the stay will remain in effect until the Nasdaq Council completes its review, which could take several weeks. Pending completion of the Nasdaq Council's review, the Company expects that its securities will continue to trade on the Nasdaq Global Market.

On November 28, 2006, the Company received a letter from Nasdaq informing it that the Panel had determined to delist the Compa ny’s securities from the Nasdaq Stock Market since the Company did not make the requisite filings by November 27, 2006. However, the November 28, 2006 letter advised the Company that while the Panel’s determination would ordinarily result in the suspension of the Company’s shares effective on November 30, 2006, the Panel’s determination to delist the Company’s securities is stayed pending further action by the Nasdaq Council.

As described above, the Company has filed its Fiscal 2006 Form 10-K and its Fiscal First Quarter 10-Q and expects to file its Fiscal Second Quarter 10-Q with the SEC as promptly as practicable. After the Company has filed its Fiscal Second Quarter 10-Q with the SEC, the Company believes it will have remedied its filing deficiency with Nasdaq and expects that Nasdaq will then take action to terminate delisting proceedings. There can, however, be no assurances as to whether Nasdaq will terminate the delisting proceedings or when it will do so .

Item 8.01 Other Events.

The Company filed a press release on November 28, 2006 reporting (i) the receipt of the November 22, 2006 Nasdaq Letter and (ii) the filing of its Fiscal 2006 Form 10-K. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) 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.
November 29, 2006	By:	Brent W. Christensen
		Name: Brent W. Christensen
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated November 28, 2006.

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

Brent W. Christensen, CFO
Meade Instruments Corp.
(949) 451-1450 E.E. Wang/Brandi Piacente
The Piacente Group
(212)481-2050

MEADE INSTRUMENTS FILES
FORM 10-K FOR FISCAL 2006
—NASDAQ Calls for Review of Previous Filing Deadline; Company Expects to File Remaining
Outstanding SEC Filings Shortly—

IRVINE, Calif. – November 28, 2006 – Meade Instruments Corp. (NASDAQ: MEAD) today announced that it has filed its Form 10-K for the fiscal year ended February 28, 2006.

The company also announced that the NASDAQ Listing and Hearing Review Council (“NASDAQ Council”) has called for a review of the Listing Qualifications Panel’s previous decision to allow the Company until November 27, 2006 to complete the filing of its outstanding SEC filings. In connection with this call for review, the NASDAQ Council has determined to stay the decision by the Listing Qualifications Panel that would have resulted in the Company’s securities being de-listed in the event the Company had not filed its outstanding SEC filings by November 27, 2006. It is the understanding of the Company that the stay will remain in effect until the NASDAQ Council completes its review, which could take several weeks. Pending completion of the NASDAQ Council’s review, the Company expects that its securities will continue to trade on the Nasdaq Global Market. Meade expects to complete the filing of its outstanding Form 10-Qs for the fiscal 2007 first and second quarters as promptly as practicable.

FISCAL 2006 FINANCIAL HIGHLIGHTS

• As previously announced, the Company’s revenues for the fiscal year ended February 28, 2006 were $119.8 million, compared with $111.8 million for the prior fiscal year.

• Net loss for fiscal 2006 was $(14.0) million, or $(0.72) per share, compared with net loss of $(1.0) million, or $(0.05) per share for fiscal 2005. The fiscal 2006 net loss includes the effect of a valuation allowance on the Company’s deferred tax assets of approximately $ (0.51) per share.

A copy of the Company’s complete Annual Report on Form 10-K will be available on the Company’s website at www.meade.com or by contacting the Company’s investor relations firm at 212-481-2050. In addition, after Meade completes filing of its Quarterly Reports on Form 10-Q for the fiscal 2007 first and second quarters ending May 31, 2006 and August 31, 2006 respectively, the Company will host a conference call for investors to discuss its results and outlook. Details for the conference call will be provided after the Company completes its remaining filings.

About Meade Instruments
Meade 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 under the Bresser®, Meade® and Simmons® brand names 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” 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 ability to complete and file its outstanding SEC filings as promptly as practicable, and the Company’s ability to satisfy the NASDAQ listing requirements in order to avoid de-listing of the Company’s securities, 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: any delay in the preparation of the Company’s outstanding SEC filings, as well as the other risks and uncertainties previously set forth in the Company’s filings with the Securities and Exchange Commission. The historical results achieved are not necessarily indicative of future prospects of the Company. For additional information, refer to the Company’s filings with the Securities and Exchange Commission.