0001104659-09-010476.txt : 20090218 0001104659-09-010476.hdr.sgml : 20090218 20090218160528 ACCESSION NUMBER: 0001104659-09-010476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090211 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090218 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: 09618723 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 a09-5876_18k.htm 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):
February 11, 2009

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

Delaware (State or other jurisdiction of incorporation)	0-22183 (Commission File Number)	95-2988062 (IRS Employer Identification Number)

6001 Oak Canyon, Irvine, California (Address of principal executive offices)		92618 (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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(a) On February 17, 2009, Meade Instruments Corp. (the “Company”) received a Nasdaq Staff Deficiency Letter indicating that the Company presently fails to comply with the audit committee composition requirement for continued listing set forth in Nasdaq Marketplace Rule 4350(d)(2)(A). In accordance with Nasdaq Marketplace Rule 4350(d)(4)(B), the Nasdaq Stock Market, Inc. has provided the Company with a cure period to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or January 31, 2010; or if the next annual shareholders’ meeting is held before July 30, 2009, then the Company must evidence compliance no later than July 30, 2009.

(b) On February 11, 2009, the Company notified the Nasdaq Stock Market, Inc. that it is not presently in compliance with Nasdaq Marketplace Rule 4350(d)(2)(A), which requires that the Company’s Audit Committee be comprised of at least three independent directors, due to one vacancy on the Company’s Audit Committee. The vacancy on the Company’s Audit Committee is due to the resignations of James Chadwick and Harry Casari from their positions as members of the Company’s Board of Directors and as members of the Audit Committee. Timothy McQuay, an existing member of the Company’s Board of Directors, filled one of the vacancies on the Audit Committee.

The Company also notified the Nasdaq Stock Market, Inc. that it will initiate a search for a new, independent director who is appropriately qualified to serve on the Audit Committee of the Company. However, if the Company is unable to identify such a candidate by the end of the cure period, the Company could be delisted from the Nasdaq Stock Market as a result.

On February 18, 2009, the Company issued a press release regarding the Company’s noncompliance with the audit committee composition requirement under Nasdaq Marketplace Rule 4350(d)(2)(A), and the Nasdaq Staff Deficiency Letter received by the Company from the Nasdaq Stock Market, Inc. The press release is filed with this report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)		Exhibits

		The following exhibits are being furnished herewith:

Exhibit No.		Exhibit Title or Description

99.1		Press Release of Meade Instruments Corp. dated February 18, 2009

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: February 18, 2009	MEADE INSTRUMENTS CORP. (Registrant)

	By:	/s/ Paul E. Ross
		Senior Vice President – Finance and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Exhibit Title or Description

99.1		Press Release of Meade Instruments Corp. dated February 18, 2009

EX-99.1 2 a09-5876_1ex99d1.htm EX-99.1

Exhibit 99.1

Meade Instruments Corp.
6001 OAK CANYON, IRVINE, CALIFORNIA 92618-5200 U.S.A.
(949) 451-1450 · FAX: (949) 451-1460 · www.meade.com

Meade Instruments Corp.			The Piacente Group, Inc.
Paul Ross, CFO			Shelley Young
Tel: 949-451-1450			Tel: 212-481-2050
Fax: 949-451-1460			Email: shelley@tpg-ir.com

MEADE INSTRUMENTS ANNOUNCES NONCOMPLIANCE WITH
NASDAQ’S AUDIT COMMITTEE COMPOSITION REQUIREMENTS

IRVINE, Calif. — February 18, 2009 — Meade Instruments Corp. (Nasdaq GM: MEAD), a leading designer and manufacturer of telescopes and other optical products, today announced that on February 11, 2009, the Company notified Nasdaq that, as a result of the resignations of Harry Casari and James Chadwick from the Company’s board of directors and its audit committee, the audit committee is not comprised of at least three independent directors as required by Nasdaq Marketplace Rule 4350(d)(2)(A). Timothy McQuay, an existing director, was appointed to fill one of the vacancies on the Audit Committee.

The Company also received a Nasdaq Staff Deficiency Letter on February 17, 2008 acknowledging that the Company does not currently meet the audit committee composition requirement set forth in Nasdaq Marketplace Rule 4350(d)(2)(A), and that Nasdaq has provided the Company with a cure period to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or January 31, 2010; or if the next annual shareholders’ meeting is held before July 30, 2009, then the Company must evidence compliance no later than July 30, 2009. The Company intends to seek a new director to appoint to its audit committee by the date of its 2009 annual meeting of stockholders. However, if the Company is unable to identify such a candidate by the end of the cure period, the Company could be delisted from the Nasdaq Stock Market as a result.

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. 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 may contain comments and forward-looking statements based on current plans, expectations, events, and financial and industry trends that may affect the Company’s future operating results and financial position. Such statements 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, whether the Company will find a new qualified independent director within the timeframe prescribed by Nasdaq and other risks and uncertainties previously set forth in the Company’s filings with the Securities and Exchange Commission. For additional information, please refer to the Company’s filings with the Securities and Exchange Commission.

###

GRAPHIC 3 g58761mmi001.jpg GRAPHIC begin 644 g58761mmi001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V2BBLV]O? M,,T<W!-U=D@>6,9*J3QG'4]OKT`)I]059C;VT37-P/O(AP$_P!YN@^G M7VKGM<\4Z7HS%-:UT)-_SYV`)?\`$C+?^@URFJ^*]1U]9--\*JUAI<9(>X7B M6?U(/50?7J:Q=.\*L\IBAMVEFP6;N3ZDFNF%"^LG8S5*;2."".E9EU&.0!72L/ M`QE.2.KL_B9X?=@LD&HZ,_\`>C.>'5;0_P#+6W($ MB_4=#^AKQB#1KS599(K*U>=XT+L$'0"LNWGO-)N_M-A<26TR]2IZ^Q'?\:B> M&7V11KO[2/I^SOK;4(!/:RK(F<''53Z$=0?8U/7C7A/QNU]=#!2TU51\R_\` M+.Y4=L?TZCM7K&E:I#JUH)HP4=3MEB)YC;T_P/<5Q2BXO4Z5),NT445)14U" M>2.-(+<@7%PVR,D9V^K?@.?K@=Z\N\L:\Q!^SH;>S!_OY"G\WQ^"UY9X?M2_EAY%$DS?-)(>Y/) M)KIP\+OF?0SG+H;^CA;)`B``&NE\.3K%KD>#_K5*G^=12>"=0B4-;3PSJ1D< M[MY2A-.S$DT:?BWPI]M1[ZP7$X&7C'\?N/ M>N#M_#]WJEW!:6T1WRJ6=F'"#<02?RKU?4]2_LR2.=@6A9FVJAK-%>>[&8`%QO&3DD^@.2:QIU:D8V2N.48MZA;:19>#_"]VUN`72% MGDE/5VQ7SY<,7=G8Y+')KWGQ=]LN/`\D-I#)<7-YM`5%R2"K>"/%S3Q MQZ@QQ+#B*^C7^)?[P'ZC\17)^(?`-SH&E&^N=0MV8,!Y0R,_0GJ:R/">HG3? M$,()Q%<_N9!VYZ'\\4JB4U=%4[QT9]/*RNH92&5AD$="**R/"UV+O0HE/#6Q M,!'LOW?_`!W;17"=1P?Q,O&3P/HEN#C[9.)G&>OREOYM7'VMR$B`SVK=^)KF M3PUX:D!X0;#]?+'^%<7#/P.:]3#+W#BK3M(]3\&>-!;%-.U&0F!CB*5C]SV/ MM7::I?W6G0_:HU$UMU8XSL'KQU%>,^';6\UC4$LK*VBE8\LTB95!ZFO5]5\K M2?#ZV/%S.4VI$%&QCZD$X"_4USUX14U;J;4IN42G?ZS-JD5J8;'?ME#)+&XD MBD'1E)'W202.0*AU;28[+34>U1W:&'[.IQDI&S9;`ZEB/E'UJ#3-633(,W-K M`F\@2265L8X4]BQ^^<\``5MZGJ<>EVGVB56;+!%4<%F/09Z`GH,]ZS=XM)(O M1K4H-XRN4FALXM,$$\@`BMY9`TS#UV+]T>[$5:UK7(]#TI[[5IU#8XC3N?[H M]37*7-^R:W%>+IMKY&_=*#9&.\C]^3\WU7/TIWCK2I-(H@>$'^/O6([&,K(IPR$,#[BIY MF)D(9`C`X*@8Q^%5YO\`5FNEI):&">IZ['XFETM`L9.+@+-P?4`?THK`O(I& M2T"J3LMD4X]:*X&E6P!,NF7/F`?[&3S_WRV?PKS6P5;FX MAA:9(5D8*9'^ZON:]]\5:;%N^V&,-%<+Y%T/4'A2?_0?Q%>!:KILNA:O-I\N M2J',3'^-#T/^>XKLP\[:'-7A?4]QT2]\)>#-,%L-3MO,(S+)N!>0_A_*H9?B M5X8:\2*TAFO)YG"@B+`))P.37A@<"M[P5#]K\6V*$95'\P_@,U3H1LY2=R56 ME=12L>Q>,KF1DL(8(?.E67S4A'1I`,(#[!CD^RFN9U&TUN/3[:.\4RPI;&&] M;=DB0N660?0@'Z$UT6M:W8Z+;OJ=Z^"J[4'%$BK@E2>,\^]8MG MX\\,SGY;K[*6ZK(A4?X5<\262W7A6^MX_F!B+IWZ&DYJH0BT3*33._\` M'FF:'=6QUO3K^V$Q(#QHP/FGV`[UPEI;&]U"WM5&?-D`/T[_`*5$<#FNE\&: M7+-.;_RR[N?)MD[LQ."1_+\ZN7NQ%'WG<]<\):##?Z3)=7"D;YV$?'\(`7^8 M-%=9IEE_9^EVUGD$PQ*K$#[S8Y/XG)HKA9U(FG@BN8)()D#QR*593W!KRWQK MX0-Z@LYF"W466LKINDB]U;^OYUZM5>^L;?4;5K>Y3>`1D0L.6''W3[5Q;LNY MB!M4DD#T%6+;3-2O3BVL9F!_B*[5_,UT&E>"7DN$6^9KB9ONVMN"2?J?\_6H M*]R\#>&1;1Q:G/#Y:(FVTA(QM7' MWR/<=/;GO3O#?@9+813ZG%&!'@Q6:8*)Z;NQ/MT^M=I7+.;D;QC8****S+"B MBB@`K*O/#.EWS-(8/(E;K)`=A/UQP?Q%%%`'!>)0VBR%(9&F`)'[X`_R`KG5 MUJ=I`!!;KDXRJ$'^=%%:(S9W?A_PQ9ZM;BXNY[EN`=BN%7]!G]:ZZPTRQTR, I_&BBH9:+=%%%(84444`?_V3\_ ` end

MEADE INSTRUMENTS ANNOUNCES NONCOMPLIANCE WITH NASDAQ’S AUDIT COMMITTEE COMPOSITION REQUIREMENTS

MEADE INSTRUMENTS ANNOUNCES NONCOMPLIANCE WITH
NASDAQ’S AUDIT COMMITTEE COMPOSITION REQUIREMENTS