Meade Instruments Corp - Current report filing (8-K)
June 16 2008 - 8:11AM
Edgar (US Regulatory)
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):
June 12, 2008
Meade
Instruments Corp.
(Exact name of registrant as specified in its charter)
Delaware
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0-22183
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95-2988062
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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6001 Oak Canyon, Irvine, California
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92618
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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 1.01
Entry into a Material
Definitive Agreement
On June 12, 2008, Meade Instruments Corp. (the Company) and one
of its subsidiaries, Simmons Outdoor Corporation, entered into an agreement and
sold its Simmons brand and associated trademarks, patents and inventory to
Bushnell, Inc., for cash proceeds of $7.25 million.
In connection with this sale, on June 12, 2008, the Company and
certain of its subsidiaries entered into the Fifteenth Amendment to the Amended
and Restated Credit Agreement dated as of October 25, 2002 (the Fifteenth
Amendment) with Bank of America, N.A. (the Lender). The Fifteenth Amendment released the Lenders
lien on the assets divested and reduced the maximum amount available on the
Companys credit facility to $15 million from $20 million.
On June 13, 2008, the Company issued a press release announcing
the divestiture of this asset and entry into the Fifteenth Amendment.
Item 2.01
Completion of
Acquisition or Disposition
See Item 1.01 above.
Item 2.02
Results of Operations
and Financial Condition
On June 16, 2008, Meade Instruments Corporation issued a press
release announcing its operating results for the fiscal year and quarterly
period ended February 29, 2008.
A copy of the above mentioned press releases, the Fifteenth Amendment
and the Asset Purchase Agreement are attached hereto as Exhibits 99.1,
99.2, 10.109 and 10.110, respectively.
Item 9.01
Financial Statements and Exhibits
Exhibit No.
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Exhibit Title or Description
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10.109
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Fifteenth Amendment to Amended and Restated Credit
Agreement dated as of June 12, 2008 by and among Bank of
America, N.A., Meade Instruments Corp., Simmons Outdoor Corporation and
Coronado Instruments, Inc.
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10.110
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Asset Purchase Agreement, dated as of June 12,
2008, by and among Simmons Outdoor Corporation, a Delaware corporation, and
Bushnell, Inc., a Delaware corporation, and Meade Instruments Corp., a
Delaware corporation
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99.1
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Press Release, dated
June 13, 2008, issued by Meade Instruments Corp.
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99.2
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Press Release, dated
June 16, 2008, issued by Meade Instruments Corp.
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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: June 16,
2008
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MEADE
INSTRUMENTS CORP.
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(Registrant)
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By:
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/s/ Paul E. Ross
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Senior Vice
President Finance and
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Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit No.
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Exhibit Title or Description
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10.109
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Fifteenth Amendment to Amended and Restated Credit
Agreement dated as of June 12, 2008 by and among Bank of
America, N.A., Meade Instruments Corp., Simmons Outdoor Corporation and
Coronado Instruments, Inc.
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10.110
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Asset Purchase Agreement, dated as of June 12,
2008, by and among Simmons Outdoor Corporation, a Delaware corporation, and
Bushnell, Inc., a Delaware corporation, and Meade Instruments Corp., a
Delaware corporation
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99.1
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Press Release, dated
June 13, 2008, issued by Meade Instruments Corp.
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99.2
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Press Release, dated
June 16, 2008, issued by Meade Instruments Corp.
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4
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