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MEAD > SEC Filings for MEAD > Form 8-K on 2-Feb-2009All Recent SEC Filings

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Form 8-K for MEADE INSTRUMENTS CORP


2-Feb-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhib


Item 1.01 Entry into a Material Definitive Agreement

Under a Purchase Agreement dated January 27, 2009, by and among Meade Instruments Europe Corp., a California corporation ("MIEC"), Bresser GmbH, a German corporation ("Bresser"), Meade Instruments Corp., a Delaware corporation (the "Company"), Helmut Ebbert, Meade Instruments Europe GmbH & Co. KG ("Meade Europe") and Meade Instruments Verwaltungs GmbH, MIEC, a wholly-owned subsidiary of the Company, sold all of its shares in Meade Europe to Bresser, for gross cash proceeds of approximately €9.4 million, or approximately USD $12.4 million. Mr. Ebbert, a managing director of Meade Europe, is also the managing director of and an investor in Bresser. Meade Europe generally sells Bresser branded optical products in Europe and distributes Meade's optical products in Europe. This distribution relationship will continue after the sale for at least one year.

In conjunction with this sale, the Company also announced that it has completed its formal review of strategic alternatives.

In conjunction with the divestiture, on January 27, 2009, the Company and certain of its subsidiaries entered into the Limited Consent Agreement with Bank of America, N.A. (the "Lender"). The Limited Consent Agreement released the Lender's lien on the assets divested and reduced the amount available on the Company's credit facility.

On January 29, 2009, the Company issued a press release announcing the sale of Meade Europe and entry into the Limited Consent Agreement.



Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information.

See Exhibit 99.2 for certain pro forma financial information assuming the completion of the sale of Meade Europe at the beginning of certain specified fiscal periods.

(d) Exhibits.

Exhibit No.                        Exhibit Title or Description

  10.116      Limited Consent Agreement dated January 27, 2009 by and among Bank of
              America, N.A., Meade Instruments Corp., Simmons Outdoor Corporation and
              Coronado Instruments, Inc.

  10.117      Purchase Agreement dated January 27, 2009 by and among Meade
              Instruments Europe Corp., a California corporation, Bresser GmbH, a
              German corporation, Meade Instruments Corp., a Delaware corporation,
              Helmut Ebbert, Meade Instruments Europe GmbH & Co. KG and Meade
              Instruments Verwaltungs GmbH.

   99.1       Press Release, dated January 29, 2009, issued by Meade Instruments
              Corp.

   99.2       Unaudited Pro Forma Consolidated Financial Information.


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