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MEAD > SEC Filings for MEAD > Form 8-K on 18-Feb-2009All Recent SEC Filings

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Form 8-K for MEADE INSTRUMENTS CORP


18-Feb-2009

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Stan


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


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