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):
August 6, 2008

 

Meade Instruments Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-22183

 

95-2988062

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification Number)

 

 

 

 

 

6001 Oak Canyon, Irvine, California

 

92618

(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 (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

 

On August 6, 2008, Meade Instruments Corp. (the “Company”) received a Staff Deficiency Letter from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it fails to comply with Nasdaq’s Marketplace Rule 4450(a)(5) (the “Rule”) because the closing bid price for the Company’s Common Stock, over the last 30 consecutive business days, has closed below the minimum $1.00 per share requirement for continued listing.  In accordance with Marketplace Rule 4450(e)(2), the Company has a period of 180 calendar days, or until February 2, 2009, to regain compliance.  If at any time before February 2, 2009 the bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Rule.  If compliance with the Rule cannot be demonstrated by February 2, 2009, the Company’s Common Stock will be subject to delisting from the Nasdaq Global Market.  The Company issued a press release on August 12, 2008 that disclosed its receipt of this letter from Nasdaq.  A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01       Financial Statements and Exhibits

 

Exhibit No.

 

Exhibit Title or Description

 

 

 

99.1

 

Press Release, dated August 12, 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: August 12, 2008

MEADE INSTRUMENTS CORP.
(Registrant)

 

 

 

 

By:

/s/ Paul E. Ross

 

 

Senior Vice President – Finance and
Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Title or Description

 

 

 

99.1

 

Press Release, dated August 12, 2008, issued by Meade Instruments Corp.

 


Exhibit 99.1

 

 

Meade Instruments Corporation

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 RECEIVES NASDAQ DEFICIENCY NOTICE RELATED TO MINIMUM BID PRICE RULE

 

IRVINE, Calif. – August 12, 2008 – Meade Instruments Corp. (Nasdaq GM: MEAD), a leading designer and manufacturer of optical products, including telescopes, binoculars and microscopes, today announced that on August 6, 2008, the Company received a letter from The Nasdaq Stock Market stating that for the previous 30 consecutive business days, the bid price of the Company’s common stock closed below the minimum $1.00 per share and is no longer in compliance with Marketplace Rule 4450(a)(5) (the “Minimum Bid Price Rule”).  In accordance with Marketplace Rule 4450 (e)(2), the Company will be provided 180 calendar days, or until February 2, 2009, to regain compliance with the Minimum Bid Price Rule.

 

If at any time before February 2, 2009, the bid price of the Company’s stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will notify the Company that it has achieved compliance with the Minimum Bid Price Rule.  If the Company does not regain compliance with the Minimum Bid Price Rule by February 2, 2009, Nasdaq will notify the Company that its common stock will be delisted from The Nasdaq Global Market.

 

In the event that the Company receives notice that its common stock is being delisted from The Nasdaq Global Market, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a Nasdaq Listing Qualifications Panel.  Alternatively, Nasdaq may permit the Company to transfer its common stock to The Nasdaq Capital Market if it satisfies the requirements for initial inclusion set forth in Marketplace Rule 4310(c), except for the bid price requirement.  If its application for transfer is approved, the Company would have an additional 180 calendar days to comply with the Minimum Bid Price Rule in order to remain on The Nasdaq Capital Market.

 

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 contains 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.  For additional information, please refer to the Company’s filings with the Securities and Exchange Commission.

 

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