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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) SEPTEMBER 1, 1999
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MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-22183 95-2988062
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
6001 OAK CANYON, IRVINE, CA 92618
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
(949) 451-1450
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
6001 OAK CANYON
IRVINE, CA 92620
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 1, 1999, Meade Instruments Corp., a Delaware corporation (the
"Company"), and Meade Instruments Europe Corp., a California corporation and
wholly owned subsidiary of the Company ("Sub," and together with the Company,
collectively, "Buyer"), acquired from Rudolf Bresser, an individual ("Bresser"),
all of the issued and outstanding equity interests (the "Interests") of Bresser
Optik GmbH & Co. KG, a limited partnership registered under HRA 1008 with the
Commercial Registry kept at the Local Court in Borken, Germany ("GmbH & Co."),
and all of the issued and outstanding shares (the "Shares") of Bresser Optik
Geschaftsfuhrung und Verwaltungs GmbH, a limited liability company registered
under HRB 541 with the Commercial Registry kept at the Local Court in Borken,
Germany ("GmbH," and together with GmbH & Co., collectively, "Optik").
Optik is in the business of developing and distributing consumer optics
products, including, without limitation, telescopes, binoculars, microscopes and
other optical equipment (the "Business"). Optik's assets include, but are not
limited to: equipment, office/warehouse facility, inventory of saleable goods,
rights and interests arising under or in connection with certain contracts,
prepaid expenses and deposits, sales data and intangible property including the
goodwill associated with the Business. Buyer plans to continue to use Optik's
assets to conduct the Business.
Under the terms of the Interest Purchase Agreement, dated July 15-16, 1999
(which agreement is filed as Exhibit 2.1 to this Form 8-K and incorporated
herein by reference), the purchase price paid by Buyer for the Shares and the
Interests was $5.0 million in cash and approximately $2.0 million in the
Company's common stock, $0.01 par value per share (the "Common Stock"). The
number of shares of Common Stock issued was 100,915; this number was determined
by using the average closing price reported on the Nasdaq National Market for
the Common Stock for the 20 trading day period ending on August 31, 1999. The
purchase price was determined through arms-length negotiations between Buyer and
Bresser.
On August 31, 1999, the Company became party to a loan agreement (the "Loan
Agreement"), by and among the Company, the lenders named therein and Bank of
America, N.A., as Administrative Agent for itself and for the other lenders (the
"Agent").
The Loan Agreement provides the Company with an aggregate $40.0 million credit
facility consisting of a five year $35.0 million revolving credit facility (the
"Revolving Loan") and a five year $5.0 million term loan (the "Term Loan"). The
Term Loan will be subject to quarterly amortization payments of $250,000
beginning September 30, 2000. The Term Loan is also subject to mandatory
prepayments upon the happening of certain events. Amounts outstanding under the
Revolving Loan and Term Loan will bear interest, at the Company's option, at a
base rate or eurodollar rate plus an applicable margin. The Company's
obligations under the Loan Agreement are guarantied by each of the Company's
domestic subsidiaries and are secured by substantially all of the assets of the
Company and its domestic subsidiaries. The Loan Agreement contains certain
financial covenants and customary affirmative and negative covenants and events
of default.
On August 31, 1999, the Company borrowed $5.0 million under the Term Loan to
purchase the Interests and the Shares of GmbH & Co. and GmbH, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
The financial statements required under this Item will be filed by the
Company pursuant to an amendment to this Form 8-K not later than 60 days after
the date that this initial report on Form 8-K must be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required under this Item will be
filed by the Company pursuant to an amendment to this Form 8-K not later than 60
days after the date that this initial report on Form 8-K must be filed.
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(c) EXHIBITS.
Exhibit 2.1 Interest Purchase Agreement, dated as of July 15-16,
1999, by and among GmbH & Co., GmbH, Bresser, the
Company and Sub (excluding Exhibits and Schedules
thereto).
Exhibit 10.41 Loan Agreement, dated as of August 31, 1999, by and
among the Company, the lenders named therein and the
Agent (excluding Exhibits and Schedules thereto).
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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: September 15, 1999
/s/ JOHN C. DIEBEL
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John C. Diebel
Chairman of the Board
and Chief Executive Officer
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INDEX OF EXHIBITS
Number Exhibit
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2.1 Interest Purchase Agreement, dated as of July 15-16, 1999, by and among
GmbH & Co., GmbH, Bresser, the Company and Sub (excluding Exhibits and
Schedules thereto).
10.41 Loan Agreement, dated as of August 31, 1999, by and among the Company,
the lenders named therein and the Agent (excluding Exhibits and
Schedules thereto).
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