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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) October 25, 2002
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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 offices) (Zip Code)
(949) 451-1450
Registrant's telephone number, including area code
6001 Oak Canyon
Irvine, CA 92618
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 25, 2002, Meade Instruments Corp., a Delaware corporation (the
"Company"), and MTSC Holdings Corp., a California corporation and wholly owned
subsidiary of the Company ("Buyer"), acquired from Alliant Techsystems, Inc., a
Delaware corporation ("Seller Parent"), and ATK Commercial Ammunition Company
Inc., a Delaware corporation ("Seller"), all of the issued and outstanding
shares of common stock of Simmons Outdoor Corporation, a Delaware corporation
("Simmons"). Simmons is a distributor and marketer of a broad range of
riflescopes and binoculars under the Simmons(R), Redfield(R) and Weaver(TM)
brand names (the "Business"). Simmons' assets include, but are not limited to:
equipment, 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 trade names and goodwill associated with the
Business. Buyer plans to continue to use Simmons' leased facility and the assets
listed above to conduct the Business.
Under the terms of the Stock Purchase Agreement, dated October 25, 2002 (which
agreement is filed as Exhibit 2.2 to this Form 8-K and incorporated herein by
reference), the purchase price paid by Buyer for all of the outstanding common
stock of Simmons was $16.0 million in cash at the closing plus an additional
payment to be paid after the closing pursuant to a closing net working capital
adjustment currently estimated by the Company at approximately $3.6 million. The
purchase price was determined through arms-length negotiations between Buyer and
Seller.
The Company funded the acquisition through a combination of approximately
$8,100,000 borrowed under the Revolving Loan (described below) together with
gross proceeds of approximately $7,900,000 from the Private Offering (described
below). The amount required for the closing net working capital adjustment to be
paid pursuant to the Stock Purchase Agreement is expected to be funded through a
combination of cash generated from operations and borrowings under the Revolving
Loan.
On October 25, 2002, the Company entered into an Amended and Restated Credit
Agreement by and among Bank of America, N.A., as the Lender, and the Company and
Simmons, as the Borrowers (the "Restated Loan Agreement"). The Restated Loan
Agreement provides the Company with an aggregate $35,645,000 credit facility
consisting of a three-year $34,000,000 revolving credit facility (the "Revolving
Loan") and a three-year $1,645,000 term loan (the "Term Loan"). The Term Loan
will be subject to monthly amortization payments of $35,000 beginning in
November 2002. The Term Loan is also subject to mandatory prepayments upon the
occurrence of certain events. Amounts outstanding under the Revolving Loan will
bear interest, at the Company's option, at a base rate or Eurodollar rate plus
an applicable margin. Amounts outstanding under the Term Loan will bear interest
at a fixed rate of 7.9%. The Borrowers' 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,
including Simmons. The Loan Agreement contains certain financial covenants and
customary affirmative and negative covenants and events of default.
On October 25, 2002, the Company issued 3,291,801 shares of common stock of the
Company at $2.40 per share in a private offering (the "Private Offering"). In
connection with the Private Offering, the Company agreed to file a shelf
registration statement relating to the resale of the common stock on behalf of
the purchasers. The proceeds of the Private Offering were used to fund a portion
of the Simmons acquisition as described above.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
The financial statements required under this Item 7(a) 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 7(b) 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.
2.2 Stock Purchase Agreement, dated as of September 14,
2002, by and among Alliant Techsystems, Inc., a
Delaware corporation, ATK Commercial Ammunition
Company Inc., a Delaware corporation, Meade
Instruments Corp., a Delaware corporation, and MTSC
Holdings Corp., a California corporation and
wholly-owned subsidiary of Meade Instruments Corp.
(excluding Exhibits and Schedules thereto).
2.3 First Amendment to Stock Purchase Agreement, dated as
of October 4, 2002, by and among Alliant Techsystems,
Inc., a Delaware corporation, ATK Commercial
Ammunition Company Inc., a Delaware corporation,
Meade Instruments Corp., a Delaware corporation, and
MTSC Holdings Corp., a California corporation and
wholly-owned subsidiary of Meade Instruments Corp.
2.4 Second Amendment to Stock Purchase Agreement, dated
as of October 24, 2002, by and among Alliant
Techsystems, Inc., a Delaware corporation, ATK
Commercial Ammunition Company Inc., a Delaware
corporation, Meade Instruments Corp., a Delaware
corporation, and MTSC Holdings Corp., a California
corporation and wholly-owned subsidiary of Meade
Instruments Corp.
10.47 Amended and Restated Credit Agreement, dated as of
October 25, 2002, by and among Bank of America, N.A.,
as the Lender, and Meade Instruments Corp. and
Simmons Outdoor Corporation, as the Borrowers
(excluding Exhibits and Schedules thereto).
10.48 Subscription Agreement, dated as of October 22, 2002,
by and among Meade Instruments Corp. and each of the
Purchasers Named on the Signature Page thereof.
10.49 Registration Rights Agreement, dated as of October
22, 2002, by and among Meade Instruments Corp. and
each of the Purchasers Named on the Signature Page
thereof.
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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: November 6, 2002
/S/ MARK D. PETERSON
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Mark D. Peterson
Senior Vice President and General Counsel
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INDEX OF EXHIBITS
Number Exhibit
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2.2 Stock Purchase Agreement, dated as of September 14, 2002, by and
among Alliant Techsystems, Inc., a Delaware corporation, ATK
Commercial Ammunition Company Inc., a Delaware corporation, Meade
Instruments Corp., a Delaware corporation, and MTSC Holdings
Corp., a California corporation and wholly-owned subsidiary of
Meade Instruments Corp. (excluding Exhibits and Schedules
thereto).
2.3 First Amendment to Stock Purchase Agreement, dated as of October
4, 2002, by and among Alliant Techsystems, Inc., a Delaware
corporation, ATK Commercial Ammunition Company Inc., a Delaware
corporation, Meade Instruments Corp., a Delaware corporation, and
MTSC Holdings Corp., a California corporation and wholly-owned
subsidiary of Meade Instruments Corp.
2.4 Second Amendment to Stock Purchase Agreement, dated as of October
24, 2002, by and among Alliant Techsystems, Inc., a Delaware
corporation, ATK Commercial Ammunition Company Inc., a Delaware
corporation, Meade Instruments Corp., a Delaware corporation, and
MTSC Holdings Corp., a California corporation and wholly-owned
subsidiary of Meade Instruments Corp.
10.47 Amended and Restated Credit Agreement, dated as of October 25,
2002, by and among Bank of America, N.A., as the Lender, and Meade
Instruments Corp. and Simmons Outdoor Corporation, as the
Borrowers (excluding Exhibits and Schedules thereto).
10.48 Subscription Agreement, dated as of October 22, 2002, by and among
Meade Instruments Corp. and each of the Purchasers Named on the
Signature Page thereof.
10.49 Registration Rights Agreement, dated as of October 22, 2002, by
and among Meade Instruments Corp. and each of the Purchasers Named
on the Signature Page thereof.
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