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UNITED STATES
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) APRIL 18, 2003
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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 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On April 21, 2003, Meade Instruments Corp., a Delaware corporation,
announced that John C. Diebel will resign as the Company's chairman and chief
executive officer effective May 31, 2003. Steven G. Murdock will become chief
executive officer and retain his position as president. Harry L. Casari, a
current member of the board of directors of Meade Instruments Corp., will become
chairman of the board of directors. Mr. Diebel remains a member of the board of
directors.
In connection with Mr. Diebel's resignation, Meade Instruments Corp.
and Mr. Diebel have entered into a Transition Agreement pursuant to which, among
other matters, Mr. Diebel has agreed to serve as a consultant to the Company
until May 31, 2004.
In connection with the Transition Agreement, Meade Instruments Corp.
and Mr. Diebel have entered into a Registration Rights Agreement, pursuant to
which the Company agreed to register for resale by Mr. Diebel, all of Mr.
Diebel's current shares of the Company's common stock.
A copy of the Transition Agreement and Registration Rights Agreement is
filed as Exhibits 10.51 and 10.52, respectively, and are incorporated herein by
this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Number Exhibit
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10.51 Transition Agreement, dated as of April 18, 2003, by and between
Meade Instruments Corp., a Delaware corporation, and John C.
Diebel, an individual (excluding the Exhibit thereto).
10.52 Registration Rights Agreement, dated as of April 18, 2003, by and
between Meade Instruments Corp., a Delaware corporation, and John
C. Diebel, an individual.
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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: APRIL 22, 2003 MEADE INSTRUMENTS CORP.
/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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10.51 Transition Agreement, dated as of April 18, 2003, by and between
Meade Instruments Corp., a Delaware corporation, and John C.
Diebel, an individual (excluding the Exhibit thereto).
10.52 Registration Rights Agreement, dated as of April 18, 2003, by and
between Meade Instruments Corp., a Delaware corporation, and John
C. Diebel, an individual.
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