================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) JULY 8, 2004 ----------------- MEADE INSTRUMENTS CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 95-2988062 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION) IDENTIFICATION NO.) 0-22183 (COMMISSION FILE NUMBER) 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) ----------------- ================================================================================ ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On July 8, 2004, a Settlement Agreement was executed, effective May 10, 2004, between Meade Instruments Corp. ("Meade"), on the one hand, and Celestron Acquisition, LLC ("Celestron") and James Feltman ("Feltman"), on the other. A copy of the Settlement Agreement is filed as Exhibit 10.56 (excluding Exhibits thereto) and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. Number Exhibit - ------ ------- 10.56 Settlement Agreement effective May 10, 2004, between Meade Instruments Corp. ("Meade"), on the one hand, and Celestron Acquisition, LLC ("Celestron") and James Feltman ("Feltman"), on the other (excluding Exhibits thereto). 2 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: JULY 12, 2004 MEADE INSTRUMENTS CORP. /S/ MARK D. PETERSON ----------------------------------------- MARK D. PETERSON SENIOR VICE PRESIDENT AND GENERAL COUNSEL 3 INDEX OF EXHIBITS Number Exhibit - ------ ------- 10.56 Settlement Agreement effective May 10, 2004, between Meade Instruments Corp. ("Meade"), on the one hand, and Celestron Acquisition, LLC ("Celestron") and James Feltman ("Feltman"), on the other (excluding Exhibits thereto).