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

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~August 5~~September 12, 2013

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)

27 Hubble, Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(949) 451-1450

(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)~~:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

OnEffective ~~August~~on 5September 13, 2013, Meade Instruments Corp., a Delaware corporation (the “Company”), ~~entered~~completed ~~into~~its ~~Amendment~~previously announced ~~No. 1~~merger ~~(the~~with ~~“Merger~~Sunny ~~Agreement~~Optics ~~Amendment”)~~Merger toSub, ~~the~~Inc. ~~Agreement and Plan of Merger~~ (~~the~~ “Merger ~~Agreement~~Sub”), ~~dated~~a asDelaware ofcorporation ~~July 16, 2013, by~~ and ~~among~~a ~~the~~wholly-owned ~~Company,~~subsidiary of Sunny Optics, Inc., a Delaware corporation (“Parent”)~~, and Sunny Optics Merger Sub, Inc~~., aPursuant ~~Delaware~~to ~~corporation~~the Agreement and aPlan ~~wholly-owned~~of ~~subsidiary~~Merger dated ofJuly 16, ~~Parent~~2013 (the “~~Merger~~Original ~~Sub~~Agreement”), ~~to,~~as ~~among~~amended ~~other~~by ~~things,~~Amendment ~~(i)~~No. 1 ~~increase~~to the Merger ~~Consideration,~~Agreement asdated ~~defined~~August 5, in2013 (the “Amendment to Merger” and collectively with the Original Agreement, ~~from~~the ~~$4.21~~“Merger Agreement”), ~~per~~by ~~share~~and inamong ~~cash~~the Company, ~~without~~Parent ~~interest~~and Merger Sub, toMerger ~~$4.50~~Sub ~~per~~was ~~share~~merged inwith ~~cash,~~and ~~without~~into ~~interest~~the Company on September 13, ~~and~~2013 (iithe “Merger”), ~~increase~~ with the Company ~~Termination~~continuing ~~Fee,~~ as ~~defined~~the insurviving ~~the~~corporation ~~Merger~~and ~~Agreement,~~as ~~from~~a ~~$250,000.00~~wholly-owned subsidiary toof ~~$325,000~~Parent (the “Surviving Corporation”).~~00.~~

~~The~~Pursuant ~~foregoing~~to ~~description~~ the terms of the Merger Agreement, ~~Amendment~~each isissued ~~qualified~~and inoutstanding share ~~its~~of ~~entirety~~the byCompany’s ~~the~~common ~~full~~stock ~~text~~(including each share of ~~such~~restricted ~~agreement~~stock, aeach ~~copy~~ of which ishas ~~filed~~fully asvested, anbut ~~exhibit~~excluding any shares of common stock owned by the Company or its subsidiaries and by any stockholders who have properly exercised and not withdrawn appraisal rights under Delaware law) was automatically cancelled and converted into the right to ~~this~~receive ~~Current~~$4.50 ~~Report~~in oncash, ~~Form~~without ~~8-K~~interest and issubject ~~incorporated~~to ~~herein~~any byrequired ~~reference~~tax withholding.

~~Also~~The onforegoing ~~August~~description ~~5, 2013, the Company entered into Amendment No. 1 (the “Note Amendment”) to (i) the Secured Convertible Note Purchase Agreement, dated as~~ of ~~July 16, 2013, by and between~~ the ~~Company~~Merger and ~~Parent (~~the ~~“Note~~Merger ~~Purchase~~ Agreement~~”),~~ ~~and~~is ~~(ii)~~not ~~the~~complete ~~Secured~~and ~~Convertible~~is ~~Promissory~~qualified ~~Note,~~in ~~issued~~its entirety by ~~the~~reference ~~Company~~ to ~~Parent on July 16, 2013~~ (i) the ~~“Note”),~~Original ~~to,~~Agreement ~~among~~which ~~other~~was ~~things,~~attached ~~add~~as aExhibit ~~new~~2.1 ~~Event~~to ~~of Default for purposes of~~ the ~~Note and any other promissory note issued by the~~ Company’s ~~pursuant~~Current toReport ~~the~~on ~~Note~~Form ~~Purchase~~8-K ~~Agreement~~filed inwith the ~~event~~Securities ~~the~~and ~~Company~~Exchange ~~publicly~~Commission ~~announces a Change of Control Transaction~~ (~~as defined in the Note~~“SEC”) oron ~~enters~~July 16, ~~into~~2013 ~~any~~and ~~agreement~~is ~~with~~incorporated ~~respect~~herein ~~to a Change of Control Transaction with any person or entity other than Parent. The Note Amendment was entered into~~ by ~~the~~this ~~Company~~reference, and ~~Parent in connection with~~ (ii) the ~~Merger Agreement~~ Amendment ~~described~~to ~~above.~~Merger ~~The~~which ~~Note Purchase Agreement~~ was attached as Exhibit 10 2.1 to the Company’s Current Report on Form 8-K filed ~~by the Company~~ with the SEC on ~~July~~August 166, 2013 and is incorporated herein by this reference.

~~The~~Item ~~foregoing~~3.01 ~~description~~Notice of ~~the~~Delisting ~~Note~~or ~~Amendment~~Failure isto ~~qualified~~Satisfy ina ~~its~~Continued ~~entirety~~Listing byRule ~~the~~or ~~full~~Standard; ~~text~~Transfer of ~~such agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference~~Listing.

~~Forward~~The information set forth above under Item 2.01 of this Form 8-~~Looking~~K ~~Statements~~ is incorporated herein by this reference.

~~This~~Following ~~document~~completion ~~contains forward-looking statements within the meaning~~ of ~~Section 21E of~~ the ~~Securities Exchange Act of 1934~~Merger, ~~as amended. One can identify these forward-looking statements by~~ the ~~use~~Company ofnotified the ~~words~~Nasdaq ~~such~~Capital asMarket (“~~expect,~~Nasdaq”) ~~“anticipate,”~~and ~~“plan,”~~requested ~~“may,”~~that ~~“will,” “estimate” or other similar expressions.~~Nasdaq ~~Because~~(i) suspend ~~such~~trading ~~statements~~in ~~apply~~the toCompany’s ~~future~~common ~~events,~~stock ~~they are subject to risks~~ and ~~uncertainties~~(ii) file ~~that~~with ~~could cause~~ the ~~actual~~SEC ~~results~~an toapplication ~~differ~~on ~~materially.~~Form ~~Important~~25 ~~factors, which could cause actual results~~ to ~~differ~~report ~~materially,~~that ~~including, without limitation:~~ the ~~ability~~Company’s tocommon ~~obtain~~stock ~~regulatory~~is ~~approvals~~no oflonger ~~the~~listed ~~acquisition~~ on ~~the~~Nasdaq. ~~proposed~~As ~~terms~~a ~~and~~result, ~~schedule;~~ the ~~failure of the~~ Company’s ~~stockholders~~common tostock ~~approve~~will ~~the~~no longer ~~acquisition;~~be ~~the~~listed ~~risk~~on ~~that~~Nasdaq. ~~the~~The ~~acquisition~~Company ~~may~~also ~~not~~intends beto ~~completed~~file inwith the ~~time frame~~SEC ~~expected~~a bycertification ~~the~~on ~~parties~~Form or15 atunder ~~all;~~ the ~~parties’~~Securities ~~ability~~Exchange toAct ~~satisfy~~of ~~the~~1934, ~~closing~~as ~~conditions~~amended ~~and consummate~~ (the ~~transactions;~~“Exchange ~~and the Company’s ability to maintain existing relationships with customers~~Act”), ~~employees~~requesting ~~or suppliers. Additional factors~~ that ~~may~~its ~~affect~~common ~~future~~stock ~~results~~be ~~are~~deregistered ~~described~~and inthat ~~the~~its reporting ~~Company’s~~obligations ~~reports~~under onSections ~~Form~~13 ~~10-K~~ and ~~Form~~15(d) ~~10-Q~~of ~~filed~~the ~~with~~Exchange ~~the~~Act ~~SEC~~be suspended.

~~All~~Item ~~forward-looking statements speak only as of the date they were made~~3.03 ~~None~~Material ofModification ~~the Company, Parent, Merger Sub, nor any of their affiliates undertakes any obligation~~ to ~~update~~Rights ~~or publicly release any revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date~~ of ~~this~~Security ~~Form 8-K~~Holders.

~~Additional~~The ~~Information~~information set forth under Items 2.01, 3.01 and 5.01 of this Form 8-K is incorporated herein by this reference.

In2 connection with the proposed transaction, the Company will file a proxy statement and other relevant documents concerning the proposed transaction with the SEC. The definitive proxy statement and other materials filed with the SEC will contain important information regarding the Merger, including, among other things, the recommendation of the Company’s board of directors with respect to the Merger. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the proxy statement, as well as other filings containing information about

2Item 5.01 Change in Control of Registrant

~~the~~The ~~Company,~~information ~~free~~set offorth ~~charge,~~above atunder ~~the website maintained by the SEC at www~~Item 2.~~sec.gov.~~01 ~~Copies~~ of ~~the~~this ~~proxy~~Form ~~statement~~8-K ~~and~~is ~~other~~incorporated ~~filings~~herein ~~made~~ by ~~the~~this ~~Company with the SEC can also be obtained, free of charge, by directing a request to Meade Instruments Corp~~reference., ~~27 Hubble, Irvine, CA 92618, Attention: Corporate Secretary.~~

~~Participants~~As ina result of the ~~Solicitation~~Merger, a change of control of the Company occurred, and the Company has become a wholly-owned subsidiary of Parent.

~~The~~Item ~~directors~~5.02 ~~and~~Departure ~~executive officers~~ of ~~the~~Directors ~~Company~~or ~~and~~Certain ~~other~~Officers; ~~persons~~Election ~~may be deemed to be participants in the solicitation~~ of ~~proxies~~Directors; inAppointment ~~respect~~ of ~~the~~Certain ~~proposed~~Officers; ~~transaction.~~Compensatory ~~Information~~Arrangements regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on May 30, 2013. Other information regarding the participants in the proxy solicitation and a description of ~~their~~Certain ~~direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available~~Officers. ~~Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.~~

~~Item~~In ~~9.01~~connection ~~Financial~~with ~~Statements~~the completion of the transactions contemplated by the Merger Agreement, on September 13, 2013, the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Company, and ~~Exhibits~~the directors of the Company immediately prior to the effective time of the Merger are no longer directors of the Company.

~~(d)~~Item ~~Exhibits~~5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ExhibitNo.		Description of Exhibit
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated August 5, 2013, among Sunny Optics, Inc., Sunny Optics Merger Sub, Inc. and Meade Instruments Corp.
10.1		Amendment No. 1 to Secured Convertible Promissory Note and Secured Convertible Note Purchase Agreement, dated as of August 5, 2013, between Sunny Optics, Inc. and Meade Instruments Corp.

At the effective time of the Merger, pursuant to the Certificate of Merger filed with the Secretary of State of Delaware on September 13, 2013, and the Merger Agreement, the certificate of incorporation and bylaws of the Company were restated in their entirety. The amended and restated certificate of incorporation and bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.

3Item 5.07 Submission of Matters to a Vote of Security Holders.

~~SIGNATURES~~A special meeting of stockholders of the Company was held on September 12, 2013. The meeting was held in order to vote upon the following proposals set forth in the Company’s definitive proxy statement, filed with the SEC on August 16, 2013: (i) to consider and vote on a proposal to approve and adopt the Merger Agreement; (ii) to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement; and (iii) to approve on an advisory basis certain compensation. The proposals were approved by the holders of a majority of the Company’s issued and outstanding common stock. Results of the voting were as follows:

~~Pursuant~~Proposal to1: ~~the~~Adoption ~~requirements~~ of the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

		MEADE INSTRUMENTS CORP
For	Against	Abstain	Broker Non-Votes
Date: August 6, 2013		By:	/s/ John A. Elwood
968,561	12,075	621	—
			Name: John A. Elwood
			Title: Chief Financial Officer

4Proposal 2: Adjournment of Special Meeting

~~INDEX~~Because OFthe ~~EXHIBITS~~Merger Agreement was adopted by greater than a majority of the issued and outstanding common stock, it was unnecessary to tally the votes for the second proposal to adjourn the meeting.

ExhibitNo.		Description of Exhibit
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated August 5, 2013, among Sunny Optics, Inc., Sunny Optics Merger Sub, Inc. and Meade Instruments Corp.
10.1		Amendment No. 1 to Secured convertible Promissory Note and Secured Convertible Note Purchase Agreement, dated as of August 5, 2013, between Sunny Optics, Inc. and Meade Instruments Corp.

Proposal 3: Approval on an Advisory Basis of Executive Compensation


For	Against	Abstain	Broker Non-Votes
806,294	169,450	5,646	—

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Exhibit Title or Description

3.1		Certificate of Incorporation of Meade Instruments Corp., as of September 13, 2013

3.2		Bylaws, as of September 13, 2013

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.

INDEX OF EXHIBITS


Exhibit No.		Exhibit Title or Description

3.1		Certificate of Incorporation of Meade Instruments Corp., as of September 13, 2013

3.2		Bylaws, as of September 13, 2013

MEADE INSTRUMENTS CORP

Date: September 13, 2013

/s/ John A. Elwood

Name: John A. Elwood

Title: Chief Financial Officer

Filing Compare · MEADE INSTRUMENTS CORP