##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended August 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-22183
 
 MEADE INSTRUMENTS CORP.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    95-2988062
(I.R.S. Employer
Identification No.)27 Hubble, Irvine, CA
    
    92618(Address of principal executive offices)
    
    (Zip Code)
 (949) 451-1450
(Registrants telephone number, including area code)
 þ o
 o o
  Non-accelerated filer o
    
    Large Accelerated filer o
    
    Accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ




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##### 



MEADE INSTRUMENTS CORP.
REPORT ON FORM 10-Q FOR THE QUARTER ENDED
AUGUST 31, 2009
 TABLE OF CONTENTS
 Page No.PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets (Unaudited)  August 31, 2009 and February 28, 2009
    
    
    2Consolidated Statements of Operations (Unaudited)  Three and Six Months Ended August 31,
2009 and 2008
    
    
    3Consolidated Statements of Stockholders Equity (Unaudited)
    
    
    4Consolidated Statements of Cash Flows (Unaudited)  Six Months Ended August 31, 2009 and 2008
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosure abut Market Risk
    
    
    24Item 4T. Controls and Procedures
    
    
    24PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of matters to a vote of security holders
    
    
    25Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    27Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



ITEM 1. FINANCIAL STATEMENTS
 MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share data)
 (Unaudited)
 August 31,
    
    
    February 28,2009
    
    
    2009ASSETSCurrent assets:Cash
    
    $
    2,118
    
    
    $
    5,890Restricted cash
    
    
    300
    
    
    
    700Accounts receivable, less allowance for
doubtful accounts of $475 at August 31,
2009 and $529 at February 28, 2009
    
    
    6,033
    
    
    
    2,488Inventories, net
    
    
    8,701
    
    
    
    8,895Prepaid expenses and other current assets
    
    
    388
    
    
    
    553Total current assets
    
    
    17,540
    
    
    
    18,526Property and equipment, net
    
    
    667
    
    
    
    665Acquisition-related intangible assets, net
    
    
    1,132
    
    
    
    1,217Other assets, net
    
    
    183
    
    
    
    158$
    19,522
    
    
    $
    20,566LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,751
    
    
    $
    1,702Accrued liabilities
    
    
    2,812
    
    
    
    2,630Accrued lease termination fee
    
    
    300
    
    
    
    700Total current liabilities
    
    
    5,863
    
    
    
    5,032Deferred rent
    
    
    8
    
    
    
    Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; 2,500
shares authorized; 1,167 shares issued
and outstanding at August 31, 2009 and
February 28, 2009
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    51,855
    
    
    
    51,538Deferred stock compensation
    
    
    
    
    
    
    (75
    )Retained deficit
    
    
    (38,216
    )
    
    
    (35,941
    )Total stockholders equity
    
    
    13,651
    
    
    
    15,534$
    19,522
    
    
    $
    20,566
   2




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, expect per share data)
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedAugust 31,
    
    
    August 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    7,597
    
    
    $
    7,632
    
    
    $
    11,830
    
    
    $
    14,797Cost of sales
    
    
    6,300
    
    
    
    6,629
    
    
    
    9,420
    
    
    
    12,904Gross profit
    
    
    1,297
    
    
    
    1,003
    
    
    
    2,410
    
    
    
    1,893Selling
    
    
    707
    
    
    
    1,091
    
    
    
    1,324
    
    
    
    2,260General and administrative
    
    
    1,570
    
    
    
    2,805
    
    
    
    2,994
    
    
    
    5,217Research and development
    
    
    150
    
    
    
    576
    
    
    
    407
    
    
    
    860ESOP contribution expense
    
    
    
    
    
    
    139
    
    
    
    
    
    
    
    179Gain on brand sales
    
    
    
    
    
    
    (796
    )
    
    
    
    
    
    
    (5,264
    )Operating loss
    
    
    (1,130
    )
    
    
    (2,812
    )
    
    
    (2,315
    )
    
    
    (1,359
    )Interest (income) expense, net
    
    
    (21
    )
    
    
    30
    
    
    
    (27
    )
    
    
    118Loss before income taxes
    
    
    (1,109
    )
    
    
    (2,842
    )
    
    
    (2,288
    )
    
    
    (1,477
    )Income tax benefit
    
    
    
    
    
    
    (782
    )
    
    
    (13
    )
    
    
    (965
    )Loss from continuing operations
    
    
    (1,109
    )
    
    
    (2,060
    )
    
    
    (2,275
    )
    
    
    (512
    )Income from discontinued operations,
net of tax
    
    
    
    
    
    
    42
    
    
    
    
    
    
    
    251Net loss
    
    $
    (1,109
    )
    
    $
    (2,018
    )
    
    $
    (2,275
    )
    
    $
    (261
    )Loss from continuing operations per
sharebasic and diluted
    
    $
    (0.95
    )
    
    $
    (1.76
    )
    
    $
    (1.95
    )
    
    $
    (0.44
    )Income from discontinued operations,
net of tax per sharebasic and
diluted
    
    $
    
    
    
    $
    0.04
    
    
    $
    
    
    
    $
    0.22Net loss per sharebasic and diluted
    
    $
    (0.95
    )
    
    $
    (1.73
    )
    
    $
    (1.95
    )
    
    $
    (0.22
    )Weighted average common shares
outstandingbasic and diluted
    
    
    1,167
    
    
    
    1,168
    
    
    
    1,168
    
    
    
    1,168
   3




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands, Shares and US Dollars)
 (Unaudited)
 Additional
    
    
    DeferredCommon Stock
    
    
    Paid-In
    
    
    Stock
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Deficit
    
    
    Total(In thousands, Shares and US Dollars)BALANCE AT FEBRUARY 28, 2009(as previously reported)
    
    
    23,334
    
    
    $
    233
    
    
    $
    51,317
    
    
    $
    (75
    )
    
    $
    (35,941
    )
    
    $
    15,534Retroactive adjustment for Reverse Stock Split
(20:1) on August 7, 2009
    
    
    (22,167
    )
    
    
    (221
    )
    
    
    221
    
    
    
    
    
    
    
    
    
    
    
    BALANCE AT FEBRUARY 28, 2009(as adjusted)
    
    
    1,167
    
    
    
    12
    
    
    
    51,538
    
    
    
    (75
    )
    
    
    (35,941
    )
    
    
    15,534Forfeiture of restricted stock
    
    
    
    
    
    
    
    
    
    
    (75
    )
    
    
    75
    
    
    
    
    
    
    
    Share based compensation
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    
    
    
    
    
    
    
    
    392Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,275
    )
    
    
    (2,275
    )BALANCE AT AUGUST 31, 2009
    
    
    1,167
    
    
    $
    12
    
    
    $
    51,855
    
    
    $
    
    
    
    $
    (38,216
    )
    
    $
    13,651
   4




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Six Months EndedAugust 31,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (2,275
    )
    
    $
    (261
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    251Loss from continuing operations
    
    
    (2,275
    )
    
    
    (512
    )Adjustments to reconcile loss from
continuing operations to net cash used in
operating activities:Gain on brand sales
    
    
    
    
    
    
    (5,264
    )Depreciation and amortization
    
    
    269
    
    
    
    506ESOP contribution
    
    
    
    
    
    
    179Allowance for doubtful accounts
    
    
    (54
    )
    
    
    47Deferred income taxes
    
    
    
    
    
    
    793Stock-based compensation
    
    
    392
    
    
    
    281Deferred rent amortization
    
    
    8
    
    
    
    117Gain on sale of fixed assets
    
    
    (3
    )
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    (3,490
    )
    
    
    608Inventories
    
    
    190
    
    
    
    (592
    )Prepaid expenses and other current assets
    
    
    165
    
    
    
    (87
    )Accounts payable
    
    
    1,449
    
    
    
    (2,427
    )Accrued lease termination fee
    
    
    (400
    )
    
    
    Accrued liabilities
    
    
    (381
    )
    
    
    (1,567
    )Net cash used in operating activities
    
    
    (4,130
    )
    
    
    (7,918
    )Cash flows from investing activities:Proceeds from brand sales
    
    
    
    
    
    
    15,250Capital expenditures
    
    
    (45
    )
    
    
    (75
    )Reduction in restricted cash
    
    
    400
    
    
    
    Proceeds from sale of fixed assets
    
    
    3
    
    
    
    Net cash provided by investing activities
    
    
    358
    
    
    
    15,175Cash flows from financing activities:Net payments under bank lines of credit
    
    
    
    
    
    
    (5,877
    )Net cash used in financing activities
    
    
    
    
    
    
    (5,877
    )Cash flows from discontinued operations
    
    
    
    
    
    
    (1,625
    )Net decrease in cash
    
    
    (3,772
    )
    
    
    (245
    )Cash at beginning of period
    
    
    5,890
    
    
    
    970Cash at end of period
    
    $
    2,118
    
    
    $
    725
   5




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MEADE INSTRUMENTS CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 A. The Consolidated Financial Statements Have Been Prepared by the Company and are Unaudited.
  Accounting for the Impairment or
Disposal of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
   B. Liquidity
     6




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
   August 31,
    
    
    February 28,2009
    
    
    2009(In thousands)Current Ratio:Current assets
    
    $
    17,540
    
    
    $
    18,526Current liabilities
    
    $
    5,863
    
    
    $
    5,032Current ratio
    
    
    2.99
    
    
    
    3.68Quick Ratio:Current assets
    
    $
    17,540
    
    
    $
    18,526Inventories, net
    
    $
    (8,701
    )
    
    $
    (8,895
    )Quick assets
    
    $
    8,839
    
    
    $
    9,631Current liabilities
    
    $
    5,863
    
    
    $
    5,032Quick ratio
    
    
    1.51
    
    
    
    1.91
    C. Discontinued Operations
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  7




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
  Three Months
    
    
    Six MonthsEnded
    
    
    EndedAugust 31, 2008
    
    
    August 31, 2008(In thousands)Net sales
    
    $
    4,930
    
    
    $
    9,737Cost of sales
    
    
    3,346
    
    
    
    6,476Gross profit
    
    
    1,584
    
    
    
    3,261Operating expenses
    
    
    1,438
    
    
    
    2,804Operating income from discontinued operations
    
    
    146
    
    
    
    457Gain on brand sales
    
    
    
    
    
    
    (164
    )Interest expense, net
    
    
    (1
    )
    
    
    (2
    )Income from discontinued operations before
income taxes
    
    
    147
    
    
    
    623Provision for income taxes
    
    
    105
    
    
    
    372Income from discontinued operations, net of tax
    
    $
    42
    
    
    $
    251
 D. Gain on Brand Sales
   Accounting for the Impairment or Disposal of Long-Lived Assets
 E. Restructuring Costs
  EmployeeTermination
    
    
    FacilityBenefits
    
    
    Closure
    
    
    TotalAccrued restructuring costs at February 28, 2009
    
    $
    0.3
    
    
    $
    0.7
    
    
    $
    1.0Payments
    
    
    (0.3
    )
    
    
    (0.4
    )
    
    
    (0.7
    )Accrued restructuring costs at August 31, 2009
    
    $
    
    
    
    $
    0.3
    
    
    $
    0.3
    8




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 F. Stock Based Compensation
 Share-Based Payment
   2009
    
    
    2008Expected life (1)
    
    
    5.5
    
    
    
    3.8Expected volatility (2)
    
    
    107
    %
    
    
    72
    %Risk-free interest rate (3)
    
    
    2.6
    %
    
    
    2.9
    %Expected dividends
    
    None
    
    
    None
 
 (1)
    
    The option term is expressed in years and was determined using the simplified method for
estimating expected option life.(2)
    
    The stock volatility for each grant is measured using the weighted average of historical
daily price changes of the Companys common stock over the most recent period equal to the
expected option life of the grant, adjusted for activity which is not expected to occur in the
future.(3)
    
    The risk-free interest rate for periods equal to the expected term of the share option is
based on the U.S. Treasury yield curve in effect at the time of grant.    9




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 G. Composition of Certain Balance Sheet Accounts
  August 31,
    
    
    February 28,2009
    
    
    2009(In thousands)Due from factor
    
    $
    3,098
    
    
    $
    Accounts receivables, other
    
    
    2,935
    
    
    
    2,488$
    6,033
    
    
    $
    2,488
    August 31,
    
    
    February 28,2009
    
    
    2009(In thousands)Raw materials
    
    $
    4,379
    
    
    $
    4,824Work-in-process
    
    
    1,443
    
    
    
    2,399Finished goods
    
    
    2,879
    
    
    
    1,672$
    8,701
    
    
    $
    8,895
  Amortization
    
    
    August 31, 2009
    
    
    February 28, 2009Periods
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Trademarks
    
    
    715
    
    
    $
    424
    
    
    $
    (272
    )
    
    $
    424
    
    
    $
    (254
    )Completed
technologies
    
    
    12
    
    
    
    1,620
    
    
    
    (640
    )
    
    
    1,620
    
    
    
    (573
    )Total
    
    
    
    
    
    $
    2,044
    
    
    $
    (912
    )
    
    $
    2,044
    
    
    $
    (827
    )
  10




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
  AmortizingIntangible Assets(In thousands)Balance, net, February 28, 2009
    
    $
    1,217Amortization
    
    
    (85
    )Balance, net, August 31, 2009
    
    $
    1,132
  Fiscal Year
    
    Amounts(In thousands)2010 (remaining six months)
    
    $
    852011
    
    
    1712012
    
    
    1712013
    
    
    1712014
    
    
    162Thereafter
    
    
    372Total
    
    $
    1,132
  August 31,
    
    
    February 28,2009
    
    
    2009(In thousands)Molds and dies
    
    $
    7,317
    
    
    $
    7,020Machinery and equipment
    
    
    4,762
    
    
    
    4,873Furniture and fixtures
    
    
    256
    
    
    
    357Autos and trucks
    
    
    199
    
    
    
    199Leasehold improvements
    
    
    139
    
    
    
    13812,673
    
    
    
    12,587Less accumulated depreciation and amortization
    
    
    (12,006
    )
    
    
    (11,922
    )$
    667
    
    
    $
    665
 H. Commitments and Contingencies
  I. Reverse Stock Split and Income (Loss) Per Share
   11




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
   August 31,
    
    
    February 28,2009
    
    
    2009(In thousands)Stock options outstanding
    
    
    78
    
    
    
    71Restricted shares outstanding
    
    
    
    
    
    
    2
  Three Months Ended
    
    
    Six Months EndedAugust 31,
    
    
    August 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Basic weighted
average number of
shares
    
    
    1,167
    
    
    
    1,168
    
    
    
    1,168
    
    
    
    1,168Dilutive potential
shares of common
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted
average number of
shares outstanding
    
    
    1,167
    
    
    
    1,168
    
    
    
    1,168
    
    
    
    1,168Number of options
excluded from the
calculation of
weighted average
shares because the
exercise prices
were greater than
the average market
price of the
Companys common
stock
    
    
    67
    
    
    
    92
    
    
    
    75
    
    
    
    99Potential shares of
common stock
excluded from the
calculation of
weighted average
shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   12




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 J. Product Warranties
  Three Months Ended
    
    
    Six Months EndedAugust 31,
    
    
    August 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Beginning balance
    
    $
    901
    
    
    $
    1,219
    
    
    $
    985
    
    
    $
    859Warranty accrual
    
    
    44
    
    
    
    (25
    )
    
    
    (8
    )
    
    
    386Labor and material usage
    
    
    (81
    )
    
    
    (31
    )
    
    
    (113
    )
    
    
    (82
    )Ending balance
    
    $
    864
    
    
    $
    1,163
    
    
    $
    864
    
    
    $
    1,163
 K. Employee Stock Ownership Plan (ESOP)
  L. Income Taxes
  Accounting for Income Taxes
    M. Recent Accounting Pronouncements
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement No.
162
  13




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 Subsequent Events
 1.
    
    The period after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements
 2.
    
    The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements
 3.
    
    The disclosures that an entity should make about events or transactions that occurred
after the balance sheet date.
  Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly Fair Value Measurements
 Recognition and Presentation of Other-Than-Temporary Impairments
 Interim
Disclosures about Fair Value of Financial Instruments Disclosures about Fair Value of Financial Instruments
 Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies Business
Combinations
  14




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 Determination of the Useful Life
of Intangible Assets Goodwill and Other Intangible Assets
 Business Combinations
  15




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion of our financial condition and results of operations should be read
in conjunction with our consolidated financial statements and related notes included in this Form
10-Q. This discussion contain forward-looking statements that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in these forward-looking statements
due to known and unknown risks, uncertainties and other factors, including those risks discussed in
Risk Factors in the Companys annual report on Form 10-K . Those risk factors expressly qualify
all subsequent oral and written forward-looking statements attributable to us or persons acting on
our behalf. We do not have any intention or obligation to update forward-looking statements
included in this Form 10-Q after the date of this Form 10-Q , except as required by law.
 Overview of the Company
    Accounting for the Impairment or Disposal
of Long-Lived Assets
   16




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##### Table of Contents



Critical Accounting Policies and Estimates
  Revenue Recognition
 Revenue Recognition in Financial Statements
 Inventories
  Intangible Assets
  Income taxes
   17




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##### Table of Contents



Results of Operations
 th
 Three Months Ended August 31, 2009 Compared to Three Months Ended August 31, 2008
      18




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##### Table of Contents



Six Months Ended August 31, 2009 Compared to Six Months Ended August 31, 2008
 mid-range
    19




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##### Table of Contents



Seasonality
  Liquidity and Capital Resources
   20




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##### Table of Contents



August 31,
    
    
    February 28,2009
    
    
    2009(In thousands)Current Ratio:Current assets
    
    $
    17,540
    
    
    $
    18,526Current liabilities
    
    $
    5,863
    
    
    $
    5,032Current ratio
    
    
    2.99
    
    
    
    3.68Quick Ratio:Current assets
    
    $
    17,540
    
    
    $
    18,526Inventories, net
    
    $
    (8,701
    )
    
    $
    (8,895
    )Quick assets
    
    $
    8,839
    
    
    $
    9,631Current liabilities
    
    $
    5,863
    
    
    $
    5,032Quick ratio
    
    
    1.51
    
    
    
    1.91
      21




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##### Table of Contents



Inflation
  New Accounting Pronouncements
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement No.
162
 Subsequent Events
 1.
    
    The period after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements
 2.
    
    The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements
 3.
    
    The disclosures that an entity should make about events or transactions that occurred
after the balance sheet date.
  Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly Fair Value Measurements
 Recognition and Presentation of Other-Than-Temporary Impairments
  22




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##### Table of Contents



Interim
Disclosures about Fair Value of Financial Instruments Disclosures about Fair Value of Financial Instruments
 Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies Business
Combinations
 Determination of the Useful Life
of Intangible Assets Goodwill and Other Intangible Assets
 Business Combinations
  23




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##### Table of Contents



Forward-Looking Information
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 4T. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
   Changes in Internal Control over Financial Reporting
   24




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    Votes For
    
    
    WithheldPaul D. Sonkin
    
    
    16,064,246
    
    
    
    684,245Steven G. Murdock
    
    
    15,953,976
    
    
    
    794,515Timothy C. McQuay
    
    
    14,443,624
    
    
    
    2,304,867Michael R. Haynes
    
    
    16,035,005
    
    
    
    713,486Frederick H. Schneider, Jr.
    
    
    14,215,466
    
    
    
    2,533,025
  BrokerFor
    
    
    Against
    
    
    Abstain
    
    
    non-votesApproval of Stand-Alone Stock
Option Agreement
    
    
    6,866,185
    
    
    
    3,164,886
    
    
    
    79,256
    
    
    
    6,638,164Approval of Amendment to the
Companys Certificate of
Incorporation
    
    
    15,860,915
    
    
    
    837,369
    
    
    
    50,206
    
    
    
    Ratification of Moss Adams LLP
    
    
    16,320,521
    
    
    
    332,975
    
    
    
    94,994
    
    
    
    
  25




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##### Table of Contents



ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Exhibit No.
    
    Exhibit Title or Description31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Executive Officer*31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Financial Officer*32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of The Sarbanes-Oxley Act of 2002  Chief Executive
Officer*32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of The Sarbanes-Oxley Act of 2002  Chief Financial
Officer*
 
 *
    
    Filed herewith.  26




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##### Table of Contents



SIGNATURES
  MEADE INSTRUMENTS CORP.Dated: October 13, 2009
    By:
    /s/ STEVEN G. MURDOCKSteven G. MurdockChief Executive OfficerBy:
    /s/ JOHN A. ELWOODJohn A. ElwoodSenior Vice President  Finance and Administration,         Chief Financial Officer  27




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Exhibit Title or Description31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Executive Officer31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Financial Officer32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief
Executive Officer32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief
Financial Officer
  28