# **UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

## **Washington, D.C.20549**

## ** **

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### **FORM 10-Q/A**Amendment No. 1

### ** **

| ** ** | **x** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE ACT OF 1934** |
|------------|-------|-----------------------------------------------------------------------------------------------------------|

 

**For the quarterly period ended November 30, 2008**

 

**or**

 
| ** ** | **o** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE ACT OF 1934** |
|------------|-------|------------------------------------------------------------------------------------------------------------|

 

#### **Commission FileNumber 0-22183**

#### ** **

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**MEADEINSTRUMENTS CORP.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                             | ** ** | **95-2988062**      |
|------------------------------------------|------------|---------------------|
| (State or other jurisdiction             |       | (I.R.S. Employer    |
| of incorporation or organization)        |       | Identification No.) |
| ** **                               | ** ** | ** **          |
| **27 Hubble, Irvine, CA**                | ** ** | **92618**           |
| (Address of principal executive offices) |       | (Zip Code)          |

 

**(949) 451-1450**

(Registrant’s telephone number, including area code)

 

Indicate by check mark ifthe registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes xNo o

 

Indicateby check mark whether the registrant is a large accelerated filer, anon-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “acceleratedfiler” and “smaller reporting company” in Rule 12b-2 of the SecuritiesExchange Act of 1934.

 

| Non-accelerated filer o |   | Large Accelerated filero |   | Accelerated filero |   | Smaller reporting company x |
|-------------------------|--------|--------------------------|--------|--------------------|--------|-----------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12(b)-2 ofthe Exchange Act).

Yes oNo x

 

As of January 16,2009, there were 23,376,570 outstanding shares of the Registrant’s commonstock, par value $0.01 per share.

 

 

 

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** **

**EXPLANATORY NOTE**

** **

We are filing this Amendment No. 1 (the “Form 10-Q/A”) to ourQuarterly Report on Form 10-Q for the quarterly period ended November 30,2008 (the “Original Form 10-Q”), as filed with the Securities and ExchangeCommission on January 16, 2009, to revise the disclosure required byItem 4T and to amend the certifications of the Chief Executive Officer andChief Financial Officer originally filed as Exhibits 31.1 and 31.2pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“SOX”).

 

This Form 10-Q/A is solely limited to revising Item 4T andamending the certifications.  This Form 10-Q/Adoes not reflect events occurring after the filing of the Original Form 10-Qor modify or update the disclosures contained in the Original Form 10-Q inany way other than as required to reflect the changes discussed above.  Pursuant to Rule 12b-15 under theSecurities Exchange Act of 1934, as a result of this Form 10-Q/A, thecertifications pursuant to Section 906 of SOX, filed as exhibits to theOriginal Form 10-Q, have been re-executed and re-filed as of the date ofthis Form 10-Q/A and are included as exhibits hereto.

 

**PART I — Financial Information**

 

**Item 4T.*****Controlsand Procedures***

 

**Evaluation of Disclosure Controls and Procedures.**

The Company’s management (with the participation of our Chief ExecutiveOfficer and Chief Financial Officer) evaluated the effectiveness of theCompany’s disclosure controls and procedures (as defined in Rules 13a-15(e) and15d- 15(e) under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), as of the quarter ended November 30, 2008. Disclosure controls andprocedures are designed to ensure that information required to be disclosed bythe Company in the reports it files or submits under the Exchange Act isrecorded, processed, summarized and reported on a timely basis and that suchinformation is accumulated and communicated to management, including the ChiefExecutive Officer and Chief Financial Officer, as appropriate, to allow timelydecisions regarding required disclosure. A control system, no matter how welldesigned and operated, can provide only reasonable, not absolute, assurancethat the objectives of the control system are met.  Further, because ofthe inherent limitations in all control systems, no evaluation of controls canprovide absolute assurance that all control issues and instances of fraud, ifany, have been or will be detected.  Our disclosure controls andprocedures are designed to provide reasonable assurance of achieving theirobjectives.

 

The Company’s Chief Executive Officer and Chief Financial Officerconcluded, based on their evaluation, that the Company’s disclosure controlsand procedures are effective for the Company as of the end of the periodcovered by this report.

** **

**Changes in Internal Control overFinancial Reporting**

There have been no changes in our internal control over financialreporting (as defined in Rule 13a-15(f) under the Exchange Act)during the quarter ended November 30, 2008 that materially affected, orare reasonably likely to materially affect, our internal control over financialreporting.

 

**PART II — Other Information**

 

**Item 6. *Exhibits and Financial Statement Schedules***

 

**(a)(3) Exhibits**

 
| **Exhibit No.** | ** ** | **Exhibit Title or Description**                                                                                                                   |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                              |
| 31.1                 |       | 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 |

 

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**SIGNATURE**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned hereuntoduly authorized.

 

 
| Dated: March 27, 2009 | **MEADE INSTRUMENTS CORP.**                             |
|----------------------------|---------------------------------------------------------|
|                       | ** **                                              |
|                       | ** **                                              |
|                       | /s/ JOHN A. ELWOOD                                      |
|                       | John A. Elwood                                          |
|                       | Vice President—Finance and Chief Financial Officer |
|                       | (Principal  Financial and Accounting Officer)           |

 

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** **

**EXHIBIT INDEX**

** **
| **Exhibit No.** | ** ** | **Exhibit Title or Description**                                                                                                                   |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                              |
| 31.1                 |       | 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 |

** **

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