##### 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 November 30, 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
(Address of principal executive offices)
    
    92618
(Zip Code)
 (949) 451-1450
(Registrants telephone number, including area code)
 Yes þ No 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
NOVEMBER 30, 2009
 TABLE OF CONTENTS
 Page No.PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets (Unaudited)  November 30, 2009 and February 28, 2009
    
    
    2Consolidated Statements of Operations (Unaudited)  Three and Nine Months Ended November
30, 2009 and 2008
    
    
    3Consolidated Statements of Stockholders Equity (Unaudited)
    
    
    4Consolidated Statements of Cash Flows (Unaudited)  Nine Months Ended November 30, 2009
and 2008
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosure about Market Risk
    
    
    22Item 4T. Controls and Procedures
    
    
    22PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    24Exhibit 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)
 November 30,
    
    
    February 28,2009
    
    
    2009ASSETSCurrent assets:Cash
    
    $
    3,469
    
    
    $
    5,890Restricted cash
    
    
    
    
    
    
    700Accounts receivable, less allowance for
doubtful accounts of $462 at November
30, 2009 and $529 at February 28, 2009
    
    
    5,245
    
    
    
    2,488Inventories, net
    
    
    7,268
    
    
    
    8,895Prepaid expenses and other current assets
    
    
    342
    
    
    
    553Total current assets
    
    
    16,324
    
    
    
    18,526Property and equipment, net
    
    
    586
    
    
    
    665Acquisition-related intangible assets, net
    
    
    1,089
    
    
    
    1,217Other assets, net
    
    
    200
    
    
    
    158$
    18,199
    
    
    $
    20,566LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,219
    
    
    $
    1,702Accrued liabilities
    
    
    2,633
    
    
    
    2,630Accrued lease termination fee
    
    
    
    
    
    
    700Total current liabilities
    
    
    4,852
    
    
    
    5,032Deferred rent
    
    
    12
    
    
    
    Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; 2,500
shares authorized; 1,167 shares issued
and outstanding at November 30, 2009 and
February 28, 2009
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    52,053
    
    
    
    51,538Deferred stock compensation
    
    
    
    
    
    
    (75
    )Retained deficit
    
    
    (38,730
    )
    
    
    (35,941
    )Total stockholders equity
    
    
    13,335
    
    
    
    15,534$
    18,199
    
    
    $
    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
    
    
    Nine Months EndedNovember 30,
    
    
    November 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    7,271
    
    
    $
    9,872
    
    
    $
    19,101
    
    
    $
    24,669Cost of sales
    
    
    5,771
    
    
    
    8,664
    
    
    
    15,191
    
    
    
    21,568Gross profit
    
    
    1,500
    
    
    
    1,208
    
    
    
    3,910
    
    
    
    3,101Selling
    
    
    665
    
    
    
    1,171
    
    
    
    1,989
    
    
    
    3,431General and administrative
    
    
    1,144
    
    
    
    3,840
    
    
    
    4,138
    
    
    
    9,057Research and development
    
    
    212
    
    
    
    441
    
    
    
    619
    
    
    
    1,300ESOP contribution expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    178Gain on brand sales
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    (5,202
    )Operating loss
    
    
    (521
    )
    
    
    (4,306
    )
    
    
    (2,836
    )
    
    
    (5,663
    )Interest (income) expense, net
    
    
    (7
    )
    
    
    48
    
    
    
    (34
    )
    
    
    168Loss before income taxes
    
    
    (514
    )
    
    
    (4,354
    )
    
    
    (2,802
    )
    
    
    (5,831
    )Income tax benefit
    
    
    
    
    
    
    (981
    )
    
    
    (13
    )
    
    
    (1,946
    )Loss from continuing operations
    
    
    (514
    )
    
    
    (3,373
    )
    
    
    (2,789
    )
    
    
    (3,885
    )Income from discontinued
operations, net of tax
    
    
    
    
    
    
    583
    
    
    
    
    
    
    
    834Net loss
    
    $
    (514
    )
    
    $
    (2,790
    )
    
    $
    (2,789
    )
    
    $
    (3,051
    )Loss from continuing operations per
sharebasic and diluted
    
    $
    (0.44
    )
    
    $
    (2.89
    )
    
    $
    (2.39
    )
    
    $
    (3.32
    )Income from discontinued
operations, net of tax per
sharebasic and diluted
    
    $
    
    
    
    $
    0.50
    
    
    $
    
    
    
    $
    0.71Net loss per sharebasic and diluted
    
    $
    (0.44
    )
    
    $
    (2.39
    )
    
    $
    (2.39
    )
    
    $
    (2.61
    )Weighted average common shares
outstandingbasic and diluted
    
    
    1,167
    
    
    
    1,167
    
    
    
    1,167
    
    
    
    1,167
   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
    
    
    
    
    
    
    
    
    
    
    590
    
    
    
    
    
    
    
    
    
    
    
    590Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,789
    )
    
    
    (2,789
    )BALANCE AT November 30, 2009
    
    
    1,167
    
    
    $
    12
    
    
    $
    52,053
    
    
    $
    
    
    
    $
    (38,730
    )
    
    $
    13,335
   4




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Nine Months EndedNovember 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (2,789
    )
    
    $
    (3,051
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    834Loss from continuing operations
    
    
    (2,789
    )
    
    
    (3,885
    )Adjustments to reconcile loss from continuing
operations to net cash used in operating
activities:Gain on brand sales
    
    
    
    
    
    
    (5,202
    )Depreciation and amortization
    
    
    399
    
    
    
    601ESOP contribution
    
    
    
    
    
    
    179Allowance for doubtful accounts
    
    
    (68
    )
    
    
    89Deferred income taxes
    
    
    
    
    
    
    11Stock-based compensation
    
    
    590
    
    
    
    421Deferred rent amortization
    
    
    12
    
    
    
    132Gain on sale of fixed assets
    
    
    (3
    )
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    (2,689
    )
    
    
    45Inventories
    
    
    1,623
    
    
    
    850Prepaid expenses and other current assets
    
    
    211
    
    
    
    (87
    )Accounts payable
    
    
    517
    
    
    
    (2,097
    )Accrued lease termination fee
    
    
    (700
    )
    
    
    Accrued liabilities
    
    
    (159
    )
    
    
    499Net cash used in operating activities
    
    
    (3,056
    )
    
    
    (8,444
    )Cash flows from investing activities:Proceeds from brand sales
    
    
    
    
    
    
    15,250Capital expenditures
    
    
    (68
    )
    
    
    (122
    )Reduction in restricted cash
    
    
    700
    
    
    
    Proceeds from sale of fixed assets
    
    
    3
    
    
    
    Net cash provided by investing activities
    
    
    635
    
    
    
    15,128Cash flows from financing activities:Net payments under bank lines of credit
    
    
    
    
    
    
    (5,492
    )Net cash used in financing activities
    
    
    
    
    
    
    (5,492
    )Cash flows from discontinued operations
    
    
    
    
    
    
    (1,898
    )Net decrease in cash
    
    
    (2,421
    )
    
    
    (706
    )Cash at beginning of period
    
    
    5,890
    
    
    
    970Cash at end of period
    
    $
    3,469
    
    
    $
    264
   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)
    November 30,
    
    
    February 28,2009
    
    
    2009(In thousands)Current Ratio:Current assets
    
    $
    16,324
    
    
    $
    18,526Current liabilities
    
    $
    4,852
    
    
    $
    5,032Current ratio
    
    
    3.36
    
    
    
    3.68Quick Ratio:Current assets
    
    $
    16,324
    
    
    $
    18,526Inventories, net
    
    $
    (7,268
    )
    
    $
    (8,895
    )Quick assets
    
    $
    9,056
    
    
    $
    9,631Current liabilities
    
    $
    4,852
    
    
    $
    5,032Quick ratio
    
    
    1.87
    
    
    
    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
    
    
    Nine MonthsEnded
    
    
    EndedNovember 30, 2008
    
    
    November 30, 2008(In thousands)Net sales
    
    $
    13,558
    
    
    $
    23,295Cost of sales
    
    
    9,246
    
    
    
    15,722Gross profit
    
    
    4,312
    
    
    
    7,573Operating expenses
    
    
    2,057
    
    
    
    4,861Operating income from discontinued operations
    
    
    2,255
    
    
    
    2,712Gain on brand sales
    
    
    
    
    
    
    (164
    )Interest expense, net
    
    
    36
    
    
    
    34Income from discontinued operations before
income taxes
    
    
    2,219
    
    
    
    2,842Provision for income taxes
    
    
    1,636
    
    
    
    2,008Income from discontinued operations, net of tax
    
    $
    583
    
    
    $
    834
 D. Gain on Brand Sales
    E. Restructuring Costs
  EmployeeTermination
    
    
    FacilityBenefits
    
    
    Closure
    
    
    TotalAccrued restructuring costs at February 28, 2009
    
    $
    0.3
    
    
    $
    0.7
    
    
    $
    1.0Payments
    
    
    (0.3
    )
    
    
    (0.7
    )
    
    
    (1.0
    )Accrued restructuring costs at November 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
    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
  November 30,
    
    
    February 28,2009
    
    
    2009(In thousands)Due from factor
    
    $
    4,348
    
    
    $
    Accounts receivables, other
    
    
    897
    
    
    
    2,488$
    5,245
    
    
    $
    2,488
    November 30,
    
    
    February 28,2009
    
    
    2009(In thousands)Raw materials
    
    $
    2,993
    
    
    $
    4,824Work-in-process
    
    
    1,663
    
    
    
    2,399Finished goods
    
    
    2,612
    
    
    
    1,672$
    7,268
    
    
    $
    8,895
  Amortization
    
    November 30, 2009
    
    
    February 28, 2009Periods

    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In Years)

    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Trademarks
    
    7-15
    
    $
    424
    
    
    $
    (280
    )
    
    $
    424
    
    
    $
    (254
    )Completed
technologies
    
    12
    
    
    1,620
    
    
    
    (675
    )
    
    
    1,620
    
    
    
    (573
    )Total
    
    
    
    $
    2,044
    
    
    $
    (955
    )
    
    $
    2,044
    
    
    $
    (827
    )
  AmortizingIntangible Assets(In thousands)Balance, net, February 28, 2009
    
    $
    1,217Amortization
    
    
    (128
    )Balance, net, November 30, 2009
    
    $
    1,089
  10




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
  Fiscal Year
    
    Amounts(In thousands)2010 (remaining three months)
    
    $
    422011
    
    
    1712012
    
    
    1712013
    
    
    1712014
    
    
    162Thereafter
    
    
    372Total
    
    $
    1,089
  November 30,
    
    
    February 28,2009
    
    
    2009(In thousands)Molds and dies
    
    $
    7,317
    
    
    $
    7,020Machinery and equipment
    
    
    4,785
    
    
    
    4,873Furniture and fixtures
    
    
    256
    
    
    
    357Autos and trucks
    
    
    199
    
    
    
    199Leasehold improvements
    
    
    139
    
    
    
    13812,696
    
    
    
    12,587Less accumulated depreciation and amortization
    
    
    (12,110
    )
    
    
    (11,922
    )$
    586
    
    
    $
    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)
  November 30,
    
    
    February 28,2009
    
    
    2009(In thousands)Stock options outstanding
    
    
    78
    
    
    
    71Restricted shares outstanding
    
    
    
    
    
    
    2
  Three Months Ended
    
    
    Nine Months EndedNovember 30,
    
    
    November 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Basic weighted
average number of
shares
    
    
    1,167
    
    
    
    1,167
    
    
    
    1,167
    
    
    
    1,167Dilutive potential
shares of common
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted
average number of
shares outstanding
    
    
    1,167
    
    
    
    1,167
    
    
    
    1,167
    
    
    
    1,167Number 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
    
    
    78
    
    
    
    92
    
    
    
    71
    
    
    
    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
    
    
    Nine Months EndedNovember 30,
    
    
    November 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Beginning balance
    
    $
    864
    
    
    $
    1,521
    
    
    $
    985
    
    
    $
    1,504Warranty accrual
    
    
    61
    
    
    
    (119
    )
    
    
    236
    
    
    
    (20
    )Labor and material usage
    
    
    (62
    )
    
    
    (38
    )
    
    
    (358
    )
    
    
    (120
    )Ending balance
    
    $
    863
    
    
    $
    1,364
    
    
    $
    863
    
    
    $
    1,364
 K. Employee Stock Ownership Plan
  L. Income Taxes
  Accounting for Income Taxes
     13




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 M. Recent 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.
   14




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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
   15




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Critical Accounting Policies and Estimates
  Revenue Recognition
  Inventories
  Intangible Assets
 Business Combinations Goodwill
and Other Intangible Assets
 Income taxes
   16




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Results of Operations
 Three Months Ended November 30, 2009 Compared to Three Months Ended November 30, 2008
       17




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Nine Months Ended November 30, 2009 Compared to Nine Months Ended November 30, 2008
       18




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Seasonality
   19




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##### Table of Contents



Liquidity and Capital Resources
      November 30,
    
    
    February 28,2009
    
    
    2009(In thousands)Current Ratio:Current assets
    
    $
    16,324
    
    
    $
    18,526Current liabilities
    
    $
    4,852
    
    
    $
    5,032Current ratio
    
    
    3.36
    
    
    
    3.68Quick Ratio:Current assets
    
    $
    16,324
    
    
    $
    18,526Inventories, net
    
    $
    (7,268
    )
    
    $
    (8,895
    )Quick assets
    
    $
    9,056
    
    
    $
    9,631Current liabilities
    
    $
    4,852
    
    
    $
    5,032Quick ratio
    
    
    1.87
    
    
    
    1.91
    20




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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 statements2.
    
    The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements3.
    
    The disclosures that an entity should make about events or transactions that occurred
after the balance sheet date.
  Forward-Looking Information
   21




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##### Table of Contents



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
   22




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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
  
 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  23




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##### Table of Contents



SIGNATURES
  MEADE INSTRUMENTS CORP.Dated: January 8, 2010
    By:
    /s/ STEVEN G. MURDOCKSteven G. MurdockChief Executive OfficerBy:
    /s/ JOHN A. ELWOODJohn A. ElwoodSenior Vice President  Finance and
Administration, Chief Financial Officer  24




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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
  25