# ** **

# **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 August 31, 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 mark whetherthe registrant is a shell company (as defined in Rule 12(b)-2 of theExchange Act).

Yes oNo x

 

As of October 20,2008, 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 August 31,2008 (the “Original Form 10-Q”), as filed with the Securities and ExchangeCommission on October 20, 2008, 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.  *Controls and Procedures***

**Evaluation of Disclosure Controls and Procedures.**

The Company’s management(with the participation of our Chief Executive Officer and Chief FinancialOfficer) evaluated the effectiveness of the Company’s disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), as of the quarter endedAugust 31, 2008. Disclosure controls and procedures are designed to ensure thatinformation required to be disclosed by the Company in the reports it files orsubmits under the Exchange Act is recorded, processed, summarized and reportedon a timely basis and that such information is accumulated and communicated tomanagement, including the Chief Executive Officer and Chief Financial Officer,as appropriate, to allow timely decisions regarding required disclosure. A controlsystem, no matter how well designed and operated, can provide only reasonable,not absolute, assurance that the objectives of the control system aremet.  Further, because of the inherent limitations in all control systems,no evaluation of controls can provide absolute assurance that all controlissues and instances of fraud, if any, have been or will be detected.  Ourdisclosure controls and procedures are designed to provide reasonable assuranceof achieving their objectives.

 

The Company’s Chief ExecutiveOfficer and Chief Financial Officer concluded, based on their evaluation, thatthe Company’s disclosure controls and procedures are effective for the Companyas of the end of the period covered by this report.

 

**Changes in Internal Control over FinancialReporting**

 

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 August 31, 2008 that materially affected, or arereasonably 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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