**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-K/A**

** **

**Amendment No. 1**

 

**ANNUAL REPORT**

**PURSUANT TO SECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACTOF 1934**

 
| **(Mark One)**                                        |                                                                                                               |
|-------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|
| **x**                                                 | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|                                                  | ** **                                                                                                         |
| **For the Fiscal Year Ended February 29,  2008** |
| ** **                                            |
| **OR**                                                |
| ** **                                            |
| **o**                                                 | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |

 

**CommissionFile No. 0-22183**

 

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**MEADE INSTRUMENTS CORP.**

(Exact Name of Registrant as Specified in ItsCharter)

 

| **Delaware**                                                     | ** ** | **95-2988062**                    |
|------------------------------------------------------------------|------------|-----------------------------------|
| (State or Other  Jurisdiction of Incorporation or  Organization) |       | (I.R.S. Employer  Identification) |
|                                                             |       |                              |
| **27 Hubble, Irvine, California**                                | ** ** | **92618**                         |
| (Address of principal  executive offices)                        |       | (Zip Code)                        |

 

Registrant’s telephone number, including areacode: **(949) 451-1450**

 

Securitiesregistered pursuant to section 12(b) of the Act:

 
| **Title of Each Class**        | ** ** | **Name of Each Exchange on Which  Registered** |
|--------------------------------|------------|------------------------------------------------|
| Common stock, $0.01 par  value |       | NASDAQ Stock  Market LLC                  |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

**None**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o No x

 

Indicate by check mark if the registrant isnot required to file reports pursuant To Section 13 or Section 15(d) ofthe Act. Yes o  No x

 

Indicate by check mark if the registrant: (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the Registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes x  No o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of Registrant’sknowledge in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrantis a large accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definition of “large accelerated filer”, “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 
| Non-accelerated  filer o                  |   | Large Accelerated filer o |   | Accelerated filer o |   | Smaller reporting company x |
|------------------------------------------------|--------|--------------------------------|--------|--------------------------|--------|----------------------------------|
| (Do not check if a smaller  reporting company) |   |                           |   |                     |   |                             |

 

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12(b)-2 of the Exchange Act).Yes o No x

 

The aggregate market value of the shares ofcommon stock held by non-affiliates of the Registrant was approximately$34.0 million as of August 31, 2007, the last business day of theRegistrant’s most recently completed second fiscal quarter.

 

As of June 6, 2008, there were23,376,570 outstanding shares of the Registrant’s common stock, par value $0.01per share.

 

***DOCUMENTS INCORPORATED BY REFERENCE***

 

Portions of the Registrant’s Proxy Statementfor the Annual Meeting of Stockholders to be held on July 10, 2008 areincorporated by reference into Part III of this Form 10-K.

 

 

 

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** **

**EXPLANATORY NOTE**

** **

We are filing this Amendment No. 1 (the “Form 10-K/A”) to ourAnnual Report on Form 10-K for the year ended February 29, 2008 (the “2008Form 10-K”), as filed with the Securities and Exchange Commission on June 13,2008, to revise the disclosure required by Item 9A(T) and to amendthe certifications of the Chief Executive Officer and Chief Financial Officeroriginally filed as Exhibits 31.1 and 31.2 pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002 (“SOX”).

 

This Form 10-K/A is solely limited to revising Item 9A(T) andamending the certifications.  This Form 10-K/Adoes not reflect events occurring after the filing of the 2008 Form 10-Kor modify or update the disclosures contained in the 2008 Form 10-K in anyway 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-K/A, thecertifications pursuant to Section 906 of SOX, filed as exhibits to the2008 Form 10-K, have been re-executed and re-filed as of the date of this Form 10-K/Aand are included as exhibits hereto.

 

**PART II**

 

**Item 9A(T). *Control and 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 the Company’sdisclosure 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 end of the period covered by this report.  Disclosure controls and procedures aredesigned to ensure that information required to be disclosed by the Company inthe reports it files or submits under the Exchange Act is recorded, processed,summarized and reported on a timely basis and that such information isaccumulated and communicated to management, including the Chief ExecutiveOfficer and Chief Financial Officer, as appropriate, to allow timely decisionsregarding 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 are met.  Further, because of the inherent limitationsin all control systems, no evaluation of controls can provide absoluteassurance that all control issues and instances of fraud, if any, have been orwill be detected.  Our disclosurecontrols and procedures are designed to provide reasonable assurance ofachieving their objectives.

 

The Company’s Chief Executive Officer and Chief Financial Officerconcluded, based on their evaluation, that the Company’s disclosure controlsand procedures were not effective as of the end of the period covered by thisreport, because we failed to include the Management’s Annual Report on InternalControl Over Financial Reporting in our Form 10-K for the fiscal year ended February 29,2008. We remedied this failure in the effectiveness of our disclosurecontrols and procedures by amending our Form 10-K to include the requiredmanagement’s report. We have implemented additional controls and proceduresdesigned to ensure that disclosures provided by the Company meet the thencurrent requirements of the applicable filing made under the Exchange Act.

 

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**Management’s Annual Report on Internal ControlOver Financial Reporting.**

 

Our management is responsible for establishing and maintaining adequateinternal control over financial reporting, as such term is defined in Rule 13a-15(f) and15d-15(f) under the Exchange Act. Internal control over financialreporting includes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of our assets; (ii) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that our receipts and expenditures are being madeonly in accordance with authorizations of our management and directors; and (iii) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of our assets that could have a material effecton our financial statements.

 

We conducted an evaluation of the effectiveness of our internal controlover financial reporting based on the framework in *Internal Control — Integrated Framework*issued by theCommittee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation,**our management has concluded that as of February 29,2008, our internal control over financial reporting is effective.  This annual report does not include anattestation report of the Company’s registered public accounting firm regardinginternal control over financial reporting. Management’s report was not subject to attestation by the Company’sregistered public accounting firm pursuant to temporary rules of theSecurities and Exchange Commission that permit the Company to provide onlymanagement’s report in this annual report.

 

Company management has concluded that the internal controls overfinancial reporting provide reasonable assurance that the objectives of ourcontrol system are met.  However, Companymanagement (including the Chief Executive Officer and Chief Financial Officer)does not expect that the internal controls will prevent all errors and allfraud.

 

**Changes in Controls over Financial Reporting.**

 

There was no change in our internal control over financial reporting,known to the Chief Executive Officer or the Chief Financial Officer thatoccurred during the last fiscal quarter covered by this report that hasmaterially affected, or is reasonably likely to materially affect, our internalcontrol over financial reporting, except as follows:

 

During the quarter ended November 30, 2007, the Company identifieda material weakness in its internal control over work-in-processinventory.  A material weakness is acontrol deficiency, or combination of control deficiencies, that results inmore than a remote likelihood that a material misstatement of the annual orinterim consolidated financial statements will not be prevented ordetected.  The material weakness was theresult of a combination of inadequate procedures and inventory tracking systemsrelated to the timely closure of work orders. The Company believes that the weakness was remediated prior to the fiscalyear end at February 29, 2008 by the implementation of improved proceduresand reporting.  The Company completed aninternal review of work-in-process inventory during the fourth quarter ended February 29,2008.

 

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**PART IV**

 

**Item 15. *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**

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned hereunto duly 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) |

 

 
| **Signature**                     | ** ** | **Title**                                               | ** ** | **Date**            |
|-----------------------------------|------------|---------------------------------------------------------|------------|---------------------|
|                              |       |                                                    |       |                |
| /s/  STEVEN G. MURDOCK            |       | Chief Executive Officer and Director                    |       | March 27, 2009 |
| Steven  G. Murdock                |       | (Principal Executive Officer)                           |       |                |
|                              |       |                                                    |       |                |
| /s/ JOHN A. ELWOOD                |       | Vice President—Finance and Chief Financial Officer |       | March 27, 2009 |
| John A. Elwood                    |       | (Principal Financial and Accounting Officer)            |       |                |
|                              |       |                                                    |       |                |
| /s/ TIMOTHY C. MCQUAY             |       | Director and Chairman of the Board                      |       | March 27, 2009 |
| Timothy C. McQuay                 |       |                                                    |       |                |
|                              |       |                                                    |       |                |
| /s/  FREDERICK H. SCHNEIDER, JR.  |       | Director                                                |       | March 27, 2009 |
| Frederick H.  Schneider, Jr. |       |                                                    |       |                |
|                              |       |                                                    |       |                |
| /s/ PAUL D. SONKIN                |       | Director                                                |       | March 27, 2009 |
| Paul D. Sonkin                    |       |                                                    |       |                |

 

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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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