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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended February 28, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-22183
 
 MEADE INSTRUMENTS CORP.
  Delaware
    
    95-2988062(State or Other Jurisdiction of Incorporation or
    
    (I.R.S. Employer Identification)Organization)27 Hubble, Irvine, California
    
    92618(Address of principal executive offices)
    
    (Zip Code)
  Securities registered pursuant to section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon stock, $0.01 par value
    
    NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
  Yes o  No þ
 o þ
 þ o
 o o
 o
  Non-accelerated filer o
    
    Large Accelerated filer o
    
    Accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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Table of Contents
 PagePart IItem 1 Business
    
    
    1Item 1A. Risk Factors
    
    
    8Item 2. Properties
    
    
    15Item 3. Legal Proceedings
    
    
    15Item 4. Submission of Matters to a Vote of Security Holders
    
    
    15Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    16Item 6. Selected Financial Data
    
    
    16Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 8. Financial Statements and Supplementary Data
    
    
    25Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    25Item 9A(T). Controls and Procedures
    
    
    25Item 9B. Other Information
    
    
    25Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    26Item 11. Executive Compensation
    
    
    26Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    26Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    26Item 14. Principal Accountant Fees and Services
    
    
    26Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    27CONSOLIDATED FINANCIAL STATEMENTS AND NOTESReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets at February 28, 2009 and February 29, 2008
    
    
    F-2Consolidated Statements of Operations for each of the two years in the period ended
February 28, 2009
    
    
    F-3Consolidated Statements of Stockholders Equity for each of the two years in the
period ended February 28, 2009
    
    
    F-4Consolidated Statements of Cash Flows for each of the two years in the period ended
February 28, 2009
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6Exhibit 3.7Exhibit 10.70Exhibit 10.71Exhibit 10.72Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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PART I
 
 Item 1. Business
 General
 ® ® ®
        1




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Restructurings
   Accounting for the Impairment or Disposal of
Long-Lived Assets
  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Industry Overview
       2




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Products
  Advanced Astronomical Telescopes.
 Entry-Level Telescopes.
  3




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Binoculars.
 Accessories.
 Operations
 Supply Chain Management.
 Materials and Supplies.
 Optical Testing.
 Optical Alignment and Centration.
 Intellectual Property
   4




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Seasonality
  Sales and Marketing
    5




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Competitive Strengths
  New Products/Research and Development.
 Broad Line of Products.
 Optical Systems Expertise.
 Quality Control.
  6




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Broad Distribution Network.
 Superior Customer Service.
 Competition
   Employees
   7




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Executive Officers of the Registrant
  Name
    
    Age
    
    PositionSteven G. Murdock
    
    57
    
    Chief Executive Officer, DirectorJohn A. Elwood
    
    38
    
    Senior Vice PresidentFinance and Administration, Chief Financial Officer
 Steven G. Murdock
 John
A. Elwood,
 Available Information
  
 Item 1A. Risk Factors
 1.
    
    We have in the past and may in the future incur losses despite our efforts to restructure our
business in an effort to return to profitability.
  2.
    
    Our ability to borrow funds for working capital purposes is limited.
   8




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3.
    
    Our business may be negatively impacted as a result of changes in the economy.
  4.
    
    We have failed to meet applicable Nasdaq Stock Market requirements for continued listing. As
a result, our stock could be delisted by the Nasdaq Stock Market. If delisting occurs, it
would adversely affect the market liquidity of our common stock and harm our business.
     9




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5.
    
    We depend on our key personnel and may have difficulty attracting and retaining skilled
employees.
  6.
    
    We rely on independent contract manufacturers and, as a result, we are exposed to potential
disruptions in product supply.
   7.
    
    Our future success depends upon our ability to respond to changing consumer demands and
successfully develop and market new products.
  8.
    
    Our business and the success of our products could be harmed if we are unable to maintain our
brand image.
 ® ®
 9.
    
    We depend upon a relatively small group of customers for a large portion of our sales.
   10




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10.
    
    Our business could be harmed if we fail to maintain appropriate inventory levels.
  11.
    
    The disruption, expense and potential liability associated with any litigation against us
could have a material adverse effect on our business, results of operations, financial
condition and cash flows.
  12.
    
    We have divested significant portions of our business and are now a less diversified
enterprise focused primarily on telescopes. The lack of a diversified business makes us more
exposed to volatility in the telescope market, which is highly discretionary in nature and has
been contracting.
  13.
    
    We face intense competition, including competition from companies with significantly greater
resources, and, if we are unable to compete effectively with these competitors, our market
share may decline and our business could be harmed.
    11




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14.
    
    We may be unable to successfully execute our growth and profitability strategies.
  15.
    
    Our international sales and manufacturing operations are subject to the risks of doing
business abroad, particularly in China and Mexico, which could affect our ability to sell or
manufacture our products in international markets, obtain products from foreign suppliers or
control product costs.
    16.
    
    Our business could be harmed if our contract manufacturers or suppliers violate labor, trade or
other laws.
   12




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17.
    
    Our quarterly revenues and operating results fluctuate as a result of a variety of factors,
including seasonal fluctuations in the demand for consumer optics, delivery date delays and
potential fluctuations in our annualized tax rate, which may result in volatility of our stock
price.
  18.
    
    Changes in currency exchange rates could affect our revenues and operating results.
  19.
    
    We may not be able to raise additional funds when needed for our business or to exploit
opportunities.
   13




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20.
    
    Our ability to compete could be jeopardized if we are unable to protect our intellectual
property rights or if we are sued for intellectual property infringement.
 ® ®
 21.
    
    Our trademarks, design patents, utility patents and other intellectual property rights may
not be adequately protected outside the United States.
  22.
    
    We are exposed to potential risks from legislation requiring public companies to evaluate
controls under Section 404 of the Sarbanes-Oxley Act of 2002.
  23.
    
    Our charter and bylaws, as well as applicable corporate laws, could limit the ability of
others to take over management control of the Company. We will have the ability to issue
preferred stock, which could adversely affect the rights of holders of our common stock.
  
    
    advance notice requirements for stockholder proposals and director nominations,
 
    
    a prohibition on stockholder action by written consent, and
 
    
    limitations on calling stockholder meetings.
  14




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Item 2. Properties
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   15




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
  Year Ended February 28, 2009
    
    High
    
    
    LowFourth quarter
    
    $
    0.25
    
    
    $
    0.06Third quarter
    
    $
    0.51
    
    
    $
    0.08Second quarter
    
    $
    1.39
    
    
    $
    0.45First quarter
    
    $
    1.55
    
    
    $
    1.00
 Year Ended February 29, 2008
    
    High
    
    
    LowFourth quarter
    
    $
    1.68
    
    
    $
    1.13Third quarter
    
    $
    2.13
    
    
    $
    1.18Second quarter
    
    $
    2.54
    
    
    $
    1.91First quarter
    
    $
    2.58
    
    
    $
    2.03
   
 Item 6. Selected Financial Data
  
 Item 7. 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 elsewhere in
this Form 10-K. This discussion contains 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 and elsewhere in this 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-K after the date of this Form 10-K, except as
required by law.
    16




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Accounting for the Impairment or Disposal of
Long-Lived Assets
  Critical Accounting Policies and Estimates
  Revenue Recognition
 Revenue Recognition in Financial Statements
  17




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Inventories
  Goodwill and Intangible Assets
 Goodwill and
Intangible Assets
 Income taxes
    18




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Results of Operations
 th
  Fiscal Years EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    94.6
    
    
    
    95.2Gross profit
    
    
    5.4
    
    
    
    4.8Operating expenses:Selling
    
    
    14.1
    
    
    
    14.3General and administrative
    
    
    34.3
    
    
    
    14.9Research and development
    
    
    5.5
    
    
    
    2.9ESOP contribution expense
    
    
    0.6
    
    
    
    0.4Gain on brand sales
    
    
    (19.8
    )
    
    
    Restructuring costs
    
    
    7.8
    
    
    
    0.6Impairment of acquisition-related intangible assets and goodwill
    
    
    0.4
    
    
    
    2.5Loss from operations
    
    
    (37.5
    )
    
    
    (30.8
    )Interest expense, net
    
    
    0.7
    
    
    
    1.7Loss before income taxes
    
    
    (38.2
    )
    
    
    (32.5
    )Provision for income taxes
    
    
    (7.1
    )
    
    
    (2.4
    )Loss from continuing operations
    
    
    (31.1
    )
    
    
    (30.1
    )Income from discontinued operations, net of tax
    
    
    6.3
    
    
    
    2.3Net loss
    
    
    (24.8
    )%
    
    
    (27.8
    )%
  Fiscal Years EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Telescopes & related products
    
    $
    24.2
    
    
    $
    43.1Riflescopes
    
    
    2.3
    
    
    
    12.6Binoculars
    
    
    1.4
    
    
    
    4.8Other
    
    
    0.7
    
    
    
    3.2Net sales
    
    $
    28.6
    
    
    $
    63.7
 Fiscal 2009 Compared to Fiscal 2008
   19




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Telescopes &related products
    
    
    Riflescopes
    
    
    Binoculars
    
    
    Other
    
    
    TotalNet Sales  Fiscal 2008
    
    $
    43.1
    
    
    $
    12.6
    
    
    $
    4.8
    
    
    $
    3.2
    
    
    $
    63.7Reduction in sales to Walmart
    
    
    (10.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10.9
    )Divestiture of sport optics brands
    
    
    
    
    
    
    (10.3
    )
    
    
    (3.4
    )
    
    
    
    
    
    
    (13.7
    )Other factors
    
    
    (8.0
    )
    
    
    
    
    
    
    
    
    
    
    (2.5
    )
    
    
    (10.5
    )Net sales  Fiscal 2009
    
    $
    24.2
    
    
    $
    2.3
    
    
    $
    1.4
    
    
    $
    0.7
    
    
    $
    28.6
       20




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Liquidity and Capital Resources
    21




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22




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February 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Current Ratio:Current assets
    
    
    18,526
    
    
    
    35,940
    
    
    
    42,225
    
    
    
    59,165Current liabilities
    
    
    5,032
    
    
    
    18,960
    
    
    
    17,836
    
    
    
    17,340Current ratio
    
    
    3.68
    
    
    
    1.90
    
    
    
    2.37
    
    
    
    3.41Quick Ratio:Current assets
    
    
    18,526
    
    
    
    35,940
    
    
    
    42,225
    
    
    
    59,165Inventories, net
    
    
    (8,895
    )
    
    
    (18,059
    )
    
    
    (25,289
    )
    
    
    (34,359
    )Quick assets
    
    
    9,631
    
    
    
    17,881
    
    
    
    16,936
    
    
    
    24,806Current liabilities
    
    
    5,032
    
    
    
    18,960
    
    
    
    17,836
    
    
    
    17,340Quick ratio
    
    
    1.91
    
    
    
    0.94
    
    
    
    0.95
    
    
    
    1.43Debt to Equity Ratio:Total liabilities
    
    
    5,032
    
    
    
    21,196
    
    
    
    20,653
    
    
    
    20,512Total equity
    
    
    15,534
    
    
    
    24,596
    
    
    
    34,476
    
    
    
    51,728Debt to equity ratio
    
    
    0.32
    
    
    
    0.86
    
    
    
    0.60
    
    
    
    0.40
   Inflation
  New Accounting Pronouncements
  Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets
   23




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Business Combinations
 Noncontrolling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51 noncontrolling interests
 Forward-Looking Information
 Managements Discussion and Analysis of Financial Condition and Results of
Operations forward looking statements
 
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure
   24




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Item 9A(T). Control and Procedures
 Evaluation of Disclosure Controls and Procedures.
   Managements Annual Report on Internal Control Over Financial Reporting.
  Internal Control  Integrated Framework
  Changes in Controls over Financial Reporting.
  
 Item 9B. Other Information
   25




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
   26




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  Page1. Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets at February 28, 2009 and February 29, 2008
    
    
    F-2Consolidated Statements of Operations for each of the two years in
the period ended February 28, 2009
    
    
    F-3Consolidated Statement of Stockholders Equity for each of the two
years in the period ended February 28, 2009
    
    
    F-4Consolidated Statements of Cash Flows for each of the two years in
the period ended February 28, 2009
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-62. Financial Statement Schedule:For each of
the two years in the period ended February 28, 2009IIValuation and Qualifying Accounts3. Exhibits included or incorporated herein: See Exhibit Index
  27




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     /s/ MOSS ADAMS LLPIrvine, CAJune 15, 2009
  F-1




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share amounts)
 Years EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008ASSETSCurrent assets:Cash
    
    $
    5,890
    
    
    $
    970Restricted cash
    
    
    700
    
    
    
    Accounts receivable, less allowance for doubtful
accounts of $529 in 2009 and $448 in 2008
    
    
    2,488
    
    
    
    5,822Inventories, net
    
    
    8,895
    
    
    
    18,059Prepaid expenses and other current assets
    
    
    553
    
    
    
    474Current assets held for sale
    
    
    
    
    
    
    10,615Total current assets
    
    
    18,526
    
    
    
    35,940Property and equipment, net
    
    
    665
    
    
    
    1,061Acquisition-related intangible assets, net
    
    
    1,217
    
    
    
    4,346Other assets, net
    
    
    158
    
    
    
    241Non-current assets held for sale
    
    
    
    
    
    
    4,204$
    20,566
    
    
    $
    45,792LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank lines of credit
    
    $
    
    
    
    $
    5,877Accounts payable
    
    
    1,702
    
    
    
    5,776Accrued liabilities
    
    
    2,630
    
    
    
    3,838Accrued lease termination fee
    
    
    700
    
    
    
    Current liabilities held for sale
    
    
    
    
    
    
    3,469Total current liabilities
    
    
    5,032
    
    
    
    18,960Deferred rent
    
    
    
    
    
    
    42Deferred income taxes
    
    
    
    
    
    
    782Non-current liabilities held for sale
    
    
    
    
    
    
    1,412Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; 50,000 shares
authorized; 23,377 and 23,316 shares issued and
outstanding at February 28, 2009 and February 29,
2008, respectively
    
    
    233
    
    
    
    233Additional paid-in capital
    
    
    51,317
    
    
    
    51,283Retained deficit
    
    
    (35,941
    )
    
    
    (28,828
    )Deferred stock compensation
    
    
    (75
    )
    
    
    (93
    )Accumulated other comprehensive income
    
    
    
    
    
    
    2,70815,534
    
    
    
    25,303Unearned ESOP shares
    
    
    
    
    
    
    (707
    )Total stockholders equity
    
    
    15,534
    
    
    
    24,596$
    20,566
    
    
    $
    45,792
   F-2




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 Years EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Net sales
    
    $
    28,621
    
    
    $
    63,705Cost of sales
    
    
    27,071
    
    
    
    60,654Gross profit
    
    
    1,550
    
    
    
    3,051Selling
    
    
    4,046
    
    
    
    9,104General and administrative
    
    
    9,821
    
    
    
    9,517Research and development
    
    
    1,564
    
    
    
    1,887ESOP contribution expense
    
    
    179
    
    
    
    235Gain on brand sales
    
    
    (5,666
    )
    
    
    Restructuring costs
    
    
    2,220
    
    
    
    365Impairment of acquisition related intangible assets and goodwill
    
    
    116
    
    
    
    1,593Operating loss
    
    
    (10,730
    )
    
    
    (19,650
    )Interest expense, net
    
    
    207
    
    
    
    1,085Loss before income taxes
    
    
    (10,937
    )
    
    
    (20,735
    )Income tax benefit
    
    
    (2,025
    )
    
    
    (1,525
    )Loss from continuing operations
    
    
    (8,912
    )
    
    
    (19,210
    )Income from discontinued operations, net of tax
    
    
    1,799
    
    
    
    1,489Net loss
    
    $
    (7,113
    )
    
    $
    (17,721
    )Loss from continuing operations per share  basic and diluted
    
    $
    (0.38
    )
    
    $
    (0.88
    )Income from discontinued operations, net of tax per sharebasic
and diluted
    
    $
    0.08
    
    
    $
    0.07Net loss per sharebasic and diluted
    
    $
    (0.30
    )
    
    $
    (0.81
    )Weighted average common shares outstandingbasic and diluted
    
    
    23,370
    
    
    
    21,841
   F-3




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands)
 AccumulatedAdditional
    
    
    Other
    
    
    DeferredCommon Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Stock
    
    
    Retained
    
    
    UnearnedShares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Compensation
    
    
    Deficit
    
    
    ESOP Shares
    
    
    Total(In thousands, Shares and US Dollars)BALANCE AT FEBRUARY 28, 2007
    
    
    20,086
    
    
    
    201
    
    
    
    45,104
    
    
    
    1,580
    
    
    
    (148
    )
    
    
    (11,096
    )
    
    
    (1,165
    )
    
    
    34,476Release of ESOP shares
    
    
    
    
    
    
    
    
    
    
    (224
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    458
    
    
    
    234Private placement of common stock
    
    
    3,158
    
    
    
    32
    
    
    
    5,787
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,819Vested restricted stock
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeiture of restricted stock
    
    
    
    
    
    
    
    
    
    
    (163
    )
    
    
    
    
    
    
    163
    
    
    
    
    
    
    
    
    
    
    
    Stock option compensation
    
    
    
    
    
    
    
    
    
    
    551
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    551Issuance of restricted stock
    
    
    
    
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    (228
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    120FIN 48 Adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Comprehensive income (loss):Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,128
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,128Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,721
    )
    
    
    
    
    
    
    (17,721
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,628
    )BALANCE AT FEBRUARY 29, 2008
    
    
    23,316
    
    
    
    233
    
    
    
    51,283
    
    
    
    2,708
    
    
    
    (93
    )
    
    
    (28,828
    )
    
    
    (707
    )
    
    
    24,596Release of ESOP shares
    
    
    
    
    
    
    
    
    
    
    (528
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    707
    
    
    
    179Vested restricted stock
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Stock option compensation
    
    
    
    
    
    
    
    
    
    
    562
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    562Amortization of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    14Comprehensive income (loss):Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,733
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,733
    )Currency translation adjustment recognized on sale of Meade Europe
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (975
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (975
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,113
    )
    
    
    
    
    
    
    (7,113
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,821
    )BALANCE AT FEBRUARY 28, 2009
    
    
    23,334
    
    
    $
    233
    
    
    $
    51,317
    
    
    $
    
    
    
    $
    (75
    )
    
    $
    (35,941
    )
    
    $
    
    
    
    $
    15,534
   F-4




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Years EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (7,113
    )
    
    $
    (17,721
    )Income from discontinued operations, net of tax
    
    
    1,799
    
    
    
    1,489Loss from continuing operations
    
    
    (8,912
    )
    
    
    (19,210
    )Adjustments to reconcile loss from continuing operations
to net cash used in operating activities:Gain on brand sales
    
    
    (5,666
    )
    
    
    Inventory impairment
    
    
    
    
    
    
    3,376Goodwill impairment
    
    
    
    
    
    
    1,593Impairment of acquisition-related intangibles
    
    
    116
    
    
    
    Depreciation and amortization
    
    
    848
    
    
    
    1,390ESOP contribution
    
    
    179
    
    
    
    234Allowance for doubtful accounts
    
    
    82
    
    
    
    (469
    )Deferred income taxes
    
    
    (1,155
    )
    
    
    (1,536
    )Stock-based compensation
    
    
    562
    
    
    
    551Deferred rent amortization
    
    
    (42
    )
    
    
    (153
    )Loss on disposal of fixed assets
    
    
    
    
    
    
    357Changes in assets and liabilities:Accounts receivable
    
    
    3,252
    
    
    
    1,934Inventories
    
    
    3,828
    
    
    
    121Prepaid expenses and other current assets
    
    
    (68
    )
    
    
    (65
    )Other assets
    
    
    48
    
    
    
    (154
    )Accounts payable
    
    
    (6,669
    )
    
    
    (2,656
    )Accrued liabilities
    
    
    (2,365
    )
    
    
    (1,277
    )Net cash used in operating activities
    
    
    (15,962
    )
    
    
    (15,964
    )Cash flows from investing activities:Proceeds from sale of Meade Europe
    
    
    12,404
    
    
    
    Proceeds from brand sales
    
    
    15,250
    
    
    
    Capital expenditures
    
    
    (195
    )
    
    
    (627
    )Investment in restricted cash
    
    
    (700
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    26,759
    
    
    
    (627
    )Cash flows from financing activities:Net proceeds from private placement of common stock
    
    
    
    
    
    
    5,811Net borrowings (payments) under bank lines of credit
    
    
    (5,877
    )
    
    
    5,016Payments under capital lease obligations
    
    
    
    
    
    
    (20
    )Net cash (used in) provided by financing activities
    
    
    (5,877
    )
    
    
    10,807Cash flows from discontinued operations
    
    
    
    
    
    
    6,391Net increase in cash
    
    
    4,920
    
    
    
    607Cash at beginning of year
    
    
    970
    
    
    
    363Cash at end of year
    
    $
    5,890
    
    
    $
    970Supplemental disclosures of cash flow information:Interest paid
    
    $
    207
    
    
    $
    1,085Income taxes
    
    $
    
    
    
    $
    
   F-5




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##### Table of Contents



MEADE
INSTRUMENTS CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. The Company and Operations
    2. Liquidity
      F-6




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##### Table of Contents



MEADE
INSTRUMENTS CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           F-7




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##### Table of Contents



MEADE
INSTRUMENTS CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Current Ratio:Current assets
    
    
    18,526
    
    
    
    35,940
    
    
    
    42,225
    
    
    
    59,165Current liabilities
    
    
    5,032
    
    
    
    18,960
    
    
    
    17,836
    
    
    
    17,340Current ratio
    
    
    3.68
    
    
    
    1.90
    
    
    
    2.37
    
    
    
    3.41Quick Ratio:Current assets
    
    
    18,526
    
    
    
    35,940
    
    
    
    42,225
    
    
    
    59,165Inventories, net
    
    
    (8,895
    )
    
    
    (18,059
    )
    
    
    (25,289
    )
    
    
    (34,359
    )Quick assets
    
    
    9,631
    
    
    
    17,881
    
    
    
    16,936
    
    
    
    24,806Current liabilities
    
    
    5,032
    
    
    
    18,960
    
    
    
    17,836
    
    
    
    17,340Quick ratio
    
    
    1.91
    
    
    
    0.94
    
    
    
    0.95
    
    
    
    1.43Debt to Equity Ratio:Total liabilities
    
    
    5,032
    
    
    
    21,196
    
    
    
    20,653
    
    
    
    20,512Total equity
    
    
    15,534
    
    
    
    24,596
    
    
    
    34,476
    
    
    
    51,728Debt to equity ratio
    
    
    0.32
    
    
    
    0.86
    
    
    
    0.60
    
    
    
    0.40
  3. Discontinued Operations
  Accounting for the Impairment or Disposal of
Long-Lived Assets
   F-8




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Years EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008Net sales
    
    $
    29,658
    
    
    $
    39,032Cost of sales
    
    
    19,903
    
    
    
    28,680Gross profit
    
    
    9,755
    
    
    
    10,352Operating
expenses
    
    
    5,790
    
    
    
    6,010Operating income from discontinued operations
    
    
    3,965
    
    
    
    4,342Loss on sale of Meade Europe
    
    
    763
    
    
    
    Interest expense, net
    
    
    96
    
    
    
    214Income from discontinued operations before income taxes
    
    
    3,106
    
    
    
    4,128Provision for income taxes
    
    
    1,307
    
    
    
    2,639Income from discontinued operations, net of tax
    
    $
    1,799
    
    
    $
    1,489
  February 29,2008Current assets:Cash
    
    $
    3,331Accounts receivable, net
    
    
    2,602Inventories, net
    
    
    4,600Prepaid expenses and other current assets
    
    
    82Current assets held for sale
    
    $
    10,615Non-current assets:Property and equipment, net
    
    $
    2,656Goodwill
    
    
    1,548Non-current assets held for sale
    
    $
    4,204Current liabilities:Current portion of long-term debt
    
    $
    213Accounts payable
    
    
    874Accrued liabilities
    
    
    1,931Income taxes payable
    
    
    451Current liabilities held for sale
    
    $
    3,469Non-current liabilities:Long-term debt
    
    $
    936Deferred income taxes
    
    
    476Non-current liabilities held for sale
    
    $
    1,412
  F-9




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 4. Gain on Brand Sales
   Accounting for the Impairment or Disposal of Long-Lived Assets
 5. Restructuring Costs and Inventory Write Downs
  EmployeeTermination
    
    
    FacilityBenefits
    
    
    Closure
    
    
    TotalAccrued restructuring costs at February 28, 2007
    
    $
    
    
    
    $
    
    
    
    $
    Fiscal 2008 reduction in force
    
    
    0.4
    
    
    
    
    
    
    
    0.40.4
    
    
    
    
    
    
    
    0.4Payments
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )Accrued restructuring costs at February 29, 2008
    
    
    0.2
    
    
    
    
    
    
    
    0.2Chief Executive Officer Severance
    
    
    0.4
    
    
    
    
    
    
    
    0.4Chief Financial Officer Severance
    
    
    0.3
    
    
    
    
    
    
    
    0.3Fiscal 2009 reduction in force
    
    
    0.4
    
    
    
    
    
    
    
    0.4Lease termination
    
    
    
    
    
    
    1.2
    
    
    
    1.21.3
    
    
    
    1.2
    
    
    
    2.5Payments
    
    
    (1.0
    )
    
    
    (0.5
    )
    
    
    (1.5
    )Accrued restructuring costs at February 28, 2009
    
    $
    0.3
    
    
    $
    0.7
    
    
    $
    1.0
      F-10




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Amount(in
millions)May 1, 2009
    
    $
    0.2August 1, 2009
    
    
    0.2November 1, 2009
    
    
    0.3Total
    
    $
    0.7
    Accounting for
Costs Associated with Exit or Disposal Activities
  F-11




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  6. Summary of Significant Accounting Policies
 Basis of presentation and consolidation
   Revenue recognition
 Revenue Recognition in Financial Statements
 Foreign currency
  Allowance for doubtful accounts
   F-12




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Inventories
  Property and equipment
  Goodwill and acquisition-related intangible assets
 Business Combinations Goodwill and Other Intangible Assets
    F-13




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Income taxes
 Accounting for Income Taxes
   Shipping and handling costs
  Advertising
   F-14




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Research and development
  Earnings (loss) per share
   Comprehensive income (loss)
  Concentration of credit risk
  Fair value of financial instruments
   F-15




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Derivative Instruments and Hedging Activities
        F-16




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Use of estimates in the preparation of consolidated financial statements
  Product warranties
 ® ®
 February 28,
    
    
    February 29,2009
    
    
    2008(In thousands)Beginning balance
    
    $
    1,066
    
    
    $
    859Warranty accrual
    
    
    98
    
    
    
    1,058Labor and material usage
    
    
    (179
    )
    
    
    (851
    )Ending balance
    
    $
    985
    
    
    $
    1,066
 Stock-based compensation
 Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Accounting for Stock-Based CompensationTransition and Disclosure
  F-17




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   February 28,
    
    
    February 29,2009
    
    
    2008Expected life (years)(1)
    
    
    3.8
    
    
    
    3.8Expected volatility(2)
    
    
    89
    %
    
    
    69
    %Risk-free interest rate(3)
    
    
    1.4
    %
    
    
    4.3
    %Expected dividends
    
    None
    
    
    None
 
 (1)
    
    The option term was determined using the simplified method for estimating expected option
life, which qualify as plain-vanilla options.(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.  Recent accounting pronouncements
  Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets
  F-18




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   
  Business Combinations
 Noncontrolling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51 noncontrolling interests
 7. Bank and other debt
     F-19




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  8. Goodwill and Intangible Assets
  Amortization
    
    
    February 28, 2009
    
    
    February 29, 2008Periods
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    Accumulated(In Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Acquisition-related
intangible assets:Brand names
    
    
    none
    
    
    $
    
    
    
    $
    
    
    
    $
    2,041
    
    
    $
    Customer relationships
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    1,390
    
    
    
    (695
    )Trademarks
    
    
    7-15
    
    
    
    424
    
    
    
    (254
    )
    
    
    1,938
    
    
    
    (1,571
    )Completed technologies
    
    
    12
    
    
    
    1,620
    
    
    
    (573
    )
    
    
    1,620
    
    
    
    (377
    )Other
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    56
    
    
    
    (56
    )Total
acquisition-related
intangible assets
    
    
    
    
    
    $
    2,044
    
    
    $
    (827
    )
    
    $
    7,045
    
    
    $
    (2,699
    )
  F-20




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Non-amortizing
    
    
    Amortizingintangible assets
    
    
    intangible assets(In thousands)Balance, net, February 28, 2007
    
    $
    3,634
    
    
    $
    2,641Goodwill impairment
    
    
    (1,593
    )
    
    
    Amortization
    
    
    
    
    
    
    (336
    )Balance, net, February 29, 2008
    
    
    2,041
    
    
    
    2,305Sale of brand names
    
    
    (2,041
    )
    
    
    (660
    )Impairment of acquisition-related intangibles
    
    
    
    
    
    
    (116
    )Amortization
    
    
    
    
    
    
    (312
    )Balance, net, February 28, 2009
    
    $
    
    
    
    $
    1,217
  AmountsFiscal Year
    
    (In thousands)2010
    
    $
    1972011
    
    
    1972012
    
    
    1972013
    
    
    1972014
    
    
    197Thereafter
    
    
    232Total
    
    $
    1,217
 9. Commitments and Contingencies
    F-21




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  AmountFiscal Year
    
    (in thousands)2010
    
    $
    6162011
    
    
    5662012
    
    
    5822013
    
    
    5452014
    
    
    287$
    2,596
   10. Employee Stock Ownership Plan
  11. Income Taxes
  Years EndedFebruary 28, 2009
    
    
    February 29, 2008(In thousands)Domestic
    
    $
    (10,937
    )
    
    $
    (20,735
    )Foreign
    
    
    
    
    
    
    $
    (10,937
    )
    
    $
    (20,735
    )
  F-22




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Years EndedFebruary 28, 2009
    
    
    February 29, 2008(In thousands)Current:Federal
    
    $
    (1,122
    )
    
    $
    (1,403
    )State
    
    
    (121
    )
    
    
    (154
    )Foreign
    
    
    
    
    
    
    (1,243
    )
    
    
    (1,557
    )Deferred:Federal
    
    
    (3,375
    )
    
    
    (4,969
    )State
    
    
    (1,750
    )
    
    
    (756
    )Foreign
    
    
    
    
    
    
    Deferred tax asset valuation allowance
    
    
    4,343
    
    
    
    5,757(782
    )
    
    
    32$
    (2,025
    )
    
    $
    (1,525
    )
  Years EndedFebruary 28, 2009
    
    
    February 29, 2008Federal income tax rate
    
    
    34.0
    %
    
    
    34.0
    %State income taxes, net of federal income tax benefit
    
    
    1.7
    
    
    
    0.8Foreign income
    
    
    
    
    
    
    Research and development credits
    
    
    0.4
    
    
    
    0.3Stock-based compensation
    
    
    1.6
    
    
    
    0.4Goodwill impairment
    
    
    (0.8
    )
    
    
    FAS 123R expense
    
    
    (3.0
    )
    
    
    Valuation allowance
    
    
    (14.8
    )
    
    
    (28.3
    )Other
    
    
    (0.7
    )
    
    
    0.218.5
    %
    
    
    7.4
    %
   F-23




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,
    
    
    February 29,2009
    
    
    2008(In thousands)Sales returns
    
    $
    684
    
    
    $
    963Inventory and accounts receivable
    
    
    1,952
    
    
    
    1,713Accrued liabilities
    
    
    177
    
    
    
    580Intangibles
    
    
    625
    
    
    
    (943
    )Credits
    
    
    5,133
    
    
    
    5,148Fixed assets
    
    
    1,142
    
    
    
    975Stock-based compensation
    
    
    519
    
    
    
    762Other
    
    
    3
    
    
    
    Net operating losses
    
    
    19,800
    
    
    
    13,348Total deferred tax assets
    
    
    30,035
    
    
    
    22,546Less valuation allowance
    
    
    (30,035
    )
    
    
    (23,328
    )$
    
    
    
    $
    (782
    )
       F-24




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,
    
    
    February 29,2009
    
    
    2008Unrecognized tax benefit beginning balance
    
    $
    0.2
    
    
    $
    0.2Additions based on tax positions related to the current year
    
    
    
    
    
    
    Deductions based on tax positions related to the current year
    
    
    
    
    
    
    Additions for tax positions of prior year
    
    
    
    
    
    
    Deductions for tax positions of prior year
    
    
    
    
    
    
    Deductions due to settlements with taxing authorities
    
    
    
    
    
    
    Deductions due to expiration of statute of limitations
    
    
    (0.1
    )
    
    
    Unrecognized tax benefits ending balance
    
    $
    0.1
    
    
    $
    0.2
  12. Business Segments, Geographic Data and Major Customers
  Years EndedFebruary 28, 2009
    
    
    February 29, 2008(In thousands)Product sales:Telescope and telescope accessories
    
    $
    24,160
    
    
    $
    43,137Binoculars
    
    
    1,433
    
    
    
    4,814Riflescopes
    
    
    2,293
    
    
    
    12,564Other
    
    
    735
    
    
    
    3,190$
    28,621
    
    
    $
    63,705
 Years EndedFebruary 28, 2009
    
    
    February 29, 2008(In thousands)Geographic dataproduct sales:North America
    
    $
    22,577
    
    
    $
    51,707Germany
    
    
    1,644
    
    
    
    4,198Other foreign/export
    
    
    4,400
    
    
    
    7,800$
    28,621
    
    
    $
    63,705
  F-25




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   13. Stock Incentive Plan
    WeightedAverageOption Shares
    
    
    Exercise PriceOptions outstanding at February 28, 2007
    
    
    2,741
    
    
    $
    3.88Granted
    
    
    835
    
    
    
    2.31Forfeited
    
    
    (1,621
    )
    
    
    4.11Options outstanding at February 28, 2008
    
    
    1,955
    
    
    
    3.02Granted
    
    
    30
    
    
    
    0.75Forfeited
    
    
    (570
    )
    
    
    2.60Options outstanding at February 29, 2009
    
    
    1,415
    
    
    $
    3.13
  F-26




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 At February 28, 2009Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedNumber of
    
    
    Remaining
    
    
    Average
    
    
    Number of
    
    
    AverageOptions
    
    
    Contractual
    
    
    Exercise
    
    
    Options
    
    
    ExerciseExercise Prices
    
    (In thousands)
    
    
    Life
    
    
    Price
    
    
    (In thousands)
    
    
    Price$0.75  $2.50
    
    
    613
    
    
    4.0 years
    
    $
    2.25
    
    
    
    172
    
    
    $
    2.27$2.51  $2.99
    
    
    623
    
    
    6.9 years
    
    $
    2.87
    
    
    
    349
    
    
    $
    2.87$3.00  $3.99
    
    
    79
    
    
    5.2 years
    
    $
    3.16
    
    
    
    79
    
    
    $
    3.16$4.00  $9.99
    
    
    77
    
    
    1.3 years
    
    $
    6.16
    
    
    
    77
    
    
    $
    6.08$10.00  $27.75
    
    
    23
    
    
    1.2 years
    
    $
    21.94
    
    
    
    23
    
    
    $
    21.941,415
    
    
    
    
    
    
    
    
    
    
    
    700
       F-27




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 14. Composition of Certain Balance Sheet Accounts
  February 28,
    
    
    February 29,2009
    
    
    2008(In thousands)Raw materials
    
    $
    4,824
    
    
    $
    3,418Work in process
    
    
    2,399
    
    
    
    2,335Finished goods
    
    
    1,672
    
    
    
    12,306$
    8,895
    
    
    $
    18,059
  February 28,
    
    
    February 29,2009
    
    
    2008(In thousands)Molds and dies
    
    $
    7,020
    
    
    
    7,012Machinery and equipment
    
    
    4,873
    
    
    
    6,305Furniture and fixtures
    
    
    357
    
    
    
    323Autos and trucks
    
    
    199
    
    
    
    179Leasehold improvements
    
    
    138
    
    
    
    1,22112,587
    
    
    
    15,040Less accumulated depreciation and amortization
    
    
    (11,922
    )
    
    
    (13,979
    )$
    665
    
    
    $
    1,061
   February 28,
    
    
    February 29,2009
    
    
    2008(In thousands)Salaries, wages, bonuses and other associated payroll costs
    
    $
    511
    
    
    $
    635Warranty costs
    
    
    985
    
    
    
    1,066Freight expenses
    
    
    278
    
    
    
    635Advertising and marketing expenses
    
    
    15
    
    
    
    279Professional fees
    
    
    108
    
    
    
    201Customer deposits
    
    
    349
    
    
    
    388Other
    
    
    384
    
    
    
    634$
    2,630
    
    
    $
    3,838
  F-28




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##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 15. Subsequent Events
       F-29




---



##### Table of Contents



SIGNATURES
   MEADE INSTRUMENTS CORP.By:
    /s/Steven G. MurdockSteven G. MurdockChief Executive Officer(Principal Executive Officer)  Signature
    
    Title
    
    Date/s/ Steven G. Murdock

Steven G. Murdock
    
    Director, Chief
Executive Officer 
(Principal
Executive Officer)
    
    June 15, 2009/s/ John A. Elwood

John A. Elwood
    
    Senior Vice PresidentFinance
and Administration,
Chief Financial Officer (Principal
Financial and Accounting Officer)
    
    June 15, 2009/s/ Timothy C. McQuay

Timothy C. McQuay
    
    Director and Chairman of the
Board
    
    June 15, 2009/s/ Frederick H. Schneider, Jr.

Frederick H. Schneider, Jr.
    
    Director
    
    June 15, 2009/s/ Paul D. Sonkin

Paul D. Sonkin
    
    Director
    
    June 15, 2009/s/ Michael R. Haynes

Michael R. Haynes
    
    Director
    
    June 15, 2009




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##### Table of Contents



IIVALUATION AND QUALIFYING ACCOUNTS
(In thousands)
 Balance AtBeginning of
    
    
    Charged to Costs
    
    
    
    
    
    
    Balance At EndAllowance for Doubtful Accounts
    
    Period
    
    
    and Expenses
    
    
    Deductions(1)
    
    
    of PeriodYear ended February 29, 2008
    
    $
    820
    
    
    $
    (215
    )
    
    $
    157
    
    
    $
    448Year ended February 28, 2009
    
    $
    448
    
    
    $
    77
    
    
    $
    4
    
    
    $
    521
 Balance AtBeginning of
    
    
    Charged to Costs
    
    
    
    
    
    
    Balance At EndReserves for Excess and Obsolete Inventories
    
    Period
    
    
    and Expenses
    
    
    Deductions(2)
    
    
    of PeriodYear ended February 29, 2008
    
    $
    4,788
    
    
    $
    4,853
    
    
    $
    2,614
    
    
    $
    7,027Year ended February 28, 2009
    
    $
    7,027
    
    
    $
    (525
    )
    
    $
    3,089
    
    
    $
    3,413
 
 (1)
    
    Principally recoveries and write-off of delinquent accounts(2)
    
    Principally sale or destruction of previously reserved inventory




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##### Table of Contents



EXHIBIT INDEX
 IncorporationExhibit
    
    Description
    
    Reference3.1
    
    

Certificate
of Incorporation of Meade Instruments Corp. (Company), as amended
    
    (c)3.4
    
    
    Certificate of Amendment of Certificate of Incorporation of
Meade Instruments Corp.
    
    (j)3.7
    
    
    Second Amended and Restated Bylaws of the Company3.10
    
    
    Certificate of Amendment of Certificate of Incorporation of
Meade Instruments Corp.
    
    (hh)4.1
    
    
    Specimen Stock Certificate
    
    (d)4.5
    
    
    Registration Rights Agreement dated August 24, 2007 by and among
Meade Instruments Corp. and the Investors listed therein.
    
    (jj)10.7
    
    
    Industrial Lease (Single Tenant; Net; Stand-Alone), dated
December 20, 1996, between the Company and The Irvine Company
    
    (a)10.24
    
    
    Celtic Master Lease, dated as of February 23, 1995, between the
Company and Celtic Leasing Corp.
    
    (b)10.35
    
    
    Form Indemnification Agreement between the Company and each
member of the Board of Directors and certain executive officers
of the Company
    
    (e)10.43
    
    
    Lease Agreement, dated as of August 16, 1999, as amended, by and
among Refugio Geffroy De Flourie, Meade Instruments Mexico, S.
De R. L. De C.V. and Meade Instruments Holding Corp.
    
    (i)10.47
    
    
    Amended and Restated Credit Agreement, dated as of October 25,
2002, by and among Bank of America, N.A., as the Lender, and
Meade Instruments Corp. and Simmons Outdoor Corporation, as the
Borrowers (excluding Exhibits and Schedules thereto)
    
    (o)10.54
    
    
    First Amendment to Amended and Restated Credit Agreement dated
October 27, 2003
    
    (p)10.56
    
    
    Settlement Agreement, effective May 10, 2004, between Meade
Instruments Corp. on the one hand, and Celestron Acquisition,
LLC and James Feltman, on the other (excluding Exhibits thereto)
    
    (q)10.57
    
    
    Second Amendment to Amended and Restated Credit Agreement, dated
July 9, 2004
    
    (r)10.58
    
    
    Asset Purchase Agreement, dated as of October 20, 2004, by and
between Coronado Technology Group, L.L.C., an Arizona limited
liability company, together with Geraldine Hogan, David Lunt,
Jordan Frazier, Andrew G. Lunt, and Nicholas J. Ilka on the one
hand, and Meade Instruments Corp., a Delaware corporation and
Coronado, Inc., a California corporation, on the other
    
    (s)10.59
    
    
    First Amendment to Asset Purchase Agreement, dated as of
December 1, 2004, by and between Coronado Technology Group,
L.L.C., .an Arizona limited liability company, together with
Geraldine Hogan, David Lunt, Jordan Frazier, Andrew G. Lunt, and
Nicholas J. Ilka on the one hand, and Meade Instruments Corp., a
Delaware corporation and Coronado, Inc., a California
corporation and wholly-owned subsidiary of Meade that
subsequently changed its name to Coronado Instruments, Inc., a
California corporation, on the other (excluding Schedules and
Exhibits)
    
    (t)




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##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.60
    
    
    Third Amendment to Amended and Restated Credit Agreement, dated
December 15, 2004, and entered into by and among Bank of
America, N.A. and Meade Instruments Corp., a Delaware
corporation, Simmons Outdoor Corp., a Delaware corporation, and
Coronado Instruments, Inc., a California corporation
    
    (u)10.63+
    
    
    Meade Instruments Corp. 1997 Stock Incentive Plan, as amended
    
    (ee)10.64+
    
    
    Form Employment Agreement between the Company and executive
officers of the Company
    
    (ee)10.65+
    
    
    Form Non-Qualified Stock Option Agreement between the Company
and recipients of non-qualified options granted pursuant to the
Meade Instruments Corp. 1997 Stock Incentive Plan, as amended
    
    (ee)10.66+
    
    
    Form Non-Qualified Stock Option Agreement between the Company
and non-employee directors of the Company receiving options
granted pursuant to Section 8 of the Meade Instruments Corp. 1997
Stock Incentive Plan, as amended
    
    (ee)10.67+
    
    
    Form Restricted Stock Agreement by and between the Company and
recipients of restricted shares of the Companys Common Stock
granted pursuant to the Companys 1997 Stock Incentive Plan, as
amended
    
    (ee)10.68+
    
    
    Fourth Amendment to Amended and Restated Credit Agreement, dated
May 27, 2005, and entered into by and among Bank of America,
N.A. and Meade Instruments Corp., a Delaware corporation,
Simmons Outdoor Corp., a Delaware corporation, and Coronado
Instruments, Inc., a California corporation
    
    (v)10.69
    
    
    Fifth Amendment to Amended and Restated Credit Agreement, dated
October 12, 2005, and entered into by and among Bank of America,
N.A. and Meade Instruments Corp., a Delaware corporation,
Simmons Outdoor Corp., a Delaware corporation, and Coronado
Instruments, Inc., a California corporation
    
    (w)10.70
    
    
    Form Non-Qualified Stock Option Agreement between the Company
and recipients of non-qualified options granted pursuant to the
Meade Instruments Corp. 2008 Stock Incentive Plan10.71
    
    
    Form Non-Qualified Stock Option Agreement between the Company
and non-employee directors of the Company receiving options
granted pursuant to Section 8 of the Meade Instruments Corp. 2008
Stock Incentive Plan10.72
    
    
    Form Restricted Stock Agreement by and between the Company and
recipients of restricted shares of the Companys Common Stock
granted pursuant to the Companys 2008 Stock Incentive Plan10.77+
    
    
    Settlement Agreement, dated June 13, 2006, and entered into by
and among, on the one hand, Hummingbird Value Fund, L.P.,
Hummingbird Management, LCC, Hummingbird Microcap Value Fund,
L.P., Hummingbird Capital, LCC, Hummingbird Concentrated Fund,
L.P., Summit Street Value Fund, L.P., Summit Street Management,
LLC, Summit Street Capital, LLC, Monarch Activist Partners L.P.,
Chadwick Capital Management, LLC, Sohail Malad, Arthur T.
Williams, III, Jennifer A. Wallace, Paul D. Sonkin, and James
Chadwick (the Investor Group) and on the other hand, Meade
Instruments Corp.
    
    (z)10.78
    
    
    Sixth Amendment to Amended and Restated Credit Agreement, dated
June 13, 2006, and entered into by and among Bank of America,
N.A. and Meade Instruments Corp., a Delaware corporation,
Simmons Outdoor Corp., a Delaware corporation, and Coronado
Instruments, Inc., a California corporation
    
    (z)10.79
    
    
    Seventh Amendment to Amended and Restated Credit Agreement,
dated July 31, 2006, and entered into by and among Bank of
America, N.A. and Meade Instruments Corp., a Delaware
corporation, Simmons Outdoor Corp., a Delaware corporation, and
Coronado Instruments, Inc., a California corporation
    
    (aa)10.81
    
    
    Eighth Amendment to Amended and Restated Credit Agreement, dated
September 29, 2006, and entered into by and among Bank of
America, N.A. and Meade Instruments Corp., a Delaware
corporation, Simmons Outdoor Corp., a Delaware corporation, and
Coronado Instruments, Inc., a California corporation
    
    (bb)




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##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.83
    
    
    Ninth Amendment to Amended and Restated Credit Agreement, dated
October 31, 2006, and entered into by and among Bank of America,
N.A. and Meade Instruments Corp., a Delaware corporation,
Simmons Outdoor Corp., a Delaware corporation, and Coronado
Instruments, Inc., a California corporation
    
    (cc)10.84
    
    
    Buyers Agency Agreement, dated as of November 2, 2006, by and
between Meade Instruments Corp., a Delaware corporation, and
ThreeSixty Sourcing Ltd., a Hong Kong corporation
    
    (dd)10.85
    
    
    Tenth Amendment to Amended and Restated Credit Agreement, by and
among Bank of America, N.A., as lender, and Meade Instruments
Corp., a Delaware corporation, Simmons Outdoor Corp., a Delaware
corporation, and Coronado Instruments, Inc., a California
corporation
    
    (ff)10.86
    
    
    First Amendment to The Irvine Company Lease, dated December 20,
2006, by and between Meade Instruments Corp., a Delaware
corporation, and the Irvine Company, a Delaware limited
liability company
    
    (gg)10.91
    
    
    Eleventh Amendment to Amended and Restated Credit Agreement, by
and among Bank of America, N.A., as lender, and Meade
Instruments Corp., a Delaware corporation, Simmons Outdoor
Corp., a Delaware corporation, and Coronado Instruments, Inc., a
California corporation
    
    (ii)10.92+
    
    
    Restricted Stock Award Agreement, dated June 1, 2007, by and
between Meade Instruments Corp. and Steven L. Muellner
    
    (jj)10.93
    
    
    Loan Agreement, dated July 11, 2007, by and between Meade
Instruments Europe GmbH & Co. KG, a wholly-owned subsidiary of
Meade Instruments Corp. and VR-Bank Westmunsterland eG
(translated from original German version)
    
    (kk)10.94+
    
    
    Form Executive Officer Employment Agreement, entered into as of
July 13, 2007, by and between Meade Instruments Corp. and the
following executive officers of the Company: Steven L. Muellner,
President and Chief Executive Officer; Paul E. Ross, Senior Vice
President  Finance and Chief Financial Officer; Robert L.
Davis, Senior Vice President  Sales; and Donald W. Finkle,
Senior Vice President  Operations
    
    (kk)10.95+
    
    
    Form Performance Share Award Agreement, entered into as of July
13, 2007, by and between Meade Instruments Corp. and the
following executive officers of the Company: Steven L. Muellner,
President and Chief Executive Officer; Paul E. Ross, Senior Vice
President  Finance and Chief Financial Officer; Robert L.
Davis, Senior Vice President  Sales; and Donald W. Finkle,
Senior Vice President  Operations
    
    (kk)10.96
    
    
    Purchase Agreement dated August 24, 2007 by and among Meade
Instruments Corp. and the Investors listed therein
    
    (ll)10.97
    
    
    Limited Waiver Agreement dated October 11, 2007, by and among
Bank of America, N.A., as lender, and Meade Instruments Corp., a
Delaware corporation, Simmons Outdoor Corp., a Delaware
corporation, and Coronado Instruments, Inc., a California
corporation
    
    (mm)10.100
    
    
    Amendment to Limited Waiver Agreement dated as of November 9,
2007 by and among Bank of America, N.A., Meade Instruments
Corp., Simmons Outdoor Corp. and Coronado Instruments, Inc.
    
    (nn)10.101
    
    
    Twelfth Amendment to Amended and Restated Credit Agreement dated
as of November 16, 2007 by and among Bank of America, N.A.,
Meade Instruments Corp., Simmons Outdoor Corp. and Coronado
Instruments, Inc.
    
    (oo)




---



##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.102+
    
    
    Executive Retention Agreement, dated as of January 10, 2008, by
and between Meade Instruments Corp., and Steven L. Muellner
    
    (pp)10.103+
    
    
    Executive Retention Agreement, dated as of January 10, 2008, by
and between Meade Instruments Corp., and Paul E. Ross
    
    (pp)10.104+
    
    
    Executive Retention Agreement, dated as of January 20, 2008, by
and between Meade Instruments Corp., and Robert L. Davis
    
    (pp)10.105+
    
    
    Executive Retention Agreement, dated as of January 20, 2008, by
and between Meade Instruments Corp., and Donald W. Finkle
    
    (pp)10.106
    
    
    Thirteenth Amendment to Amended and Restated Credit Agreement
dated as of April 9, 2008 by and among Bank of America, N.A.,
Meade Instruments Corp., Simmons Outdoor Corp. and Coronado
Instruments, Inc.
    
    (qq)10.107
    
    
    Fourteenth Amendment to Amended and Restated Credit Agreement
dated as of April 17, 2008 by and among Bank of America, N.A.,
Meade Instruments Corp., Simmons Outdoor Corp. and Coronado
Instruments, Inc.
    
    (rr)10.108+
    
    
    Bonus Agreement dated as of April 17, 2008 by and between Meade
Instruments Corp. and Robert Davis
    
    (ss)10.109
    
    
    Fifteenth Amendment to Amended and Restated Credit Agreement
dated as of June 12, 2008 by and among Bank of America, N.A.,
Meade Instruments Corp., Simmons Outdoor Corporation and
Coronado Instruments, Inc.
    
    (tt)10.110
    
    
    Asset Purchase Agreement, dated as of June 12, 2008, by and
among Simmons Outdoor Corporation, a Delaware corporation, and
Bushnell, Inc., a Delaware corporation, and Meade Instruments
Corp., a Delaware corporation
    
    (tt)10.111
    
    
    Sixteenth Amendment to Amended and Restated Credit Agreement
dated as of July 15, 2008 by and among Bank of America, N.A.,
Meade Instruments Corp., Simmons Outdoor Corporation and
Coronado Instruments, Inc.
    
    (uu)10.112
    
    
    Credit Agreement Terms dated as of September 24, 2008 by and
among VR-Bank Westmunsterland eG, Meade Instruments Corp., Meade
Instruments Europe Corp. and Meade Instruments Europe GmbH & Co.
KG
    
    (vv)10.113+
    
    
    Executive Severance Agreement, dated October 2, 2008, by and
between Donald W. Finkle and Meade Instruments Corp.
    
    (ww)10.114+
    
    
    First Amendment to the Executive Retention Agreement, dated as
of November 15, 2008, by and between Meade Instruments Corp. and
Mr. Steven L. Muellner
    
    (xx)10.115+
    
    
    First Amendment to the Executive Retention Agreement, dated as
of November 15, 2008, by and between Meade Instruments Corp. and
Mr. Paul E. Ross
    
    (xx)10.116
    
    
    Limited Consent Agreement dated January 27, 2009 by and among
Bank of America, N.A., Meade Instruments Corp., Simmons Outdoor
Corporation and Coronado Instruments, Inc.
    
    (yy)10.117
    
    
    Purchase Agreement dated January 27, 2009 by and among Meade
Instruments Europe Corp., a California corporation, Bresser
GmbH, a German corporation, Meade Instruments Corp., a Delaware
corporation, Helmut Ebbert, Meade Instruments Europe GmbH & Co.
KG and Meade Instruments Verwaltungs GmbH
    
    (yy)10.118
    
    
    Factoring and Inventory Advances Agreement dated as of
February 6, 2009 between Meade Instruments Corp. and FCC, LLC
    
    (zz)




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##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.119
    
    
    Loan and Security Agreement  Factor Sub Accounts dated as of
February 6, 2009 between Meade Instruments Corp. and FCC, LLC
    
    (aaa)10.120
    
    
    Factoring and Security Agreement  Factor Sub Accounts dated as
of February 6, 2009 between Meade Instruments Corp. and FCC
Factor Subsidiary, LLC
    
    (bbb)10.121+
    
    
    Executive Severance Agreement between Steven L. Muellner and
Meade Instruments Corp. dated February 3, 2009
    
    (ccc)10.122
    
    
    Lease Surrender and Termination Agreement dated as of
February 10, 2009 by and between The Irvine Company and Meade
Instruments Corp.
    
    (ddd)10.123
    
    
    Promissory Note dated as of February 10, 2009 by Meade
Instruments Corp. in favor of The Irvine Company
    
    (ddd)10.124
    
    
    Lease dated as of February 10, 2009 by and between The Irvine
Company and Meade Instruments Corp.
    
    (ddd)10.125+
    
    
    Executive Severance Agreement, dated February 27, 2009, by and
between Paul E. Ross and Meade Instruments Corp.
    
    (eee)10.126+
    
    
    Nonqualified Stock Option Agreement, dated as of March 13, 2009,
by and between Meade Instruments Corp. and Steven G. Murdock
    
    (fff)10.127+
    
    
    Stand-Alone Stock Option Agreement, dated as of March 13, 2009,
by and between Meade Instruments Corp. and Steven G. Murdock
    
    (fff)10.128+
    
    
    Employment Agreement, dated as of April 3, 2009, by and between
Meade Instruments Corp. and Steven G. Murdock
    
    (ggg)16.1
    
    
    Dismissal of PricewaterhouseCoopers as certifying accountant
    
    (x)21.1
    
    
    Subsidiaries of the Registrant23.1
    
    
    Consent of Independent Registered Public Accounting FirmMoss
Adams LLP31.1
    
    
    Sarbanes-Oxley Act Section 302 Certification by Steven G. Murdock31.2
    
    
    Sarbanes-Oxley Act Section 302 Certification by John A. Elwood32.1
    
    
    Sarbanes-Oxley Act Section 906 Certification by Steven G. Murdock32.2
    
    
    Sarbanes-Oxley Act Section 906 Certification by John A. Elwood
 
 
    
    Previously filed with the Securities Exchange Commission as set forth in the following table:+
    
    Management contract or compensatory plan or arrangement.(a)
    
    Incorporated by reference to the Companys Registration Statement on Form S-1 (Registration
No. 333-21123), as filed with the Securities and Exchange Commission on February 4, 1997.(b)
    
    Incorporated by reference to the Companys Amendment No. 1 to Registration Statement on
Form S-1 (Registration No. 333-21123), as filed with the Securities and Exchange Commission on
February 27, 1997.(c)
    
    Incorporated by reference to the Companys Amendment No. 2 to Registration Statement on
Form S-1 (Registration No. 333-21123), as filed with the Securities and Exchange Commission on
March 13, 1997.(d)
    
    Incorporated by reference to the Companys Amendment No. 3 to Registration Statement on
Form S-1 (Registration No. 333-21123), as filed with the Securities and Exchange Commission on
March 25, 1997.(e)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 1998, as filed with the Securities and Exchange Commission on May 29, 1998.(f)
    
    Incorporated by reference to the Companys Registration Statement on Form S-8 relating to the
Companys Employee Stock Ownership Plan, as filed with the Securities and Exchange Commission
on April 16, 1999.




---



##### Table of Contents



(g)
    
    Incorporated by reference to the Companys 1999 Proxy Statement on Schedule 14A, as filed
with the Securities and Exchange Commission on June 8, 1999.(h)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended November 30, 1999, as filed with the Securities and Exchange Commission on
January 14, 2000.(i)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 29, 2000, as filed with the Securities and Exchange Commission on May 29, 2000.(j)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended May 31, 2000, as filed with the Securities and Exchange Commission on July 17,
2000.(k)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 29, 2001, as filed with the Securities and Exchange Commission on May 29, 2001.(l)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended August 31, 2001, as filed with the Securities and Exchange Commission on
October 15, 2001.(m)
    
    Incorporated by reference to the Companys Registration Statement on Form S-8 (Registration
No. 333-86818), relating to the Companys Stock Incentive Plan, as amended, as filed with the
Securities and Exchange Commission on April 24, 2002.(n)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 2002, as filed with the Securities and Exchange Commission on May 29, 2002.(o)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on November 7, 2002.(p)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended November 30, 2003, as filed with the Securities and Exchange Commission on
January 14, 2004.(q)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on July 12, 2004.(r)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended May 31, 2004, as filed with the Securities and Exchange Commission on July 15,
2004.(s)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 21, 2004.(t)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 6, 2004.(u)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 16, 2004.(v)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on May 31, 2005.(w)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 17, 2005.(x)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on March 2, 2006.(y)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on May 4, 2006.(z)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on June 15, 2006.(aa)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on August 1, 2006.(bb)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 2, 2006.




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##### Table of Contents



(cc)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 31, 2006.(dd)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on November 17, 2006.(ee)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 2005, as filed with the Securities and Exchange Commission on May 31, 2005.(ff)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 1, 2006.(gg)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 27, 2006.(hh)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 6, 2007.(ii)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission on June 1, 2007.(jj)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on June 6, 2007.(kk)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on July 17, 2007.(ll)
    
    Incorporated by reference to Exhibit 10.99 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on August 29, 2007.(mm)
    
    Incorporated by reference to Exhibit 10.93 of the Companys Quarterly Report on Form 10-Q, as
filed with the Securities and Exchange Commission on October 15, 2007.(nn)
    
    Incorporated by reference to the Companys Current Report on Form 8-K/A, as filed with the
Securities and Exchange Commission on November 13, 2007.(oo)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on November 21, 2007.(pp)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on January 14, 2008.(qq)
    
    Incorporated by reference to Exhibit 10.102 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on April 10, 2008.(rr)
    
    Incorporated by reference to Exhibit 10.103 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on April 22, 2008.(ss)
    
    Incorporated by reference to Exhibit 10.104 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on April 22, 2008.(tt)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on June 16, 2008.(uu)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on July 16, 2008.(vv)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on September 26, 2008.(ww)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 2, 2008.(xx)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on November 20, 2008.




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##### Table of Contents



(yy)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 2, 2009.(zz)
    
    Incorporated by reference to Exhibit 10.122 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on February 10, 2009.(aaa)
    
    Incorporated by reference to Exhibit 10.123 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on February 10, 2009.(bbb)
    
    Incorporated by reference to Exhibit 10.124 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on February 10, 2009.(ccc)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 5, 2009.(ddd)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 12, 2009.(eee)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on March 5, 2009.(fff)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on March 19, 2009.(ggg)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on April 9, 2009.