##### Table of Contents



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, 2010
 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
(State or Other Jurisdiction of Incorporation or 
Organization)
    
    95-2988062
(I.R.S. Employer Identification No.)27 Hubble, Irvine, California
(Address of Principal Executive Offices)
    
    92618
(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
 Yes o No þ
 þ o
 o o
 o
  Non-accelerated filer o
    
    Large Accelerated filer o
    
    Accelerated filer o
    
    Smaller reporting company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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Table of Contents
 PagePart IItem 1 Business
    
    
    1Item 1A. Risk Factors
    
    
    8Item 2. Properties
    
    
    14Item 3. Legal Proceedings
    
    
    14Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    15Item 6. Selected Financial Data
    
    
    15Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 8. Financial Statements and Supplementary Data
    
    
    22Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    22Item 9A(T). Controls and Procedures
    
    
    22Item 9B. Other Information
    
    
    23Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    24Item 11. Executive Compensation
    
    
    24Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    24Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    24Item 14. Principal Accountant Fees and Services
    
    
    24Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    25CONSOLIDATED FINANCIAL STATEMENTS AND NOTESReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets at February 28, 2010 and February 28, 2009
    
    
    F-2Consolidated Statements of Operations for each of the two years in the period ended February 28, 2010
    
    
    F-3Consolidated Statements of Stockholders Equity for each of the two years in the period ended
February 28, 2010
    
    
    F-4Consolidated Statements of Cash Flows for each of the two years in the period ended February 28, 2010
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6Exhibit 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
  Executive Officers of the Registrant
  Name
    
    Age
    
    PositionSteven G. Murdock
    
    
    58
    
    
    Chief Executive Officer, DirectorJohn A. Elwood
    
    
    39
    
    
    Senior Vice PresidentFinance and Administration, Chief Financial Officer
  7




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##### Table of Contents



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 depend on our key personnel and may have difficulty attracting and retaining skilled
employees.
  5.
    
    We rely on independent contract manufacturers and, as a result, we are exposed to potential
disruptions in product supply.
   6.
    
    Our future success depends upon our ability to respond to changing consumer demands and
successfully develop and market new products.
   9




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7.
    
    Our business and the success of our products could be harmed if we are unable to maintain our
brand image.
 ® ®
 8.
    
    We depend upon a relatively small group of customers for a large portion of our sales.
  9.
    
    Our business could be harmed if we fail to maintain appropriate inventory levels.
  10.
    
    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.
  11.
    
    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.
   10




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12.
    
    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.
   13.
    
    We may be unable to successfully execute our growth and profitability strategies.
  14.
    
    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.
    11




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15.
    
    Our business could be harmed if our contract manufacturers or suppliers violate labor, trade
or other laws.
   16.
    
    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.
   12




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17.
    
    Changes in currency exchange rates could affect our revenues and operating results.
  18.
    
    We may not be able to raise additional funds when needed for our business or to exploit
opportunities.
  19.
    
    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.
 ® ®
 20.
    
    Our trademarks, design patents, utility patents and other intellectual property rights may
not be adequately protected outside the United States.
  21.
    
    We are exposed to potential risks from legislation requiring public companies to evaluate
controls under Section 404 of the Sarbanes-Oxley Act of 2002.
   13




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22.
    
    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.
  
 Item 2. Properties
   
 Item 3. Legal Proceedings
   14




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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, 2010
    
    High
    
    
    LowFourth quarter
    
    $
    3.75
    
    
    $
    2.50Third quarter
    
    $
    6.70
    
    
    $
    2.45Second quarter
    
    $
    6.98
    
    
    $
    3.00First quarter
    
    $
    5.40
    
    
    $
    2.60
 Year Ended February 28, 2009
    
    High
    
    
    LowFourth quarter
    
    $
    5.00
    
    
    $
    1.20Third quarter
    
    $
    10.20
    
    
    $
    1.60Second quarter
    
    $
    27.80
    
    
    $
    9.00First quarter
    
    $
    31.00
    
    
    $
    20.00
   
 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.
 Overview of the Company and Recent Developments
   15




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Accounting for the Impairment or Disposal
of Long-Lived Assets
  Critical Accounting Policies and Estimates
  Revenue Recognition
 Revenue Recognition
  16




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Inventories
  Acquisition-related
Intangible Assets
 Business Combinations Goodwill
and Other Intangible Assets
 Income taxes
    17




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Results of Operations
   Fiscal Years EndedFebruary 28,
    
    
    February 28,2010
    
    
    2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    78.9
    
    
    
    94.6Gross profit
    
    
    21.1
    
    
    
    5.4Operating expenses:Selling
    
    
    11.2
    
    
    
    14.1General and administrative
    
    
    22.5
    
    
    
    34.3Research and development
    
    
    3.4
    
    
    
    5.5ESOP contribution expense
    
    
    
    
    
    
    0.6Gain on brand sales
    
    
    
    
    
    
    (19.8
    )Restructuring costs
    
    
    
    
    
    
    7.8Impairment of acquisition-related intangible assets and goodwill
    
    
    
    
    
    
    0.4Loss from operations
    
    
    (16.0
    )
    
    
    (37.5
    )Interest (income) expense, net
    
    
    (0.2
    )
    
    
    0.7Loss before income taxes
    
    
    (15.8
    )
    
    
    (38.2
    )Provision for income taxes
    
    
    0.2
    
    
    
    (7.1
    )Loss from continuing operations
    
    
    (16.0
    )
    
    
    (31.1
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    6.3Net loss
    
    
    (16.0
    )%
    
    
    (24.8
    )%
  Fiscal Years EndedFebruary 28,
    
    
    February 28,2010
    
    
    2009Telescopes & related products
    
    $
    21.9
    
    
    $
    24.2Riflescopes
    
    
    
    
    
    
    2.3Binoculars
    
    
    0.4
    
    
    
    1.4Other
    
    
    1.0
    
    
    
    0.7Net sales
    
    $
    23.3
    
    
    $
    28.6
 Fiscal 2010 Compared to Fiscal 2009
   18




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Telescopes &related products
    
    
    Riflescopes
    
    
    Binoculars
    
    
    Other
    
    
    TotalNet Sales  Fiscal 2009
    
    $
    24.2
    
    
    $
    2.3
    
    
    $
    1.4
    
    
    $
    0.7
    
    
    $
    28.6Reduction in sales to Costco and
Walmart
    
    
    (1.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )Divestiture of sport optics brands
    
    
    
    
    
    
    (2.3
    )
    
    
    (1.0
    )
    
    
    
    
    
    
    (3.3
    )Other factors
    
    
    (1.3
    )
    
    
    
    
    
    
    
    
    
    
    0.3
    
    
    
    (1.0
    )Net sales  Fiscal 2010
    
    $
    21.9
    
    
    $
    
    
    
    $
    0.4
    
    
    $
    1.0
    
    
    $
    23.3
         19




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Liquidity and Capital Resources
     February 28,
    
    
    February 28,
    
    
    February 29,
    
    
    February 28,2010
    
    
    2009
    
    
    2008
    
    
    2007(In thousands)Current Ratio:Current assets
    
    $
    15,005
    
    
    $
    18,526
    
    
    $
    35,940
    
    
    $
    42,225Current liabilities
    
    $
    4,035
    
    
    $
    5,032
    
    
    $
    18,960
    
    
    $
    17,836Current ratio
    
    
    3.72
    
    
    
    3.68
    
    
    
    1.90
    
    
    
    2.37Quick Ratio:Current assets
    
    $
    15,005
    
    
    $
    18,526
    
    
    $
    35,940
    
    
    $
    42,225Inventories, net
    
    $
    (7,494
    )
    
    $
    (8,895
    )
    
    $
    (18,059
    )
    
    $
    (25,289
    )Quick assets
    
    $
    7,511
    
    
    $
    9,631
    
    
    $
    17,881
    
    
    $
    16,936Current liabilities
    
    $
    4,035
    
    
    $
    5,032
    
    
    $
    18,960
    
    
    $
    17,836Quick ratio
    
    
    1.86
    
    
    
    1.91
    
    
    
    0.94
    
    
    
    0.95
  20




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Inflation
  New Accounting Pronouncements
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement No.
162
 Subsequent
Events
 1.
    
    The period after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements.
 2.
    
    The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements.
 3.
    
    The disclosures that an entity should make about events or transactions that occurred
after the balance sheet date.
   21




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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
  
 Item 9A(T). Control and Procedures
 Evaluation of Disclosure Controls and Procedures.
    22




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Managements Annual Report on Internal Control over Financial Reporting.
  Internal Control  Integrated Framework
  Changes in Controls over Financial Reporting.
  
 Item 9B. Other Information
   23




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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
   24




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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, 2010 and February 28, 2009
    
    
    F-2Consolidated Statements of Operations for each of the two years in
the period ended February 28, 2010
    
    
    F-3Consolidated Statement of Stockholders Equity for each of the two
years in the period ended February 28, 2010
    
    
    F-4Consolidated Statements of Cash Flows for each of the two years in
the period ended February 28, 2010
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-62. Financial Statement Schedule:For each of the two years in the period ended February 28,
2010IIValuation and Qualifying Accounts3. Exhibits included or incorporated herein: See Exhibit Index
  25




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     /s/ MOSS ADAMS LLP

Irvine, CAMay 21, 2010
  F-1




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MEADE INSTRUMENTS CORP.
 
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share amounts)
 Years EndedFebruary 28,
    
    
    February 28,2010
    
    
    2009ASSETSCurrent assets:Cash
    
    $
    5,055
    
    
    $
    5,890Restricted cash
    
    
    
    
    
    
    700Accounts receivable, less allowance for doubtful accounts of $416 in 2010 and $529 in 2009
    
    
    2,183
    
    
    
    2,488Inventories, net
    
    
    7,494
    
    
    
    8,895Prepaid expenses and other current assets
    
    
    273
    
    
    
    553Total current assets
    
    
    15,005
    
    
    
    18,526Property and equipment, net
    
    
    496
    
    
    
    665Acquisition-related intangible assets, net
    
    
    1,046
    
    
    
    1,217Other assets, net
    
    
    109
    
    
    
    158$
    16,656
    
    
    $
    20,566LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,711
    
    
    $
    1,702Accrued liabilities
    
    
    2,324
    
    
    
    2,630Accrued lease termination fee
    
    
    
    
    
    
    700Total current liabilities
    
    
    4,035
    
    
    
    5,032Deferred rent
    
    
    16
    
    
    
    Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; 2,500 shares authorized; 1,167 shares issued and outstanding at February 28, 2010 and February 28, 2009
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    52,249
    
    
    
    51,463Retained deficit
    
    
    (39,656
    )
    
    
    (35,941
    )Total stockholders equity
    
    
    12,605
    
    
    
    15,534$
    16,656
    
    
    $
    20,566
   F-2




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MEADE INSTRUMENTS CORP.
 
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 Years EndedFebruary 28,
    
    
    February 28,2010
    
    
    2009Net sales
    
    $
    23,345
    
    
    $
    28,621Cost of sales
    
    
    18,412
    
    
    
    27,071Gross profit
    
    
    4,933
    
    
    
    1,550Selling
    
    
    2,603
    
    
    
    4,046General and administrative
    
    
    5,243
    
    
    
    9,821Research and development
    
    
    801
    
    
    
    1,564ESOP contribution expense
    
    
    
    
    
    
    179Gain on brand sales
    
    
    
    
    
    
    (5,666
    )Restructuring costs
    
    
    
    
    
    
    2,220Impairment of acquisition-related intangible assets
    
    
    
    
    
    
    116Operating loss
    
    
    (3,714
    )
    
    
    (10,730
    )Interest (income) expense, net
    
    
    (42
    )
    
    
    207Loss before income taxes
    
    
    (3,672
    )
    
    
    (10,937
    )Income tax expense (benefit)
    
    
    43
    
    
    
    (2,025
    )Loss from continuing operations
    
    
    (3,715
    )
    
    
    (8,912
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    1,799Net loss
    
    $
    (3,715
    )
    
    $
    (7,113
    )Loss from continuing operations per sharebasic and diluted
    
    $
    (3.18
    )
    
    $
    (7.63
    )Income from discontinued operations, net of tax per sharebasic and diluted
    
    $
    
    
    
    $
    1.54Net loss per sharebasic and diluted
    
    $
    (3.18
    )
    
    $
    (6.09
    )Weighted average common shares outstandingbasic and diluted
    
    
    1,167
    
    
    
    1,167
   F-3




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MEADE INSTRUMENTS CORP.
 
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands)
 AccumulatedAdditional
    
    
    Other
    
    
    
    
    
    
    UnearnedCommon Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Retained
    
    
    ESOPShares
    
    
    Amount
    
    
    Capital
    
    
    Loss
    
    
    Earnings
    
    
    Shares
    
    
    Total(In thousands, Shares and US Dollars)BALANCE AT FEBRUARY 29, 2008
    
    
    23,316
    
    
    $
    233
    
    
    $
    51,208
    
    
    $
    2,708
    
    
    $
    (28,828
    )
    
    $
    (707
    )
    
    $
    24,614Release of ESOP shares
    
    
    
    
    
    
    
    
    
    
    (528
    )
    
    
    
    
    
    
    
    
    
    
    707
    
    
    
    179Vested restricted stock
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option compensation
    
    
    
    
    
    
    
    
    
    
    562
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    562Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,733
    )
    
    
    
    
    
    
    
    
    
    
    (1,733
    )Currency translation adjustment recognized on sales of Meade Europe
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (975
    )
    
    
    
    
    
    
    
    
    
    
    (975
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,113
    
    
    
    
    
    
    
    (7,113
    )BALANCE AT FEBRUARY 28, 2009 (as previously reported)
    
    
    23,334
    
    
    $
    233
    
    
    $
    51,242
    
    
    $
    
    
    
    $
    (35,941
    )
    
    $
    
    
    
    $
    15,534Retroactive adjustment for Reverse Stock Split (20:1) on August 7, 2009
    
    
    (22,167
    )
    
    
    (221
    )
    
    
    221
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BALANCE AT FEBRUARY 28, 2009 (as adjusted)
    
    
    1,167
    
    
    
    12
    
    
    
    51,463
    
    
    
    
    
    
    
    (35,941
    )
    
    
    
    
    
    
    15,534Share based compensation
    
    
    
    
    
    
    
    
    
    
    786
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    786Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,715
    )
    
    
    
    
    
    
    (3,715
    )BALANCE AT February 28, 2010
    
    
    1,167
    
    
    $
    12
    
    
    $
    52,249
    
    
    $
    
    
    
    $
    (39,656
    )
    
    $
    
    
    
    $
    12,605
   F-4




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MEADE INSTRUMENTS CORP.
 
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Years EndedFebruary 28,
    
    
    February 28,2010
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (3,715
    )
    
    $
    (7,113
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    1,799Loss from continuing operations
    
    
    (3,715
    )
    
    
    (8,912
    )Adjustments to reconcile loss from continuing operations to net cash used in operating activities:Gain on brand sales
    
    
    
    
    
    
    (5,666
    )Impairment of acquisition-related intangibles
    
    
    
    
    
    
    116Depreciation and amortization
    
    
    634
    
    
    
    848ESOP contribution
    
    
    
    
    
    
    179Allowance for doubtful accounts
    
    
    (114
    )
    
    
    82Deferred income taxes
    
    
    
    
    
    
    (1,155
    )Stock-based compensation
    
    
    786
    
    
    
    562Deferred rent amortization
    
    
    16
    
    
    
    (42
    )Gain on disposal of fixed assets
    
    
    (13
    )
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    419
    
    
    
    3,252Inventories
    
    
    1,397
    
    
    
    3,828Prepaid expenses and other current assets
    
    
    280
    
    
    
    (68
    )Other assets
    
    
    
    
    
    
    48Accounts payable
    
    
    9
    
    
    
    (6,669
    )Accrued lease termination fees
    
    
    (700
    )
    
    
    Accrued liabilities
    
    
    (468
    )
    
    
    (2,365
    )Net cash used in operating activities
    
    
    (1,469
    )
    
    
    (15,962
    )Cash flows from investing activities:Proceeds from sale of Meade Europe
    
    
    
    
    
    
    12,404Proceeds from brand sales
    
    
    
    
    
    
    15,250Capital expenditures
    
    
    (79
    )
    
    
    (195
    )Reduction (investment) in restricted cash
    
    
    700
    
    
    
    (700
    )Proceeds from sale of fixed assets
    
    
    13
    
    
    
    Net cash provided by investing activities
    
    
    634
    
    
    
    26,759Cash flows from financing activities:Net borrowings (payments) under bank lines of credit
    
    
    
    
    
    
    (5,877
    )Net cash used in financing activities
    
    
    
    
    
    
    (5,877
    )Net decrease in cash
    
    
    (835
    )
    
    
    4,920Cash at beginning of year
    
    
    5,890
    
    
    
    970Cash at end of year
    
    $
    5,055
    
    
    $
    5,890Supplemental disclosures of cash flow information:Interest paid in cash
    
    $
    
    
    
    $
    207Income taxes paid in cash
    
    $
    43
    
    
    $
    
   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
  February 28,
    
    
    February 28,
    
    
    February 29,
    
    
    February 28,2010
    
    
    2009
    
    
    2008
    
    
    2007(In thousands)Current Ratio:Current assets
    
    $
    15,005
    
    
    $
    18,526
    
    
    $
    35,940
    
    
    $
    42,225Current liabilities
    
    $
    4,035
    
    
    $
    5,032
    
    
    $
    18,960
    
    
    $
    17,836Current ratio
    
    
    3.72
    
    
    
    3.68
    
    
    
    1.90
    
    
    
    2.37Quick Ratio:Current assets
    
    $
    15,005
    
    
    $
    18,526
    
    
    $
    35,940
    
    
    $
    42,225Inventories, net
    
    $
    (7,494
    )
    
    $
    (8,895
    )
    
    $
    (18,059
    )
    
    $
    (25,289
    )Quick assets
    
    $
    7,511
    
    
    $
    9,631
    
    
    $
    17,881
    
    
    $
    16,936Current liabilities
    
    $
    4,035
    
    
    $
    5,032
    
    
    $
    18,960
    
    
    $
    17,836Quick ratio
    
    
    1.86
    
    
    
    1.91
    
    
    
    0.94
    
    
    
    0.95
    3. Discontinued Operations
    F-7




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year EndedFebruary 28,2009Net sales
    
    $
    29,658Cost of sales
    
    
    19,903Gross profit
    
    
    9,755Operating expenses
    
    
    5,790Operating income from discontinued operations
    
    
    3,965Loss on sale of Meade Europe
    
    
    763Interest expense, net
    
    
    96Income from discontinued operations before income taxes
    
    
    3,106Provision for income taxes
    
    
    1,307Income from discontinued operations, net of tax
    
    $
    1,799
 4. Gain on Brand Sales
   Accounting for the Impairment or Disposal of Long-Lived Assets
 5. Restructuring Costs
  EmployeeTermination
    
    
    FacilityBenefits
    
    
    Closure
    
    
    TotalAccrued restructuring costs at February 28, 2009
    
    $
    0.3
    
    
    
    0.7
    
    
    
    1.0Payments
    
    
    (0.3
    )
    
    
    (0.7
    )
    
    
    (1.0
    )Accrued restructuring costs at February 28, 2010
    
    $
    
    
    
    $
    
    
    
    $
    
    F-8




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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.
 Allowance for doubtful accounts
  Inventories
   F-9




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Property and equipment
  Acquisition-related intangible assets
 Business Combinations Goodwill
and Other Intangible Assets
 Income taxes
   Shipping and handling costs
   F-10




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Advertising
  Research and development
  Earnings (loss) per share
   Concentration of credit risk
   Fair value of financial instruments
   F-11




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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 28,2010
    
    
    2009(In thousands)Beginning balance
    
    $
    985
    
    
    $
    1,066Warranty accrual
    
    
    130
    
    
    
    98Labor and material usage
    
    
    (232
    )
    
    
    (179
    )Ending balance
    
    $
    883
    
    
    $
    985
 Stock-based compensation
 Share-Based Payment
   F-12




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   February 28,
    
    
    February 28,2010
    
    
    2009Expected life (years)(1)
    
    
    3.8
    
    
    
    3.8Expected volatility(2)
    
    
    123
    %
    
    
    89
    %Risk-free interest rate(3)
    
    
    1.9
    %
    
    
    1.4
    %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
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement No.
162
 Subsequent
Events
 1.
    
    The period after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements
 2.
    
    The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements
 3.
    
    The disclosures that an entity should make about events or transactions that occurred
after the balance sheet date.
   F-13




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7. Bank and other debt
    8. Acquisition-Related Intangible Assets
  February 28, 2010
    
    
    February 28, 2009Amortization
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    GrossPeriods
    
    
    Carrying
    
    
    Accumulated
    
    
    Net Book
    
    
    Carrying
    
    
    Accumulated
    
    
    Net Book(In Years)
    
    
    Amount
    
    
    Amortization
    
    
    Value
    
    
    Amount
    
    
    Amortization
    
    
    Value(In thousands)Trademarks
    
    
    7-15
    
    
    $
    424
    
    
    $
    (290
    )
    
    $
    134
    
    
    $
    424
    
    
    $
    (254
    )
    
    $
    170Completed technologies
    
    
    12
    
    
    
    1,620
    
    
    
    (708
    )
    
    
    912
    
    
    
    1,620
    
    
    
    (573
    )
    
    
    1,047Total
    
    
    
    
    
    $
    2,044
    
    
    $
    (998
    )
    
    $
    1,046
    
    
    $
    2,044
    
    
    $
    (827
    )
    
    $
    1,217
  Non-amortizing
    
    
    Amortizingintangible assets
    
    
    intangible assets(In thousands)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
    
    $
    
    
    
    $
    1,217Amortization
    
    
    
    
    
    
    (171
    )Balance, net, February 28, 2010
    
    $
    
    
    
    $
    1,046
  F-14




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Fiscal Year
    
    Amounts(In thousands)2011
    
    
    1712012
    
    
    1712013
    
    
    1712014
    
    
    1622015
    
    
    135Thereafter
    
    
    236Total
    
    $
    1,046
 9. Commitments and Contingencies
    Fiscal Year
    
    Amount(In thousands)2011
    
    $
    5662012
    
    
    5822013
    
    
    5452014
    
    
    287$
    1,980
   10. Employee Stock Ownership Plan
   F-15




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 11. Income Taxes
  Years EndedFebruary 28, 2010
    
    
    February 28, 2009(In thousands)Domestic
    
    $
    (3,933
    )
    
    $
    (10,937
    )Foreign
    
    
    261
    
    
    
    $
    (3,672
    )
    
    $
    (10,937
    )
  Years EndedFebruary 28, 2010
    
    
    February 28, 2009(In thousands)Current:Federal
    
    $
    
    
    
    $
    (1,122
    )State
    
    
    18
    
    
    
    (121
    )Foreign
    
    
    25
    
    
    
    43
    
    
    
    (1,243
    )Deferred:Federal
    
    
    (737
    )
    
    
    (3,375
    )State
    
    
    (130
    )
    
    
    (1,750
    )Foreign
    
    
    
    
    
    
    Deferred tax asset valuation allowance
    
    
    867
    
    
    
    4,343
    
    
    
    (782
    )$
    43
    
    
    $
    (2,025
    )
  Years EndedFebruary 28, 2010
    
    
    February 28, 2009Federal income tax rate
    
    
    34.0
    %
    
    
    34.0
    %State income taxes, net of federal income tax benefit
    
    
    (0.5
    )
    
    
    1.7Foreign tax
    
    
    (0.7
    )
    
    
    Research and development credits
    
    
    0.8
    
    
    
    0.4FAS 123R expense
    
    
    (14.0
    )
    
    
    (3.0
    )Permanent differences
    
    
    2.3
    
    
    
    0.9Valuation allowance
    
    
    (23.4
    )
    
    
    (14.8
    )Other
    
    
    0.3
    
    
    
    (0.7
    )(1.2
    )%
    
    
    18.5
    %
  F-16




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28, 2010
    
    
    February 28, 2009(In thousands)Sales returns
    
    $
    946
    
    
    $
    684Inventory and accounts receivable
    
    
    1,564
    
    
    
    1,952Accrued liabilities
    
    
    163
    
    
    
    177Intangibles
    
    
    638
    
    
    
    625Credits
    
    
    5,161
    
    
    
    5,133Fixed assets
    
    
    850
    
    
    
    1,142Stock-based compensation
    
    
    247
    
    
    
    519Other
    
    
    11
    
    
    
    3Net operating losses
    
    
    20,257
    
    
    
    19,800Total deferred tax assets
    
    
    29,837
    
    
    
    30,035Less valuation allowance
    
    
    (29,837
    )
    
    
    (30,035
    )$
    
    
    
    $
    
        F-17




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,
    
    
    February 28,2010
    
    
    2009Unrecognized tax benefit beginning balance
    
    $
    0.1
    
    
    $
    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
    
    
    $
    0.1
  12. Business Segments, Geographic Data and Major Customers
  Years EndedFebruary 28, 2010
    
    
    February 28, 2009(In thousands)Product sales:Telescope and telescope accessories
    
    $
    21,910
    
    
    $
    24,160Binoculars
    
    
    398
    
    
    
    1,433Riflescopes
    
    
    
    
    
    
    2,293Other
    
    
    1,037
    
    
    
    735$
    23,345
    
    
    $
    28,621
 Years EndedFebruary 28, 2010
    
    
    February 28, 2009(In thousands)Geographic dataproduct sales:North America
    
    $
    17,877
    
    
    $
    22,577Europe
    
    
    3,425
    
    
    
    3,766Other foreign/export
    
    
    2,043
    
    
    
    2,278$
    23,345
    
    
    $
    28,621
  13. Reverse Stock Split and Income (Loss) Per Share
   F-18




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   February 28,
    
    
    February 28,2010
    
    
    2009(In thousands)Stock options outstanding
    
    
    78
    
    
    
    71Restricted shares outstanding
    
    
    
    
    
    
    2
  February 28,2010
    
    
    2009(In thousands)Basic weighted average number of shares
    
    
    1,167
    
    
    
    1,167Dilutive potential shares of common stock
    
    
    
    
    
    
    Diluted weighted average number of shares outstanding
    
    
    1,167
    
    
    
    1,167Number of options excluded from the calculation of
weighted average shares because the exercise prices
were greater than the average market price of the
Companys common stock
    
    
    78
    
    
    
    71Potential shares of common stock excluded from the
calculation of weighted average shares
    
    
    
    
    
    
    
  14. Stock Incentive Plan
    F-19




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   WeightedAverageOption Shares
    
    
    Exercise PriceOptions outstanding at February 29, 2008
    
    
    98
    
    
    $
    60.40Granted
    
    
    2
    
    
    
    15.00Forfeited
    
    
    (29
    )
    
    
    52.00Options outstanding at February 28, 2009
    
    
    71
    
    
    
    62.60Granted
    
    
    63
    
    
    
    4.40Forfeited
    
    
    (56
    )
    
    
    82.00Options outstanding at February 29, 2010
    
    
    78
    
    
    $
    17.60
 At February 28, 2010Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    WeightedNumber of
    
    
    Remaining
    
    
    Average
    
    
    Number of
    
    
    AverageOptions
    
    
    Contractual
    
    
    Exercise
    
    
    Options
    
    
    ExerciseExercise Prices
    
    (In thousands)
    
    
    Life
    
    
    Price
    
    
    (In thousands)
    
    
    Price$3.00  $14.80
    
    
    63
    
    
    9.0 years
    
    
    $
    4.40
    
    
    
    63
    
    
    $
    4.40$15.00  $50.00
    
    
    8
    
    
    3.1 years
    
    
    $
    43.60
    
    
    
    4
    
    
    $
    43.80$50.20  $59.80
    
    
    3
    
    
    4.6 years
    
    
    $
    55.80
    
    
    
    3
    
    
    $
    56.00$60.00  $79.80
    
    
    2
    
    
    4.2 years
    
    
    $
    63.60
    
    
    
    2
    
    
    $
    63.60$80.00  $199.80
    
    
    1
    
    
    1.3 years
    
    
    $
    104.00
    
    
    
    1
    
    
    $
    104.00$200.00  $555.00
    
    
    1
    
    
    0.2 years
    
    
    $
    382.80
    
    
    
    1
    
    
    $
    382.8078
    
    
    
    
    
    
    
    
    
    
    
    74
      F-20




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   15. Composition of Certain Balance Sheet Accounts
  February 28,
    
    
    February 28,2010
    
    
    2009(In thousands)Due from factor
    
    $
    2,359
    
    
    $
    Accounts receivable, other
    
    
    (176
    )
    
    
    2,488$
    2,183
    
    
    $
    2,488
   February 28,
    
    
    February 28,2010
    
    
    2009(In thousands)Raw materials
    
    $
    2,957
    
    
    $
    4,824Work in process
    
    
    2,426
    
    
    
    2,399Finished goods
    
    
    2,111
    
    
    
    1,672$
    7,494
    
    
    $
    8,895
  February 28,
    
    
    February 28,2010
    
    
    2009(In thousands)Molds and dies
    
    $
    7,317
    
    
    $
    7,020Machinery and equipment
    
    
    4,455
    
    
    
    4,873Furniture and fixtures
    
    
    256
    
    
    
    357Autos and trucks
    
    
    199
    
    
    
    199Leasehold improvements
    
    
    139
    
    
    
    13812,366
    
    
    
    12,587Less accumulated depreciation and amortization
    
    
    (11,870
    )
    
    
    (11,922
    )$
    496
    
    
    $
    665
   F-21




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##### Table of Contents



MEADE INSTRUMENTS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,
    
    
    February 28,2010
    
    
    2009(In thousands)Salaries, wages, bonuses and other associated payroll costs
    
    $
    401
    
    
    $
    511Warranty costs
    
    
    883
    
    
    
    985Freight expenses
    
    
    89
    
    
    
    278Advertising and marketing expenses
    
    
    10
    
    
    
    15Professional fees
    
    
    46
    
    
    
    108Customer deposits
    
    
    386
    
    
    
    349Other
    
    
    509
    
    
    
    384$
    2,324
    
    
    $
    2,630
 16. Subsequent Events
     F-22




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##### Table of Contents



SIGNATURES
   MEADE INSTRUMENTS CORP.By:
    
    /s/Steven G. Murdock

Steven G. MurdockChief Executive Officer(Principal Executive Officer)
  Signature
    
    Title
    
    Date/s/ Steven G. Murdock

Steven G. Murdock
    
    Director, Chief Executive Officer
(Principal Executive Officer)
    
    May 21, 2010/s/ John A. Elwood

John A. Elwood
    
    Senior Vice PresidentFinance and Administration,
Chief Financial Officer (Principal Financial and
Accounting Officer)
    
    May 21, 2010/s/ Timothy C. McQuay

Timothy C. McQuay
    
    Director and Chairman of the Board
    
    May 21, 2010/s/ Frederick H. Schneider, Jr.
    
    Director
    
    May 21, 2010Frederick H. Schneider, Jr./s/ Paul D. Sonkin
    
    Director
    
    May 21, 2010Paul D. Sonkin/s/ Michael R. Haynes

Michael R. Haynes
    
    Director
    
    May 21, 2010




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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 28, 2010
    
    $
    521
    
    
    $
    36
    
    
    $
    141
    
    
    $
    416Year ended February 28, 2009
    
    $
    448
    
    
    $
    77
    
    
    $
    4
    
    
    $
    521
 Balance AtReserves for Excess and
    
    Beginning of
    
    
    Charged to Costs
    
    
    
    
    
    
    Balance At EndObsolete Inventories
    
    Period
    
    
    and Expenses
    
    
    Deductions(2)
    
    
    of PeriodYear ended February 28, 2010
    
    $
    3,413
    
    
    $
    96
    
    
    $
    926
    
    
    $
    2,583Year 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)3.5
    
    
    Certificate of Amendment of Certificate of Incorporation of Meade
Instruments Corp.
    
    (a)3.7
    
    
    Second Amended and Restated Bylaws of the Company
    
    (x)3.10
    
    
    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)10.24
    
    
    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)




---



##### 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)10.65
    +
    
    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 Plan
    
    (x)10.71
    +
    
    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 Plan
    
    (x)10.72
    +
    
    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 Plan
    
    (x)10.73
    +
    
    Employment Agreement effective as of February 1, 2010 between Meade
Instruments Corp. and Steven Murdock
    
    (y)10.74
    +
    
    Employment Agreement effective as of February 1, 2010 between Meade
Instruments Corp. and John Elwood
    
    (y)10.77
    +
    
    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)




---



##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.79
    
    
    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)10.83
    
    
    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)10.91
    
    
    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)10.96
    
    
    Purchase Agreement dated August 24, 2007 by and among Meade Instruments
Corp. and the Investors listed therein
    
    (ll)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)10.102
    +
    
    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)10.106
    
    
    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)10.109
    
    
    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)




---



##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.113
    +
    
    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)10.119
    
    
    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)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.




---



##### Table of Contents



(a)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on August 12, 2009.(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.(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 Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 2010, as filed with the Securities and Exchange Commission on June 15,
2009.




---



##### Table of Contents



(y)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on March 31, 2010.(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.(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.(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.(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.(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.(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.(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.




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##### Table of Contents



(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.