As filed with the Securities and Exchange Commission on December 17, 2007
Registration No. 333-
146254
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
FORM S-1
ON
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEADE INSTRUMENTS CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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3827
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95-2988062
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(State or other
jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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6001
Oak Canyon, Irvine, CA 92618
(949) 451-1450
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Paul E.
Ross
Senior Vice President Finance and Chief Financial Officer
6001 Oak Canyon, Irvine, CA 92618
(949) 451-1450
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
John D. Hudson, Esq.
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Hewitt &
ONeil LLP
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19900 MacArthur
Boulevard, Suite 1050
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Irvine, CA 92612
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Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this Registration Statement
If the only securities
being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, check the following box.
o
If any of the securities
being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend reinvestment plans, check
the following box.
x
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
o
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a
post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the
following box.
o
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or
until this Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
This Registration
Statement on Form S-3 constitutes a post-effective amendment to our
registration statement on Form S-1 (No. 333-146254) into a registration
statement on Form S-3. The Form S-1 was
declared effective by the Securities and Exchange Commission on December 10,
2007. We are filing this post-effective
amendment on Form S-3 for the purpose of converting the Registration Statement
on Form S-1 into a Registration Statement on Form S-3 because we are again
eligible to use Form S-3. All filing
fees payable in connection with the registration of these securities were
previously paid in connection with the filing of the Form S-1.
The information in this prospectus is not complete and
may be changed. We may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is
not permitted.
Subject to
completion, dated December 17, 2007
MEADE INSTRUMENTS
CORP.
PROSPECTUS
3,157,895 Shares
Common Stock
par value $0.01 per share
This prospectus relates solely to the resale or other
disposition of up to an aggregate of 3,157,895 shares of common stock of Meade
Instruments Corp. (Meade or the Company) by the selling stockholders
identified in this prospectus or their transferees. The shares covered by this prospectus were
issued in a private placement on August 24, 2007. We are registering the shares to satisfy
registration rights we have granted. As
described in the section entitled Plan of Distribution beginning on
page 11, the selling stockholders identified in this prospectus (which
term as used herein includes its pledgees, donees, transferees or other
successors-in-interest) may from time to time sell, transfer or otherwise
dispose of any or all of their shares of common stock on any stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These dispositions may be
at fixed prices, at prevailing market prices at the time of sale, at prices related
to the prevailing market price, at varying prices determined at the time of
sale, or negotiated prices. We will not
receive any of the proceeds from the sale or other disposition of these shares
by the selling stockholders.
Our common stock is listed on the Nasdaq Global Market
under the ticker symbol MEAD. The last
reported sale price of our common stock on December 12, 2007 was $1.42 per
share.
Investing in our common stock involves significant
risks. See Risk Factors beginning on
page 3 to read about factors you should consider before buying shares of
our common stock.
Neither the Securities and Exchange Commission nor any
other regulatory body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
This Prospectus is
dated December 17, 2007
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by
reference to, and should be read in conjunction with, the more detailed
information appearing elsewhere in this prospectus or incorporated by reference
herein. Investors should also carefully
consider the information set forth under Risk Factors beginning on
page 3. As used in this prospectus,
Company, Meade, we, us and our refer to Meade Instruments Corp.
The Company
Meade Instruments Corp. is a multinational consumer optics
company that designs, manufactures, imports and distributes telescopes,
telescope accessories, binoculars, riflescopes, spotting scopes, microscopes,
and other consumer optical products. We
are dedicated to bringing innovative, cutting-edge, consumer-friendly products
to the consumer optics marketplace. Our
brands, which include Meade®, Bresser®, Simmons®, Weaver®, Redfield®, and
Coronado®, are recognized throughout the world and are associated with
innovation in the amateur astronomy, consumer optical and sporting goods
markets. Products such as the recently
announced mySKY, an easy to-use multi-media night sky exploration guide, the
RCX400 high-end telescopes featuring an Advanced Ritchey-Chrétien (ARC)
optical design, the LX200®R series of telescopes that combine the
state-of-the-art LX200 with the precision of the ARC optics, the LX90GPS that
brings GPS capabilities to a moderately priced Schmidt-Cassegrain telescope,
the Deep Sky Imager series of high-performance charge-coupled device cameras
that have advanced astro-imaging to near point-and-shoot simplicity, and
NightView, a compact night vision monocular built on an innovative and
proprietary digital imaging technology, help sustain our brand as a brand known
for innovation in amateur astronomy and other consumer optical products.
In 1999, Meade acquired Bresser Optik GmbH & Co.
KG and
Bresser Optik Geschaftsfuhrung und Verwaltungs GmbH (collectively Bresser).
The Bresser brand, active in the European market for
nearly 30 years, is known for its wide range of modestly-priced products
including binoculars and smaller-aperture telescopes. In addition, Bresser has provided us greater
foreign distribution opportunities for our products. Moreover, Bressers significant presence in
the binocular and low-priced telescope market in Europe has strengthened our
penetration into these markets. In
October 2002, we acquired Simmons Outdoor Corp. (Simmons Outdoor) to
expand our brand name offerings and extend our reach into the worldwide sporting
goods marketplace. With the purchase of
Simmons Outdoor, we acquired the Simmons, Weaver and Redfield brand names. The Simmons, Weaver and Redfield brand names
have long histories in the sporting goods channel (the Redfield brand name will
be 100 years old in 2008). In
December 2004, in our continuing efforts to expand our product offerings,
we purchased substantially all of the assets and assumed substantially all of
the liabilities of Coronado Technology Group, LLC, a supplier of high-end
hydrogen-alpha and other solar filters and high-end dedicated solar telescopes,
as well as various related accessories and more modestly priced dedicated solar
observation equipment.
Meade offers numerous different telescope, riflescope
and binocular models as well as hundreds of accessory products for amateur
astronomy and sporting goods consumers.
Our telescopes range in aperture from under 2 inches to
20 inches and in retail price from less than $50 to almost $50,000. Meade offers several families of binoculars and
riflescopes under our various brand names at retail price points from about $10
to approximately $500. Whether a
consumer is a serious amateur astronomer, an avid naturalist, a hunter or
someone just looking for a good binocular, Meade offers a complete range of
quality products to satisfy the consumer optics buyer.
Founded in 1972, Meade has a reputation for providing
the amateur astronomer with technically sophisticated products at competitive
prices. Combining our manufacturing
expertise with our dedication to innovation, quality and value, we have
developed and produced some of the industrys most technologically advanced
consumer telescopes at affordable prices.
Capitalizing on our brand name recognition among serious amateur
astronomers and our ability to bring advanced technology to lower price points,
we have marketed our less-expensive telescopes to beginning and intermediate
amateur astronomers. We are a supplier
of consumer optics to such retailers as Lidl (in Europe), Wal-Mart, Costco,
Dicks Sporting Goods, Sams Club and Cabelas Inc.
During our fiscal year ended February 28, 2007, we
began a restructuring of our operations.
We replaced a significant number of our executives, including our chief
executive officer, senior officer over operations and our chief financial
officer, and we embarked on a number of initiatives to resolve supply chain
constraints, to reduce our cost structure, to reduce the number of SKUs and
required level of inventory, and to increase investment for new product innovations
and introductions. Our financial
performance in our fiscal years ended February 28, 2007 and the six months
ended August 31, 2007 was negatively impacted as a result of the
restructuring. While we believe that we
have made significant progress in restructuring the Company, we also believe
that the restructuring is not complete and that the turnaround of the Company
will be a continuing effort. This may
result in additional costs associated with the turnaround, which may require
additional investments in working capital.
There can be no assurance that additional sources of capital will be
available on reasonable terms, if at all, or that if necessary, such additional
sources of capital will be non-dilutive to stockholders.
In October 2007, we announced that the Board of
Directors has formed a special committee and engaged an investment bank to
assist the Company in exploring strategic alternatives. Such alternatives may involve a financial
restructuring of the Companys capital structure or potentially the sale of all
or a portion of the Company. At this
time there can be no assurance that the Company will be able to execute on any
strategic alternatives.
We have consistently emphasized a business plan that
is concentrated on new product development and effective targeted
marketing. As an indication of our
commitment to product development, we spent $1.8 million,
$1.5 million and $2.0 million on research and development during
fiscal 2007, 2006 and 2005, respectively, and have, over the last five fiscal
years, expended $10.8 million in the aggregate on research and
development. We also spent $1.0 million and $706,000 on research and
development in the six months ended August 31, 2007, and 2006, respectively. These
research and development
1
expenditures were
centered on the development of technologically advanced telescopes and other
astronomy related products, breakthrough riflescopes for the shooting and
hunting markets and other new products for the general consumer and sports
optics markets as well as product improvement and industrial applications of
our existing technologies.
Meade manufactures a complete line of advanced
astronomical telescopes. Parts and
components for the advanced telescopes are manufactured and assembled in
various plants located in the United States, Mexico, Korea, Taiwan, Japan, the
Philippines and China. The advanced
optical systems are manufactured in our plant in Irvine, California. Our binoculars and riflescopes and many of
our less-expensive telescopes, as well as certain component parts for our
telescopes, are manufactured under proprietary designs by manufacturers located
in Asia, including Mainland China, Taiwan and Japan. We also assemble many of our products and
accessories into finished products in our Mexican assembly plant.
Meade complements its efforts in new product
development with an aggressive marketing plan.
Our marketing plan includes a state-of-the-art web site, print
advertising in astronomy, outdoor and hunting related magazines and, at times, in
general consumer magazines, as well as jointly developed advertising campaigns
with many of our key retail partners, and point-of-sale marketing
displays. In addition, Meade publishes
comprehensive, full-color, high-quality product catalogs that provide
significant product exposure for a broad range of consumers including the
serious amateur astronomer, the avid birder, the weekend sports enthusiast or
the hunter.
In the United States and Canada, we distribute our
products through a network of more than 400 specialty retailers, distributors
and mass merchandisers, which offer our products in more than 12,000 retail
store locations. We also sell certain of
our products to selected national mail order dealers. In addition to products sold through Meade Europe
(formerly Bresser) channels, we sell our products internationally through a
network of over 40 foreign distributors, many of which service dealer locations
in their respective countries. Revenues
from customers outside North America were $44.8 million,
$45.3 million and $32.1 million for the years ended February 28,
2007, 2006 and 2005, representing approximately 44.1%, 37.8% and 28.7% of our
net revenues, respectively, and $13.0 million and $13.3 million for the six
months ended August 31, 2007 and 2006, representing approximately 39% and 36%
of the Companys net revenues, respectively. We intend to continue to pursue an
integrated strategy of product line expansion, aggressive marketing, and
expansion of our domestic and international distribution networks.
Our principal business and executive offices are
located at 6001 Oak Canyon, Irvine, California 92618. Our main telephone number is
(949) 451-1450. Our website is located
at www.meade.com. We do not consider
information contained in our web site to be part of this prospectus.
The Offering
Common stock outstanding(1)
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23,284,730
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Common stock
covered by this prospectus
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3,157,895
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Use of proceeds
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We
will not receive any proceeds from the sale or other
disposition of the shares covered by this prospectus.
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Nasdaq Global
Market symbol
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MEAD.
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Risk factors
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See Risk Factors and
the other information included in
this prospectus for a discussion of risk factors you should
carefully consider before deciding to invest in our
common stock.
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(1)
The number of shares of our common stock
outstanding is based on the number of shares of our common stock outstanding as
of August 31, 2007. This number
does not include, as of August 31, 2007:
3,476,924
shares of our common stock issuable upon
exercise of options outstanding at a weighted average exercise price of $3.42 per share; and
1,268,012
shares of our common stock reserved for
issuance under our 1997 Stock Incentive Plan.
2
RISK FACTORS
The shares of our common stock being offered involve a
high degree of risk. You should
carefully consider the following discussion of risks as well as all other
information in this prospectus before purchasing any of the shares offered
pursuant to this prospectus.
Our failure to
comply with any of the financial covenants in our credit facilities or other
debt agreements could have a material adverse impact on our business.
We depend on operating cash flow and availability
under our bank lines of credit, both in the United States and Europe, to
provide short-term liquidity. For the
years ended February 28, 2007, 2006 and 2005 and the six months ended August
31, 2007, we incurred significant operating and net losses which diminished the
availability under our U.S. credit agreement and consumed a significant portion
of our net assets. Continued operating
losses could adversely affect our ability to maintain required financial
covenants under our various debt agreements.
Due to operating losses over the past three years, we have, several times,
renegotiated the financial covenants contained in our U.S. credit agreement. In
addition, during the quarter ended August 31, 2007, the Company was in default
with respect to a financial covenant in the U.S. credit agreement. The Company subsequently negotiated an
amendment to the credit agreement related to financial covenants, and such
default was waived by the lender.
If financial covenants are not maintained, the
creditors will have the option to require immediate repayment of all
outstanding debt under the related debt agreements. In such an event, we may again be required to
renegotiate certain terms of these agreements, obtain waivers from the
creditors, look for additional sources of liquidity such as equity financings
or obtain new debt agreements with other creditors, which may contain less
favorable terms. We can not assure that
such additional sources of capital will be available on reasonable terms, if at
all. If we are unable to renegotiate
acceptable terms, obtain necessary waivers or secure new debt or equity
financing, this could have a material adverse effect on our business, results
of operations and financial condition.
We rely on
independent contract manufacturers and, as a result, we are exposed to
potential disruptions in product supply.
All of our consumer optics products with retail prices
under $500 are currently manufactured by independent contract manufacturers,
principally located in China. We do not
have long-term contracts with our Asian manufacturers, and we compete with
other consumer optics companies for production facilities. We have experienced, and continue to
experience, difficulties with these manufacturers, including reductions in the
availability of production capacity, failure to meet our quality control standards,
failure to meet production deadlines and increased manufacturing costs. Some manufacturers in China are facing labor
shortages as migrant workers seek better wages and working conditions. If this trend continues, our current
manufacturers operations could be adversely affected.
If our current manufacturers cease doing business with
us, we could experience an interruption in the manufacture of our
products. Although we believe that we
could find alternative manufacturers, we may be unable to establish
relationships with alternative manufacturers that will be as favorable as the
relationships we have now. For example,
new manufacturers may have higher prices, less favorable payment terms, lower
manufacturing capacity, lower quality standards or higher lead times for
delivery. If we are unable to provide
products to our customers that are consistent with our standards or the
manufacture of our products is delayed or becomes more expensive, this could
result in our customers canceling orders, refusing to accept deliveries or
demanding reductions in purchase prices, any of which could have a material
adverse effect on our business and results of operations.
We may be unable
to successfully execute our growth and profitability strategies.
Our net sales and operating results have fluctuated
significantly over the past five fiscal years and we may experience similar
fluctuations in the future. Our ability
to grow in the future depends upon, among other things, our ability to return
to profitability, the maintenance and enhancement of our brand image and
expansion of our product offerings and distribution channels. Furthermore, if our business becomes larger,
we may not be able to effectively manage our growth. We anticipate that as the business grows, we
will have to improve and enhance our overall financial and managerial controls,
reporting systems and procedures. We may
be unable to successfully implement our current growth and profitability
strategies or other growth strategies or effectively manage our growth, any of
which would negatively impact our business, results of operations and financial
condition.
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Our business may
be negatively impacted as a result of changes in the economy.
Our business depends on the general economic
environment and levels of consumer spending that affect not only the ultimate
consumer, but also retailers, our primary direct customers. Purchases of consumer optics tend to decline
in periods of recession or uncertainty regarding future economic prospects,
when consumer spending, particularly on discretionary items, declines. During periods of recession or economic
uncertainty, we may not be able to maintain or increase our sales to existing
customers, make sales to new customers, maintain or increase our international
operations on a profitable basis, or maintain or improve our earnings from
operations as a percentage of net sales.
As a result, our operating results may be materially adversely affected
by downward trends in the economy or the occurrence of events that adversely
affect the economy in general.
The disruption,
expense and potential liability associated with existing and unanticipated
future litigation against us could have a material adverse effect on our
business, results of operations, financial condition and cash flows.
We are subject to various legal proceedings and
threatened legal proceedings from time to time.
Any unanticipated litigation in the future, regardless of its merits,
could significantly divert managements attention from our operations and result
in substantial legal fees being borne by us.
Further, there can be no assurance that any actions that have been or
will be brought against us will be resolved in our favor or, if significant
monetary judgments are rendered against us, that we will have the ability to
pay such judgments. Such disruptions,
legal fees and any losses resulting from these claims could have a material
adverse effect on our business, results of operations financial condition and
cash flows.
Our future success
depends upon our ability to respond to changing consumer demands and
successfully market new products.
The consumer optics industry is subject to changing
consumer demands and technology trends.
Accordingly, we must identify those trends and respond in a timely
manner. Demand for and market acceptance
of new products are uncertain and achieving market acceptance for new products
generally requires substantial product development and marketing efforts and
expenditures. If we do not continue to
meet changing consumer demands and develop successful products in the future,
our growth and profitability will be negatively impacted. We frequently make decisions about product
designs and marketing expenditures several months to years in advance of the
time when consumer acceptance can be determined. If we fail to anticipate, identify or react
appropriately to changes in trends or are not successful in marketing new
products, we could experience excess inventories, higher than normal markdowns
or an inability to profitably sell our products. Because of these risks, the consumer optics
industry has experienced periods of growth in revenues and earnings and
thereafter periods of declining sales and losses. Similarly, these risks could have a material
adverse effect on our results of operations, financial condition or cash flows.
4
Our business and
the success of our products could be harmed if we are unable to maintain our
brand image.
Our principal brands include Meade®, Bresser®,
Simmons®, Weaver®, Redfield® and Coronado®.
If we are unable to timely and appropriately respond to changing
consumer demand, our brand names and brand images may be impaired. Even if we react appropriately to changes in
consumer preferences, consumers may consider these brands to be outdated or
undesirable. If we fail to maintain and
develop our principal brands, our sales and profitability will be adversely
affected.
Our business could
be harmed if we fail to maintain appropriate inventory levels.
We place orders with suppliers for many of our products
prior to the time we receive all of our customers orders. We do this to minimize purchasing costs, the
time necessary to fill customer orders and the risk of non-delivery. We, at times, also maintain an inventory of
certain products that we anticipate will be in greater demand. However, we may be unable to sell the
products we have ordered in advance from manufacturers or that we have in our
inventory. Inventory levels in excess of
customer demand may result in inventory write-downs, and the sale of excess
inventory at discounted prices could significantly impair our brand image and
have a material adverse effect on our operating results and financial
condition. Conversely, if we
underestimate consumer demand for our products or if our suppliers fail to
supply the products that we require with the quality and at the time we need
them, we may experience inventory shortages.
Inventory shortages might delay shipments to our customers, negatively
impact our retailer and distributor relationships, and diminish brand loyalty.
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.
We face intense competition from other established
companies. A number of our competitors
have significantly greater financial, technological, engineering,
manufacturing, marketing and distribution resources than we do. Their greater capabilities in these areas may
enable them to better withstand periodic downturns in the consumer optics
market, compete more effectively on the basis of price and production and more
quickly develop new products. In
addition, new companies may enter the markets in which we compete, further
increasing competition in the consumer optics industry.
We believe that our ability to compete successfully
depends on a number of factors, including the type and quality of our products
and the strength of our brand names, as well as many factors beyond our
control. We may not be able to compete
successfully in the future, and increased competition may result in price
reductions, reduced profit margins, loss of market share and an inability to generate
cash flows that are sufficient to maintain or expand the development and
marketing of new products, any of which would adversely impact our results of
operations and financial condition.
We depend upon a
relatively small group of customers for a large portion of our sales.
During fiscal 2007, 2006 and 2005 and the six months
ended August 31, 2007 and 2006, net sales to our ten largest customers
accounted for approximately 49%, 30%, 35%, 34% and 30%, of total net sales,
respectively. During the fiscal year
2007, 2006 and 2005 and the six months ended August 31, 2007 and 2006 our top
two customers accounted for approximately 30%, 23%, 16%, 11% and 10%,
respectively. Although we have long-term
relationships with many of our customers, those customers do not have
contractual obligations to purchase our products and we cannot be certain that
we will be able to retain our existing major customers. Furthermore, the retail industry regularly
experiences consolidation, contractions and closings which may result in a loss
of customers or the loss of our ability to collect accounts receivable from
major customers in excess of amounts that we have insured. If we lose a major customer, experience a
significant decrease in sales to a major customer or are unable to collect the
accounts receivable of a major customer in excess of amounts insured, our
business could be harmed.
Our international
sales and third-party manufacturing operations are subject to the risks of
doing business abroad, particularly in China, which could affect our ability to
sell or manufacture our products in international markets, obtain products from
foreign suppliers or control product costs.
A significant portion of our net sales continue to be
derived from sales of products manufactured in foreign countries, with most
manufactured in China. We also sell our
products in several foreign countries and plan to increase our international
sales efforts as part of our growth strategy.
Foreign manufacturing and sales are subject to a number of risks,
including the following: political and social unrest, including
5
that related to the U.S.
military presence in Iraq; changing economic conditions; currency exchange rate
fluctuations; international political tension and terrorism; labor shortages
and work stoppages; electrical shortages; transportation delays; loss or damage
to products in transit; expropriation; nationalization; the imposition of
domestic and international tariffs and trade duties, import and export controls
and other non-tariff barriers, exposure to different legal standards
(particularly with respect to intellectual property), compliance with foreign
laws, and changes in domestic and foreign governmental policies. We have not, to date, been materially
affected by any such risks, but we cannot predict the likelihood of such
developments occurring or the resulting long-term adverse impact on our
business, results of operations or financial condition.
In particular, because most of our products are
manufactured in China, adverse changes in trade or political relations with China,
political instability in China, the occurrence of a natural disaster such as an
earthquake or hurricane in China or the outbreak of a pandemic disease such as
Severe Acute Respiratory Syndrome (SARS) or the Avian Flu in China would
severely interfere with the manufacture of our products and would have a
material adverse effect on our operations.
In addition, electrical shortages, labor shortages or work stoppages may
extend the production time necessary to produce our orders, and there may be
circumstances in the future where we may have to incur premium freight charges
to expedite the delivery of product to our customers. If we incur a significant amount of premium
charges to airfreight product for our customers, gross profit will be
negatively affected if we are unable to pass those charges on to our customers.
Also, the manufacturers of our products that are
located in China may be subject to the effects of exchange rate fluctuations
should the Chinese currency not remain stable with the U.S. dollar. The value of the Chinese currency depends to
a large extent on the Chinese governments policies and Chinas domestic and
international economic and political developments. The valuation of the yuan may increase
incrementally over time should the Chinese central bank allow it to do so,
which could significantly increase labor and other costs incurred in the
production of our products in China.
Our business could
be harmed if our contract manufacturers or suppliers violate labor, trade or
other laws.
We require our independent contract manufacturers to
operate in compliance with applicable United States and foreign laws and
regulations. Manufacturers may not use
convicted, forced or indentured labor (as defined under United States law) nor
child labor (as defined by the manufacturers country) in the production
process. Compensation must be paid in
accordance with local law and factories must be in compliance with local safety
regulations. Although we promote ethical
business practices and send sourcing personnel periodically to visit and
monitor the operations of our independent contract manufacturers, we do not
control them or their labor practices.
If one of our independent contract manufacturers violates labor or other
laws or diverges from those labor practices generally accepted as ethical in
the United States, it could result in the loss of certain of our major
customers, adverse publicity for us, damage our reputation in the United States
or render our conduct of business in a particular foreign country undesirable
or impractical, any of which could harm our business.
In addition, if we, or our foreign manufacturers,
violate United States or foreign trade laws or regulations, we may be subject
to extra duties, significant monetary penalties, the seizure and the forfeiture
of the products we are attempting to import or the loss of our import
privileges. Possible violations of
United States or foreign laws or regulations could include inadequate record
keeping of imported products, misstatements or errors as to the origin, quota
category, classification, marketing or valuation of our imported products,
fraudulent visas or labor violations.
The effects of these factors could render our conduct of business in a
particular country undesirable or impractical and have a negative impact on our
operating results.
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.
Our quarterly revenues and net operating results have
varied significantly in the past and can be expected to fluctuate in the future
due to a number of factors, many of which are beyond our control. Our major customers generally have no
obligation to purchase forecasted amounts and may cancel orders, change
delivery schedules or change the mix of products ordered with minimal notice
and without penalty. As a result, we may
not be able to accurately predict our quarterly sales or net operating
results. In addition, sales of consumer
optics have historically been seasonal in nature and tied to the winter holiday
shopping season, with the strongest sales generally occurring in our third
fiscal quarter. Holiday shopping sales
typically begin to ship in August, and delays in the timing, cancellation, or
rescheduling of the related orders by our wholesale customers could negatively impact
our net sales and results of operations.
More specifically, the timing of when products are shipped is determined
by the delivery schedules set by our wholesale customers, which could cause
sales to shift between our second, third and fourth quarters. Because our expense levels are partially
based on our expectations of future net sales, expenses may be
disproportionately large relative to our revenues, and we may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shifts or shortfalls, which could have a material adverse effect on our net
operating results. Also, our annualized
tax rate is based upon projections of our domestic and international operating
results for the year, which are reviewed and revised by management as necessary
at the end of each quarter, and it is highly sensitive to fluctuations in the
projected mix of international and domestic earnings. Any quarterly fluctuations in our annualized
tax rate that may occur could have a material impact on our quarterly net
operating results. As a result of these
specific and other general factors, our net operating results vary from quarter
to quarter and the results for any particular quarter may not be necessarily
indicative of results for the full year which may lead to volatility in our stock
price.
Changes in
currency exchange rates could affect our revenues and operating results.
A significant portion of our production is
accomplished offshore, principally in China, and a significant portion of our
net sales, were denominated in foreign currencies and are subject to exchange
rate fluctuation risk. Although we
engage in some hedging activities to reduce foreign exchange transaction risk,
changes in the exchange rates between the U.S. dollar and the currencies of
Europe and Asia could make our products less competitive in foreign markets,
and could reduce the sales and operating results represented by foreign
currencies. Additionally, such
fluctuation could result in an increase in cost of products sold in foreign
markets reducing margins and earnings.
6
We may not be able
to raise additional funds when needed for our business or to exploit
opportunities.
Our future liquidity and capital requirements will
depend on numerous factors, including our success in recognizing and exploiting
opportunities for expansion through potential future acquisitions. We may need to raise additional funds to
support expansion, develop new technologies, respond to competitive pressures,
or take advantage of unanticipated opportunities. If required, we may raise additional funds
through public or private debt or equity financing, strategic relationships or
other arrangements. There can be no
assurance that such financing will be available on acceptable terms, if at all,
and such financing, if obtained, would be dilutive to our stockholders.
Our trademarks,
design patents, utility patents and other intellectual property rights may not
be adequately protected outside the United States.
We believe that our trademarks, design patents,
utility patents and other proprietary rights are important to our business and
our competitive position. We devote
substantial resources to the establishment and protection of our trademarks,
design patents and utility patents on a worldwide basis. Nevertheless, we cannot assure that the
actions we have taken to establish and protect our trademarks and other
proprietary rights outside the United States will be adequate to prevent
infringement of our technologies or trade names by others or to prevent others
from seeking to block sales of our products as a violation of the trademarks
and proprietary rights of others. Also,
we cannot assure that others will not assert rights in, or ownership of, our
trademarks, patents, designs and other proprietary rights or that we will be
able to successfully resolve these types of conflicts to our satisfaction. In addition, the laws of certain foreign
countries may not protect proprietary rights to the same extent as do the laws
of the United States. We may face
significant expenses and liability in connection with the protection of our
intellectual property rights outside the United States, and if we are unable to
successfully protect our rights or resolve intellectual property conflicts with
others, our business or financial condition may be adversely affected.
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.
We use trademarks on virtually all of our products and
believe that having distinctive marks that are readily identifiable is an
important factor in creating a market for our products, in identifying the
Company and in distinguishing our goods from the goods of others. We consider our Meade®, Bresser®, Simmons®,
Weaver®, Redfield® and Coronado® trademarks and brand names to be among our
most valuable assets and we have registered these trademarks in many
countries. In addition, we own many
other trademarks and trade names, which we utilize in marketing our
products. We continue to vigorously
protect our trademarks against infringement.
We also have a number of utility patents and design patents covering
components and features used in many of our telescope, riflescope, binocular
and other products. We believe our
success depends more upon skills in design, research and development,
production and marketing rather than upon our patent position. However, we have followed a policy of filing
applications for United States and foreign patents on designs and technologies
that we deem valuable as critical contributors to our business.
We are exposed to
potential risks from recent legislation requiring public companies to evaluate
controls under Section 404 of the Sarbanes-Oxley Act of 2002.
We are subject to various regulatory requirements,
including the Sarbanes-Oxley Act of 2002.
We, like all other public companies, are incurring expenses and
diverting managements time in an effort to comply with Section 404 of the
Sarbanes-Oxley Act of 2002 (Section 404). We are a non-accelerated filer and we are in
the early stages of process documentation and evaluation of our systems of
internal control. We are required to
assess our compliance with Section 404 for the year ending
February 29, 2008. We expect to
devote the necessary resources, including additional internal and supplemental
external resources, to support our assessment.
If, in the future, we identify one or more material weaknesses, or our
external auditors are unable to attest that our managements report is fairly
stated or to express an opinion on the effectiveness of our internal controls,
this could result in a loss of investor confidence in our financial reports,
have an adverse effect on our stock price and/or subject us to sanctions or
investigation by regulatory authorities.
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.
Our Certificate of Incorporation and Bylaws provide
for:
·
advance notice requirements for
stockholder proposals and director nominations,
·
a prohibition on stockholder action by
written consent, and
·
limitations on calling stockholder meetings.
7
In addition, we are subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law, which
prohibits us from engaging in a business combination with an interested
stockholder for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner.
These provisions could have the effect of discouraging certain attempts
to acquire the Company, which could deprive our stockholders of the opportunity
to sell their shares of common stock at prices higher than prevailing market
prices. In addition, our Board of
Directors has authority to issue up to 1,000,000 shares of preferred stock and
to fix the price, rights, preferences, privileges and restrictions, including
voting rights, of those shares without any further vote or action by the
stockholders. The rights of the holders
of our common stock will be subject to, and may be adversely affected by, the
rights of the holders of any preferred stock that may be issued in the
future. The issuance of preferred stock
could affect adversely the voting power of holders of our common stock and the
likelihood that such holders will receive dividend payments and payments upon
liquidation. Additionally, the issuance
of preferred stock may have the effect of delaying, deferring or preventing a
change in control of the Company, may discourage bids for our common stock at a
premium over the market price of the common stock and may affect adversely the
market price of and the voting and other rights of the holders of our common
stock.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that
are subject to risks and uncertainties and are based on the beliefs and
assumptions of management and information currently available to
management. The use of words such as believes,
expects, anticipates, intends, plans, estimates, should, likely
or similar expressions, indicates a forward-looking statement. Forward-looking
statements are not guarantees of performance.
They involve risks, uncertainties and assumptions. Future results may differ materially from
those expressed in the forward-looking statements. Many of the factors that will determine these
results are beyond an ability to control or predict. Stockholders are cautioned not to put undue
reliance on any forward-looking statements, which speak only to the date made. For a discussion of some of the factors that
may cause actual results to differ materially from those suggested by the
forward-looking statements, please read carefully the information under Risk
Factors beginning on page 3. In
addition, the information under Managements Discussion and Analysis of
Financial Condition and Results of Operations section contains various forward
looking statements concerning the future and are subject to risks and
uncertainties that could cause the Companys actual operating results and
financial position to differ materially, including the following: the Company
being able to see continued progress in its restructuring efforts, the timing
of such restructuring efforts, and the expectation that the restructuring
efforts will result in positive financial results in the future; the Companys
expectation that it will solve its riflescope supply chain difficulties, which
will result in the Company being fully stocked in riflescope inventory for the
upcoming season; the Companys expectation that it will be able to build inventory
of other necessary products in preparation for the holiday season; the Companys
expectation that it will continue to experience fluctuations in its sales,
gross margins and profitability from quarter to quarter consistent with prior
periods; the Companys expectation that contingent liabilities will not have a
material effect on the Companys financial position or results of operations;
the Companys expectation that operating cash flow and bank borrowing capacity
in connection with the Companys business should provide sufficient liquidity
for the Companys obligations for at least the next twelve months.
The identification in this prospectus of factors that
may affect future performance and the accuracy of forward-looking statements is
meant to be illustrative and by no means exhaustive. All forward-looking statements should be
evaluated with the understanding of their inherent uncertainty.
8
USE OF PROCEEDS
We will not receive any proceeds from the sale or
other disposition of the shares of common stock covered by this
prospectus. The selling stockholders
will pay any commissions and expenses incurred by the selling stockholders for
brokerage, accounting or tax services or any other expenses incurred by the
stockholders in disposing of the shares of common stock, except as described
below. We will bear all other costs,
fees and expenses incurred in effecting the registration of the shares of
common stock covered by this prospectus, including without limitation, all
registration and filing fees, fees and expenses of one counsel for the selling
stockholders (up to $5,000), the reasonable expenses of the selling
stockholders incurred in connection with the registration of the shares covered
by this prospectus, and the fees and expenses of our counsel and our
accountants.
9
SELLING
STOCKHOLDERS
The selling stockholders may from time to time sell or
otherwise dispose of any or all of the shares of our Common Stock set forth
below pursuant to this prospectus. When
we refer to selling stockholders in this prospectus, we mean the entities
listed in the table below, and the pledges, donees, permitted transferees,
assignees, successors and others who later come to hold any of the selling
stockholders interests in shares of our Common Stock other than through a
public sale. The following table sets
forth, as of the date of this prospectus, the name of the selling stockholders
for whom we are registering shares, and the number of shares of common stock
that the selling stockholders may offer pursuant to this prospectus. The Common Stock covered by this prospectus
was acquired from us in a private placement that was completed on
August 24, 2007. The shares of
common stock were issued pursuant to exemptions from the registration
requirements of the Securities Act.
Except as noted below, the selling stockholders have not, or within the
past three years have not had, any material relationship with us or any of our
predecessors or affiliates and the selling stockholders are not or were not
affiliated with registered broker-dealers.
Based on the information provided to us by the selling stockholders and
as of the date the same was provided to us, and assuming that the selling
stockholders sell all of the shares of our Common Stock registered hereby and
do not acquire any additional shares, the selling stockholders will not own any
shares other than those appearing in the column entitled Number of Shares
Beneficially Owned After the Offering.
We cannot advise you as to whether the selling stockholders will in fact
sell any or all of such shares of Common Stock.
In addition, the selling stockholders may have sold, transferred or
otherwise disposed of, or may sell, transfer or otherwise dispose of, at any
time and from time to time, the shares of our common stock covered hereby in
transactions exempt from the registration requirements of the Securities Act
after December 10, 2007, the date on which it provided the information set
forth on the table below:
|
|
Number of Shares
Beneficially Owned
Prior to Offering
|
|
Maximum Number
of Shares to be Sold
Pursuant to this
Prospectus
|
|
Number of Shares
Beneficially
Owned After
Offering
|
|
Percentage of
Shares
Outstanding
After Offering
|
|
|
|
|
|
|
|
|
|
|
|
Special
Situations Fund III QP, L.P.(1)
|
|
2,662,398
|
|
2,105,263
|
|
557,135
|
|
2.39
|
%
|
Millennium
Partners, L.P.(2)
|
|
1,446,530
|
|
526,316
|
|
920,214
|
|
3.95
|
%
|
Hummingbird
Concentrated Fund, L.P.(3)
|
|
1,586,436
|
|
263,158
|
|
1,323,278
|
|
5.68
|
%
|
Hummingbird
Microcap Value Fund, L.P.(3)
|
|
1,019,915
|
|
131,579
|
|
888,336
|
|
3.82
|
%
|
Hummingbird Value Fund,
L.P.(3)
|
|
973,301
|
|
131,579
|
|
841,722
|
|
3.61
|
%
|
(1)
MGP Advisors Limited (MGP) is the
general partner of the Special Situations Fund III, QP, L.P. (SSF). AWM Investment Company, Inc. (AWM) is the
general partner of MGP and the investment advisor to SSF. Austin W. Marxe and David M.
Greenhouse are the principal owners of MGP and AWM. Through their control of MGP and AWM,
Messrs. Marxe and Greenhouse share voting and investment control over the
securities of SSF.
(2)
Includes 920,214 shares held by Millenco
LLC, an affiliate. Millennium Management
LLC, a Delaware limited liability company, is the managing partner of
Millennium Partners, L.P., a Cayman Islands exempted limited partnership, and
consequently may be deemed to have voting control and investment discretion over
securities owned by Millennium Partners, L.P.
Israel A. Englander is the managing member of Millennium Management
LLC. As a result, Mr. Englander may be
deemed to be the beneficial owner of any shares deemed to be beneficially owned
by Millennium Management LLC. The
foregoing should not be construed in and of itself as an admission by either of
Millennium Management LLC or Mr. Englander as to beneficial ownership of the
shares of the Companys common stock owned by Millennium Partners, L.P. The listed selling stockholder is an
affiliate of the following registered broker-dealers: Millenco LLC, MLP Trading Co., LLC and
Millennium Funding Associates LLC.
(3)
Hummingbird Management, LLC (f/k/a
Morningside Value Investors, LLC), a Delaware limited liability company (Hummingbird),
has sole voting power as to 3,579,652 of such shares, sole dispositive power as
to 3,579,652 of such shares, shared voting power as to none of such shares and
shared dispositive power as to none of such shares. Hummingbird, as investment manager, and
Hummingbird Capital LLC, as general partner, may be deemed to have sole voting
and investment authority over 973,301 shares of Common Stock owned by The
Hummingbird Value Fund, L.P., 1,019,915 shares of Common Stock owned by The Hummingbird
Microcap Value Fund, L.P., and 1,586,436 shares of Common Stock owned by The
Hummingbird Concentrated Fund, L.P. Paul D. Sonkin, managing member and control
person of Hummingbird (Sonkin), has sole voting and dispositive power as to
an additional 40,666 shares of Common Stock and shared dispositive power as to
an additional 43,100 shares which if included with the 3,579,652 shares listed
above would result in a total of 3,663,418 shares prior to the offering,
3,137,102 shares after the offering and 13.47% of the total outstanding common
stock after the offering.
Except as set forth above, none of the selling
stockholders is a registered broker-dealer or an affiliate of a registered
broker-dealer.
10
PLAN OF DISTRIBUTION
The selling stockholders, which as used herein
includes donees, pledgees, transferees or other successors-in-interest selling
shares of common stock or interests in shares of common stock received after
the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell,
transfer or otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale, or
at negotiated prices.
The selling stockholders may use any one or more of
the following methods when disposing of shares or interests therein:
·
ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;
·
block trades in which the broker-dealer
will attempt to sell the shares as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
·
purchases by a broker-dealer as principal
and resale by the broker-dealer for its account;
·
an exchange distribution in accordance
with the rules of the applicable exchange;
·
privately negotiated transactions;
·
short sales effected after the date the
registration statement of which this Prospectus is a part is declared effective
by the SEC;
·
through the writing or settlement of
options or other hedging transactions, whether through an options exchange or
otherwise;
·
broker-dealers may agree with the selling
stockholders to sell a specified number of such shares at a stipulated price
per share; and
·
a combination of any such methods of
sale.
The selling stockholders may, from time to time,
pledge or grant a security interest in some or all of the shares of common
stock owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment
to this prospectus under Rule 424
(b)(3) or other applicable provision of the Securities
Act amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus. The selling stockholders
also may transfer the shares of common stock in other circumstances, in which
case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or
interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage
in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may
also sell shares of our common stock short and deliver these securities to
close out their short positions, or loan or pledge the common stock to
broker-dealers that in turn may sell these securities. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
11
The aggregate proceeds to the selling stockholders
from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any
of the proceeds from this offering.
The selling stockholders also may resell all or a
portion of the shares in open market transactions in reliance upon
Rule 144 under the Securities Act of 1933, provided that they meet the
criteria and conform to the requirements of that rule.
The selling stockholders and any underwriters,
broker-dealers or agents that participate in the sale of the common stock or
interests therein may be underwriters within the meaning of Section 2(11) of
the Securities Act. Any discounts,
commissions, concessions or profit they earn on any resale of the shares may be
underwriting discounts and commissions under the Securities Act. Selling stockholders who are underwriters
within the meaning of Section 2(11) of the Securities Act will be subject to
the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our common stock
to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or
underwriter, any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or,
if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.
In order to comply with the securities laws of some
states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock
may not be sold unless it has been registered or qualified for sale or an
exemption from registration or qualification requirements is available and is
complied with.
We have advised the selling stockholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of shares in the market and to the activities of the selling stockholders
and their affiliates. In addition, to
the extent applicable we will make copies of this prospectus (as it may be
supplemented or amended from time to time) available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders
against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this
prospectus.
We have agreed with the selling stockholders to keep
the registration statement of which this prospectus constitutes a part
effective until the earlier of (1) such time as all of the shares covered by
this prospectus have been disposed of pursuant to and in accordance with the
registration statement or (2) the date on which the shares may be sold pursuant
to Rule 144(k) of the Securities Act.
12
LEGAL MATTERS
The validity of the shares of common stock offered
hereby will be passed upon for the Company by Hewitt & ONeil LLP.
EXPERTS
Our consolidated financial statements as of
February 28, 2007 and 2006 and for the fiscal years ended
February 28, 2007 and 2006 incorporated by reference in this prospectus have
been audited by Moss Adams LLP, independent registered public accounting firm,
as stated in their report incorporated by reference in this prospectus, and are
so incorporated in reliance upon the report of such firm given their authority
as experts in accounting and auditing.
The financial statements for the year ended February
28, 2005 incorporated in this prospectus by reference to the Annual Report on
the Form 10-K for the year ended February 28, 2007 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the informational requirements of
the Securities Exchange Act of 1934, and in accordance therewith file reports,
proxy or information statements and other information with the Securities and
Exchange Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Securities and Exchange Commission at
100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates. The phone number is
1-800-732-0330. In addition, the
Securities and Exchange Commission maintains a website that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange
Commissions website is http://www.sec.gov.
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act of 1933 with respect
to the common stock being offered hereby.
As permitted by the rules and regulations of the Securities and Exchange
Commission, this prospectus does not contain all the information set forth in
the registration statement and the exhibits and schedules thereto. For further information with respect to us
and the common stock offered hereby, reference is made to the registration
statement, and such exhibits and schedules.
A copy of the registration statement, and the exhibits and schedules
thereto, may be inspected without charge at the public reference facility
maintained by the Securities and Exchange Commission. In addition, the registration statement may
be accessed at the Securities and Exchange Commissions website. Statements contained in this prospectus as to
the contents of any contract or other document are not necessarily complete
and, in each instance, reference is made to the copy of such contract or
document filed as an exhibit to the registration statement, each such statement
being qualified in all respects by such reference.
Meades website is located at
http://www.meade.com. The Company makes
available free of charge, on or through our website, our annual, quarterly and
current reports, and any amendments to those reports, as soon as reasonably
practicable after electronically filing such reports with the Securities and
Exchange Commission. The information
contained on the Companys website is not part of this prospectus.
13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and
Exchange Commission (SEC) allows us to incorporate by reference the
information that we file with it. This
means that we can disclose important information to you in this prospectus by
referring you to another document filed separately with the SEC. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file
later with the SEC will automatically update and supersede this information.
(1) Our
annual report on Form 10-K for our fiscal year ended February 28, 2007, as
filed with the SEC on June 1, 2007;
(2) Our
annual report on Form 10-K/A as filed with the SEC on August 9, 2007;
(3) Our
annual report on Form 10-K/A as filed with the SEC on August 29, 2007;
(4) Our quarterly reports on Form 10-Q
for our fiscal quarters ended May 31, 2007 and August 31, 2007;
(5) Our current reports on Form 8-K as
filed with the SEC on March 6, 2007, March 23, 2007, May 24, 2007, June 6,
2007, July 10, 2007, July 17, 2007, July 19, 2007, August 29, 2007, September
18, 2007, October 11, 2007, November 8, 2007, November 13, 2007 and November
21, 2007;
(6) Our current report on Form 8-K/A as
filed with the SEC on November 13, 2007;
(7) Our Definitive Proxy Statement as filed
with the SEC on June 15, 2007; and
(8) The description of our common stock
contained in our registration statement on Form 8-A as filed with the SEC on
February 27, 1997.
All documents that
we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the initial registration statement for this
prospectus but before the effective date of the registration statement shall be
deemed incorporated by reference into this prospectus and to be a part of this
prospectus from the respective dates of filing such documents. In addition, all
documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and before the
termination of the offering of the shares of common stock shall be deemed
incorporated by reference into this prospectus and to be a part of this
prospectus from the respective dates of filing such documents.
We will provide
without charge to each person, including any beneficial owner, to whom a copy
of this prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to in Incorporation of
Certain Documents by Reference which have been or may be incorporated in this
prospectus by reference. Requests for such copies should be directed to our
Secretary at Meade Instruments Corp., 6001 Oak Canyon, Irvine, California
92618, telephone number (949) 451-1450.
Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus shall be deemed modified, superseded or replaced for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any subsequently filed document that also is or is deemed to
be incorporated by reference in this prospectus modifies, supersedes or
replaces such statement. Any statement so modified, superseded or replaced
shall not be deemed, except as so modified, superseded or replaced, to
constitute a part of this prospectus.
You should rely
only on the information incorporated by reference, provided in this prospectus
or any supplement or that we have referred you to. We have not authorized anyone else to provide
you with different information.
You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents. However, you should realize that the affairs
of the Company may have changed since the date of this prospectus. This prospectus
will not reflect such changes. You should not consider this prospectus to be an
offer or solicitation relating to the securities in any jurisdiction in which
such an offer or solicitation relating to the securities is not authorized, if
the person making the offer or solicitation is not qualified to do so, or if it
is unlawful for you to receive such an offer or solicitation.
14
3,157,895
Shares of
Common Stock
PROSPECTUS
The date of this prospectus is December 17, 2007
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and
expenses payable by the registrant in connection with the registration of its
Common Stock:
Securities and Exchange
Commission registration fee
|
|
$
|
189
|
|
Printing and
engraving costs
|
|
$
|
5,000
|
*
|
Legal fees and
expenses
|
|
$
|
110,000
|
*
|
Accounting fees
and expenses
|
|
$
|
35,000
|
*
|
Miscellaneous
expenses
|
|
$
|
5,000
|
*
|
Total
|
|
$
|
125,189
|
*
|
*
Estimated
ITEM 15.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation provides that a
director will not be personally liable for monetary damages to the Company or
its stockholders for breach of fiduciary duty as a director, except to the
extent such exemption for liability or limitation thereof is not permitted
under the Delaware General Corporation Law (i.e., liability (i) for any
breach of the directors duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for paying a dividend or
approving a stock repurchase in violation of Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit).
While the Certificate of Incorporation provides
directors with protection from awards for monetary damages for breaches of
their duty of care, it does not eliminate such duty. Accordingly, the
Certificate of Incorporation will have no effect on the availability of
equitable remedies, such as an injunction or rescission based on a directors
breach of such directors duty of care.
The Certificate of Incorporation provides that each
person (and the heirs, executors, or administrators of such person) who was or
is a party or is threatened to be made a party to, or is involved in any
threatened pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director or officer of the Company or is or was serving at
the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, will be indemnified and
held harmless by the Company to the fullest extent permitted by the Delaware
General Corporation Law. The Certificate
of Incorporation further provides that the right to indemnification includes the
right to be paid by the Company for expenses incurred in connection with any
such proceeding in advance of its final disposition to the fullest extent
permitted by the Delaware General Corporation Law, and that the right to
indemnification conferred thereunder is deemed a contract right.
The Certificate of Incorporation further provides that
the Company may, by action of its Board of Directors, provide indemnification
to such of the employees and agents of the Company and such other persons
serving at the request of the Company as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise to such
extent and to such effect as is permitted by the Delaware General Corporation
Law and the Board of Directors.
The Company has entered into indemnification agreements
with certain of its directors and officers that require the Company to
indemnify such directors and officers to the fullest extent permitted by
applicable provisions of law, provided that any settlement of a third party
action against a director or officer is approved by the Company, and subject to
limitations for actions initiated by the director or officer, penalties paid by
insurance and violations of Section 16(b) of the Securities Exchange Act of
1934, as amended, and similar laws.
II-1
ITEM 16.
EXHIBITS
See Exhibit Index
ITEM 17.
UNDERTAKINGS
(a)
The undersigned Registrant hereby
undertakes:
(1)
To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:
(i)
To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20-percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the Registration
Statement is on Form S-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement, or is contained in the form of a
prospectus filed pursuant to Rule 424(b) that is part of the Registration
Statement.
II-2
(2)
That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4)
That, for the purpose of determining liability
under the Securities Act of 1993 to any purchaser, each prospectus filed
pursuant to Rule 424 (b) as part of a registration statement relating to an
offering shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
(b)
The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrants annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
Signatures
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it meets all of the
requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on December 17, 2007.
|
MEADE INSTRUMENTS CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ Steven L. Muellner
|
|
|
|
Steven L. Muellner
Chief Executive Officer and President
|
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints Steven L. Muellner and Paul E. Ross his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement (including
any post-effective amendments and any registration statements under
Rule 462(b)), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Steven L. Muellner
|
|
|
Chief
Executive Officer, President and Director (principal executive officer)
|
|
December 17, 2007
|
Steven
L. Muellner
|
|
|
|
|
|
|
|
|
/s/
Paul E. Ross
|
|
|
Senior
Vice President Finance and Chief Financial Officer (principal financial
officer and principal accounting officer)
|
|
December 17, 2007
|
Paul E.
Ross
|
|
|
|
|
|
|
|
|
/s/
Harry L. Casari
|
|
|
Director
|
|
December 17, 2007
|
Harry
L. Casari
|
|
|
|
|
|
|
|
|
|
/s/
Paul D. Sonkin
|
|
|
Director
|
|
December 17, 2007
|
Paul D.
Sonkin
|
|
|
|
|
|
|
|
|
|
/s/
Timothy C. McQuay
|
|
|
Director
|
|
December 17, 2007
|
Timothy
C. McQuay
|
|
|
|
|
|
|
|
|
|
/s/
James M. Chadwick
|
|
|
Director
|
|
December 17, 2007
|
James
M. Chadwick
|
|
|
|
|
|
|
|
|
|
/s/
Frederick H. Schneider, Jr.
|
|
|
Director
|
|
December 17, 2007
|
Frederick
H. Schneider, Jr.
|
|
|
|
|
|
|
|
|
|
/s/
Steven G. Murdock
|
|
|
Director
|
|
December 17, 2007
|
Steven
G. Murdock
|
|
|
|
|
II-4
EXHIBIT INDEX
Exhibit
|
|
Description
|
|
Incorporation
Reference
|
2.1
|
|
Interest Purchase Agreement, dated as of
July 15-16, 1999, by and among Bresser Optik GmbH & Co. KG, a
German limited partnership, Bresser Optik Geschaftsfuhrung und Verwaltungs
GmbH, a German limited liability company, and Rudolf Bresser, an individual,
on the one hand, and the Company and Meade Instruments Europe Corp., a
California corporation, on the other (excluding Exhibits and Schedules
thereto)
|
|
(h)
|
2.2
|
|
Stock Purchase Agreement, dated as of
September 14, 2002, by and among Alliant Techsystems, Inc., a Delaware
corporation, ATK Commercial Ammunition Company Inc., a Delaware corporation,
Meade Instruments Corp., a Delaware corporation, and MTSC Holdings Corp., a
California corporation and wholly-owned subsidiary of Meade Instruments Corp.
(excluding Exhibits and Schedules thereto)
|
|
(p)
|
2.3
|
|
First Amendment to Stock Purchase Agreement, dated
as of October 4, 2002, by and among Alliant Techsystems, Inc., a
Delaware corporation, ATK Commercial Ammunition Company Inc., a Delaware
corporation, Meade Instruments Corp., a Delaware corporation, and MTSC
Holdings Corp., a California corporation and wholly-owned subsidiary of Meade
Instruments Corp.
|
|
(p)
|
2.4
|
|
Second Amendment to Stock Purchase Agreement, dated
as of October 24, 2002, by and among Alliant Techsystems, Inc., a
Delaware corporation, ATK Commercial Ammunition Company Inc., a Delaware
corporation, Meade Instruments Corp., a Delaware corporation, and MTSC
Holdings Corp., a California corporation and wholly-owned subsidiary of Meade
Instruments Corp.
|
|
(p)
|
3.1
|
|
Certificate of Incorporation of the Company, as
amended
|
|
(c)
|
3.4
|
|
Certificate of Amendment of Certificate of
Incorporation of Meade Instruments Corp.
|
|
(k)
|
3.7
|
|
Amended and Restated Bylaws of the Company, as
amended
|
|
(u)
|
3.8
|
|
Amendment to Article III, Section 3.02(a), of
the Amended and Restated Bylaws of the Company
|
|
(hh)
|
3.9
|
|
Amendment in Article III, Section 3.02(a), of
the Amended and Restated Bylaws of the Company
|
|
(rr)
|
3.10
|
|
Certificate of Amendment of Certificate of
Incorporation of Meade Instruments Corp.
|
|
(tt)
|
4.1
|
|
Specimen Stock Certificate
|
|
(d)
|
4.2
|
|
Subscription Agreement, dated as of October 22,
2002, by and among Meade and the Purchasers Named on the Signature Page
thereto
|
|
(q)
|
4.3
|
|
Registration Rights Agreement, dated as of
October 22, 2002, by and among Meade and Purchasers Named therein
|
|
(q)
|
4.4
|
|
Registration Rights Agreement, dated as of
April 18, 2003, by and between Meade Instruments Corp. and John C.
Diebel
|
|
(s)
|
4.5
|
|
Registration Rights Agreement dated August 24,
2007 by and among Meade Instruments Corp. and the Investors listed therein.
|
|
(xx)
|
5.1
|
|
Form of Opinion of Hewitt & ONeil LLP
regarding the validity of the securities being registered.**
|
|
|
10.7
|
|
Industrial Lease (Single Tenant; Net; Stand-Alone),
dated December 20, 1996, between the Company and The Irvine Company
|
|
(a)
|
10.14+
|
|
Employee Stock Ownership Plan (ESOP) Trust
Agreement, as Amended and Restated as of April 9, 1997, between the
Company and Wells Fargo Bank, N.A.
|
|
(e)
|
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.
|
|
(j)
|
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)
|
|
(p)
|
10.48
|
|
Subscription Agreement, dated as of October 22,
2002, by and among Meade Instruments Corp. and each of the Purchasers Named
on the Signature Page thereof.
|
|
(p)
|
10.51+
|
|
Transition Agreement, by and between Meade
Instruments Corp. and John Diebel, dated April 18, 2003
|
|
(s)
|
10.54
|
|
First Amendment to Amended and Restated Credit
Agreement dated October 27, 2003
|
|
(t)
|
10.55
|
|
Lease Agreement, dated as of March 26, 1992,
between Simmons Outdoor Corporation and Realty Four, and three Addendum
Agreements thereto, dated April 1, 1992, June 6, 1995 and
November 2, 1999, respectively
|
|
(u)
|
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)
|
|
(v)
|
10.57
|
|
Second Amendment to Amended and Restated Credit
Agreement, dated July 9, 2004
|
|
(w)
|
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
|
|
(x)
|
II-5
Exhibit
|
|
Description
|
|
Incorporation
Reference
|
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)
|
|
(y)
|
10.60
|
|
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
|
|
(z)
|
10.61
|
|
Meade Instruments Corp. Employee Stock Ownership
Plan, As Amended and Restated Effective as of January 1, 1999, as amended
|
|
(pp)
|
10.62+
|
|
Meade Instruments Corp. Employee Stock Ownership
Plan Loan and Pledge Agreement, between the ESOP and the Company, as amended
|
|
(pp)
|
10.63+
|
|
Meade Instruments Corp. 1997 Stock Incentive Plan,
as amended.
|
|
(pp)
|
10.64+
|
|
Form Employment Agreement between the Company and
executive officers of the Company
|
|
(pp)
|
10.65+
|
|
Form Non-Qualified Stock Option Agreement between
the Company and recipients of non-qualified options granted pursuant to the
Meade Instruments 1997 Stock Incentive Plan, as amended
|
|
(pp)
|
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 1997 Stock
Incentive Plan, as amended
|
|
(pp)
|
10.67+
|
|
Form Restricted Stock Agreement by and between the
Company and recipients of restricted shares of the Companys Common Stock
granted pursuant to the Companys 1997 Stock Incentive Plan, as amended
|
|
(pp)
|
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
|
|
(aa)
|
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
|
|
(cc)
|
10.70
|
|
Seasonal Loan Agreement, dated July 15 and 26,
2005, between Meade Instruments Europe GmbH & Co. KG and VR Bank
Westmuensterland KG
|
|
(dd)
|
10.71
|
|
Long Term Loan Agreement, dated August 5, 2005,
between Meade Instruments Europe GmbH & Co. KG, the Owner, and VR Bank
Westmuensterland KG, the Creditor
|
|
(dd)
|
10.72+
|
|
Offer of Employment for the position of Chief
Executive Officer and President, dated April 28, 2006, for
Mr. Steven L. Muellner by Meade Instruments Corporation
|
|
(ff)
|
10.73+
|
|
Non-Qualified Stock Option Agreement between Meade
Instruments Corp. and Steven L. Muellner, granting 500,000 stock options,
pursuant to the Meade Instruments 1997 Stock Incentive Plan, as amended
|
|
(gg)
|
10.74+
|
|
Non-Qualified Stock Option Agreement between Meade
Instruments Corp. and Steven L. Muellner, granting 200,000 stock options,
subject to stockholder approval at the Companys 2006 Annual meeting of
Stockholders
|
|
(gg)
|
10.75+
|
|
Executive Severance Agreement, dated May 8,
2006, as entered into by and between Steven G. Murdock and Meade Instruments
Corp., a Delaware corporation
|
|
(hh)
|
10.76+
|
|
Registration Rights Agreement, dated May 16,
2006, and entered into by and between Meade Instruments Corp., a Delaware
corporation and Steven Murdock
|
|
(hh)
|
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, LLC, 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
|
|
(ii)
|
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
|
|
(ii)
|
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
|
|
(jj)
|
10.80+
|
|
Employment Agreement, dated August 16, 2006, by and
between Meade Instruments Corp. and Donald W. Finkle
|
|
(kk)
|
II-6
Exhibit
|
|
Description
|
|
Incorporation
Reference
|
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
|
|
(ll)
|
10.82+
|
|
Performance Share Award Agreement, dated
October 18, 2006, by and between Meade Instruments Corp. and Steven L.
Muellner
|
|
(mm)
|
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
|
|
(nn)
|
10.84+
|
|
Buyers Agency Agreement, dated as of
November 2, 2006, by and between Meade Instruments Corp., a Delaware
corporation, and Three Sixty Sourcing Ltd., a Hong Kong corporation
|
|
(oo)
|
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
|
|
(qq)
|
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
|
|
(ss)
|
10.87+
|
|
Offer of Employment for the position of Chief
Financial Officer, dated January 20, 2007, for Paul Ross by Meade Instruments
Corp., a Delaware corporation
|
|
(uu)
|
10.88
|
|
Executive Severance Agreement, dated as of
February 28, 2007, by and between Meade Instruments Corp., a Delaware
corporation, and Brent W. Christensen
|
|
(vv)
|
10.89
|
|
Executive Severance Agreement, dated as of
February 28, 2007, by and between Meade Instruments Corp., a Delaware
corporation, and Mark D. Peterson
|
|
(vv)
|
10.90
|
|
Executive Severance Agreement, dated as of
February 28, 2007, by and between Meade Instruments Corp., a Delaware
corporation, and Robert L. Davis
|
|
(vv)
|
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
|
|
(ww)
|
10.92+
|
|
Restricted Stock Award Agreement, dated June 1,
2007, by and between Meade Instruments Corp. and Steven L. Muellner.
|
|
(xx)
|
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).
|
|
(yy)
|
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.
|
|
(yy)
|
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.
|
|
(yy)
|
10.96
|
|
Purchase Agreement dated August 24, 2007 by and
among Meade Instruments Corp. and the Investors listed therein.
|
|
(zz)
|
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.
|
|
(aaa)
|
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.
|
|
(bbb)
|
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.
|
|
(ccc)
|
16.1
|
|
Dismissal of PricewaterhouseCoopers as certifying
accountant
|
|
(ee)
|
21.1
|
|
Subsidiaries of the Registrant
|
|
(ddd)
|
23.1
|
|
Consent of Independent Registered Public Accounting
FirmPricewaterhouseCoopers LLP**
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting
FirmMoss Adams LLP**
|
|
|
23.3
|
|
Consent of Hewitt & ONeil LLP
(included in Exhibit 5.1)**
|
|
|
24.1
|
|
Power of Attorney (included in signature page)**
|
|
|
**
|
Filed herewith.
|
***
|
Previously
Filed.
|
|
|
Previously filed with the Securities Exchange
Commission as set forth in the following table:
|
|
|
+
|
|
Management contract or compensatory plan or
arrangement.
|
|
|
*
|
|
Certain portions of this exhibit have been omitted
pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission
|
|
|
(a)
|
|
Incorporated by reference to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys
Registration Statement on Form S-8 relating to the Companys Employee Stock
Ownership Plan, as filed with the Securities and Exchange Commission on
April 16, 1999.
|
|
|
(g)
|
|
Incorporated by reference to the Companys 1999
Proxy Statement on Schedule 14A, as filed with the Securities and Exchange
Commission on June 8, 1999.
|
|
|
II-7
(h)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
September 15, 1999.
|
|
|
(i)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(j)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(k)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(l)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(m)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(n)
|
|
Incorporated by reference to the Companys
Registration Statement on Form S-8 (Registration No. 333-86818), relating to
the Companys Stock Incentive Plan, as amended, as filed with the Securities
and Exchange Commission on April 24, 2002.
|
|
|
(o)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(p)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
November 7, 2002.
|
|
|
(q)
|
|
Incorporated by reference to the Companys
Registration Statement on Form S-3 (Registration No. 333-101404), as filed
with the Securities and Exchange Commission on November 22, 2002.
|
|
|
(r)
|
|
Incorporated by reference to the Companys Quarterly
Report on Form 10-Q for the Quarterly Period Ended November 30, 2002, as
filed with the Securities and Exchange Commission on January 14, 2003.
|
|
|
(s)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
April 22, 2003.
|
|
|
(t)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(u)
|
|
Incorporated by reference to the Companys Annual
Report on Form 10-K for the Fiscal Year Ended February 29, 2004, as
filed with the Securities and Exchange Commission on June 1, 2004.
|
|
|
(v)
|
|
Incorporated by reference to the Companys Current Report
on Form 8-K, as filed with the Securities and Exchange Commission on
July 12, 2004.
|
|
|
(w)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(x)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
October 21, 2004.
|
|
|
(y)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
December 6, 2004.
|
|
|
(z)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
December 16, 2004.
|
|
|
(aa)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
May 31, 2005.
|
|
|
(bb)
|
|
Incorporated by reference to the Companys Annual
Report on Form 10-K for the Fiscal Year Ended February 28, 2003, as
filed with the Securities and Exchange Commission on May 29, 2003.
|
|
|
(cc)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
October 17, 2005.
|
|
|
(dd)
|
|
Incorporated by reference to the Companys Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission on
November 30, 2005.
|
|
|
(ee)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
March 2, 2006.
|
|
|
(ff)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
May 4, 2006.
|
|
|
(gg)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
May 11, 2006.
|
|
|
(hh)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
May 18, 2006.
|
|
|
(ii)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
June 15, 2006.
|
|
|
(jj)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
August 1, 2006.
|
|
|
II-8
(kk)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
August 18, 2006.
|
|
|
(ll)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
October 2, 2006.
|
|
|
(mm)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
October 19, 2006.
|
|
|
(nn)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
October 31, 2006.
|
|
|
(oo)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
November 17, 2006.
|
|
|
(pp)
|
|
Incorporated by reference to the Companys 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.
|
|
|
(qq)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
December 1, 2006.
|
|
|
(rr)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
December 15, 2006.
|
|
|
(ss)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
December 27, 2006.
|
|
|
(tt)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
February 6, 2007.
|
|
|
(uu)
|
|
Incorporated by reference to Exhibit 10.85 of
the Companys Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on February 20, 2007.
|
|
|
(vv)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange Commission on
March 6, 2007.
|
|
|
(ww)
|
|
Incorporated by reference to the Companys Annual
Report on Form 10-K, as filed with the Securities and Exchange Commission on
June 1, 2007.
|
|
|
(xx)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission on June 6, 2007.
|
|
|
(yy)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission on July 17, 2007.
|
|
|
(zz)
|
|
Incorporated by reference to Exhibit 10.99 of the
Companys Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on August 29, 2007.
|
|
|
(aaa)
|
|
Incorporated by reference to Exhibit 10.93 of the
Companys Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange Commission on October 15, 2007.
|
|
|
(bbb)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission on November 13, 2007.
|
|
|
(ccc)
|
|
Incorporated by reference to the Companys Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission on November 21, 2007.
|
|
|
(ddd)
|
|
Incorporated by reference to the Companys Registration
Statement on Form S-1, File No. 333-146254, as filed with the Securities and
Exchange Commission on September 21, 2007.
|
|
|
II-9
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