As filed with the Securities and Exchange Commission on September
29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
Meade Instruments Corp.
(Exact name of registrant as specified in its charter)
--------------------
Delaware 95-2988062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6001 Oak Canyon
Irvine, California 92620-4205
(949) 451-1450
(Address of principal executive offices)
---------------------
Meade Instruments Corp. 1997 Stock Incentive Plan
(Full title of the plan)
---------------------
John C. Diebel
Chairman of the Board and
Chief Executive Officer
Meade Instruments Corp.
6001 Oak Canyon
Irvine, California 92620-4205
(Name and address of agent for service)
---------------------
Telephone number, including area code, of agent for service:
(949) 451-1450
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<C> <S> <S> <S> <S>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate
securities to be price offering Amount of
to be registered per unit price
registration
Registered fee
Common Stock 1,500,000<1> $9.375<2> $14,062,500<2> $4,149<2>
$.01 par
value shares
- -----------------------
<FN>
<1> This Registration Statement covers, in addition
to the number of shares of Common Stock stated above,
options and
other rights to purchase or acquire the shares of Common
Stock
covered by the Prospectus and, pursuant to Rule 416(c)
under the
Securities Act of 1933, as amended (the "Securities
Act"), an
indeterminate number of shares which by reason of
certain events
specified in the Meade Instruments Corp. 1997 Stock
Incentive Plan
(the "Plan") may become subject to the Plan.
<2> Pursuant to Rule 457(h), the maximum offering
price, per share and in the aggregate, and the
registration fee
were calculated based upon the average of the high and
low prices
of the Common Stock on September 26, 1998, as reported
on the
Nasdaq National Market System and published in the
Western Edition
of The Wall Street Journal.
The Exhibit Index for this Registration Statement is at page
9.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act. Such documents need not
be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act. These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Meade Instruments Corp.
(the "Company") filed with the Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the
Company's fiscal year ended February 28, 1998, filed
with the Commission on May 29, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1998, filed with the
Commission on July 2, 1998; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, filed
with the Commission on February 27, 1997.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into the prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
The Common Stock is registered pursuant to Section 12
of the Exchange Act. Therefore, the description of the
securities is omitted.
Item 5. Interests of Named Experts and Counsel
The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Mark D.
Peterson. Mr. Peterson is the Vice President and General
Counsel of the Company, is compensated as an employee of the
Company, and is the holder of options to acquire Common Stock.
Item 6. Indemnification of Directors and Officers Limitation of
Liability
The Company's Certificate of Incorporation (the
"Certificate") provides that a director of the Company 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 (the
"Law") (i.e., liability (i) for any breach of the director's
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 Law, or (iv) for any transaction from which the
director derived an improper personal benefit).
While the Certificate 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 will have no effect on the
availability of equitable remedies, such as an injunction or
rescission based on a director's breach of such director's duty
of care.
Indemnification
The Certificate 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 Law. The Certificate
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 Law, and that
the right to indemnification conferred thereunder is deemed a
contract right.
The Certificate further provides that the Company may,
by action of its Board of Directors (the "Board"), 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 Law and the
Board.
Pursuant to the Certificate, the Company has the power
to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any expense, liability or loss incurred by such person in any
such capacity or arising out of his or her status as such,
whether or not the Company would have the power to indemnify
such person against such liability under the Law.
The Certificate provides that (i) the rights and
authority described above are not exclusive of any other right
that any person otherwise may have or acquire and (ii) no
amendment, modification or repeal of the Certificate, or
adoption of any additional provision of the Certificate or the
Company's Bylaws, or, to the fullest extent permitted by the
Law, any amendment, modification or repeal of law will eliminate
or reduce the effect of the provisions in the Certificate
limiting liability or indemnifying certain persons or adversely
affect any right or protection then existing thereunder in
respect of any acts or omissions occurring prior to such
amendments, modifications, repeal or adoption.
The Company has entered into indemnification
agreements with its directors and officers that require the
Company to indemnify the directors and officers to the fullest
extent permitted by applicable provisions of the Law and, to the
extent necessary, the California General Corporation Law.
The Company also maintains directors' and officers'
liability insurance policies insuring directors and officers of
the Company for certain covered losses as defined in the
policies.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index on page 9.
Item 9. 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;
(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; and
(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) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant with or furnished to the Commission
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
this Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, 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; and
(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.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
(h) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 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 September 29, 1998.
By: /s/ John C. Diebel
---------------------------------
John C. Diebel,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints John C. Diebel and Mark D. Peterson, or each of
them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the 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 either
of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/John C. Diebel Chairman of the Board September 29, 1998
John C. Diebel and Chief Executive
Officer (Principal
Executive Officer)
/s/Steven G. Murdock President, Chief September 29, 1998
Steven G. Murdock Operating Officer,
Secretary and
Director
/s/Joseph A. Gordon, Jr. Senior Vice September 29, 1998
Joseph A. Gordon, Jr. President-
North American Sales
and Director
/s/Brent W. Christensen Vice September 29, 1998
Brent W. Christensen President-Finance and
Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/Timothy C. McQuay Director September 29, 1998
Timothy C. McQuay
/s/Harry L. Casari Director September 29, 1998
Harry L. Casari
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit
Number Description of Exhibit
4.1<1> Meade Instruments Corp. 1997 Stock Incentive Plan.
4.2 Amendment 1998-I to the Meade Instruments Corp.
1997 Stock Incentive Plan.
4.3 Amendment 1998-II to the Meade Instruments Corp.
1997 Stock Incentive Plan.
5. Opinion of Counsel (opinion re legality).
23.1 Consent of Price Waterhouse LLP (consent of
independent auditors).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
- ----------------------
<FN>
<1> This exhibit was previously filed by the Company with the
Commission in connection with the Company's Amendment No. 1
to a
Registration Statement on Form S-1 (Registration No. 333-
21123),
filed on February 27, 1997, and is incorporated herein by
this
reference.
</FN>
</TABLE>
<PAGE>
MEADE INSTRUMENTS CORP.
1997 STOCK INCENTIVE PLAN
AMENDMENT 1998-I
WHEREAS, Meade Instruments Corp. (the "Corporation")
maintains the Meade Instruments Corp. 1997 Stock Incentive Plan
(the "Plan"); and
WHEREAS, the Board of Directors of the Corporation
approved the amendments to the Plan set forth herein;
NOW, THEREFORE, BE IT RESOLVED, that the Plan be, and
it hereby is, amended, effective immediately, as set forth below:
1. The first sentence of Section 6.2(b) of the Plan is
amended to read as follows:
"As to any Participant, unless prior to a Change in
Control Event the Board determines that, upon its
occurrence, there shall be no acceleration of benefits
under Awards or determines that only certain or limited
benefits under Awards shall be accelerated and the
extent to which they shall be accelerated, and/or
establishes a different time in respect of such Event
for such acceleration, then upon the occurrence of a
Change in Control Event: (i) each Option and Stock
Appreciation Right shall become immediately
exercisable, (ii) Restricted Stock shall immediately
vest free of restrictions, and (iii) each Performance
Share Award shall become payable to the Participant."
2. Subparagraph (4) of the definition of "Change in
Control Event" contained in Section 7.1(h) of the Plan
is amended to read as follows:
"(4) Any 'person' (as such term is used in Sections
13(d) and 14(d) of the Exchange Act but excluding
any person described in and satisfying the
conditions of Rule 13d-1(b)(1) thereunder) becomes
the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly,
of securities of the Corporation representing 30%
or more of the combined voting power of the
Corporation's then outstanding securities entitled
to then vote generally in the election of
directors of the Corporation; or"
3. The first sentence of Section 8.7 of the Plan is
amended to read as follows:
"Upon the occurrence of a Change in Control Event, each
Option granted under Section 8.2 hereof shall become
immediately exercisable in full."
IN WITNESS WHEREOF, the Corporation has caused its duly
authorized officer to execute this Amendment 1998-I on this
19th day of August, 1998.
By: /s/ Steven G. Murdock
Its: President, Chief Operating
Officer and Secretary
<PAGE>
MEADE INSTRUMENTS CORP.
1997 STOCK INCENTIVE PLAN
AMENDMENT 1998-II
WHEREAS, Meade Instruments Corp. (the "Corporation")
maintains the Meade Instruments Corp. 1997 Stock Incentive Plan,
as amended (the "Plan"); and
WHEREAS, the Board of Directors of the Corporation
approved the amendment to the Plan set forth herein;
NOW, THEREFORE, BE IT RESOLVED, that Section 1.4(b) of
the Plan be, and it hereby is, amended to read as follows:
"(b) Share Limits. The maximum number of shares of Common
Stock that may be delivered pursuant to Awards (including
Incentive Stock Options) granted to Eligible Persons under
this Plan shall not exceed 1,500,000 shares (the 'Share
Limit'). The maximum number of shares of Common Stock that
may be delivered under the provisions of Article 8 shall not
exceed 150,000 shares. The maximum number of shares subject
to those Options and Stock Appreciation Rights that are
granted
during any calendar year to any individual shall be limited
to
350,000 shares. Each of the three foregoing numerical
limits
shall be subject to adjustment as contemplated by this
Section
1.4 and Section 6.2."
RESOLVED FURTHER, that the foregoing Plan amendment
shall be
effective immediately, subject, however, to stockholder approval
of such
amendment at the next regularly scheduled meeting of stockholders.
IN WITNESS WHEREOF, the Corporation has caused its duly
authorized officer to execute this Amendment 1998-II on this
18th day of August, 1998.
By: /s/ Steven G. Murdock
Its: President, Chief Operating
Officer and Secretary
<PAGE>
[MEADE INSTRUMENTS CORP. LETTERHEAD]
September 29, 1998
Meade Instruments Corp.
6001 Oak Canyon
Irvine, CA 92620
Re: Registration Statement on Form S-8 of
Meade Instruments Corp. (the "Company")
Ladies and Gentlemen:
In my capacity as Vice President and General Counsel of
Meade Instruments, Corp., a Delaware corporation (the
"Company"), I have, at your request, examined the Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 1,500,000 shares of
Common Stock, $.01 par value, of the Company (the "Common
Stock"), and additional rights (together with the Common Stock,
the "Shares"), to be issued pursuant to the Meade Instruments
Corp.
1997 Stock Incentive Plan (the "Plan"). I have examined the
proceedings heretofore taken and to be taken in connection with
the
authorization of the Plan and the Shares to be issued pursuant to
and in accordance with the Plan.
Based upon such examination and upon such other matters of
fact and law as I have deemed relevant, I am of the opinion that
the
Shares have been duly authorized by all necessary corporate action
on
the part of the Company and, when issued in accordance with such
authorization, the provisions of the Plan and relevant agreements
duly authorized by and in accordance with the terms of the Plan,
will
be validly issued, fully paid and nonassessable.
This opinion is furnished by me as counsel for the Company.
I consent to the use of this opinion as an exhibit to the
Registration
Statement.
Respectfully submitted,
/s/ Mark D. Peterson
Mark D. Peterson
Vice President and General Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
April 2, 1998 appearing on page F-2 of the Meade Instruments Corp.
Annual Report on Form 10-K for the year ended February 28, 1998.
/s/ PricewaterhouseCoopers LLP
Costa Mesa, California
September 29, 1998
