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As filed with the Securities and Exchange Commission on January 19, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEADE INSTRUMENTS CORP.
(Exact name of registrant as specified in its charter)
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Delaware 95-2988062
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6001 Oak Canyon
Irvine, California 92620-4205
(949) 451-1450
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(Address of principal executive offices)
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MEADE INSTRUMENTS CORP. 1997 STOCK INCENTIVE PLAN, AS AMENDED
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(Full title of the plan)
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John C. Diebel
Chairman of the Board and
Chief Executive Officer
Meade Instruments Corp.
6001 Oak Canyon
Irvine, California 92620-4205
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(Name and address of agent for service)
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Telephone number, including area code, of agent for service: (949) 451-1450
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering Registration
to be registered registered per unit price Fee
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<S> <C> <C> <C> <C>
Common Stock 500,000(1) shares $27.75(2) $13,875,000(2) $3,663(2)
$.01 par value
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</TABLE>
(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, as
amended (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 January 15, 2000, 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 8.
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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.
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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, 1999, filed with the Commission on May
28, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended May 31, 1999, filed with the Commission on July 15,
1999; and
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 1999, filed with the Commission October
13, 1999;
(d) The Company's Quarterly Report of Form 10-Q for the quarterly
period ended November 30, 1999, filed with the Commission on
January 14, 2000;
(e) The Company's Current Report on Form 8-K, filed with the
Commission on September 15, 1999, as amended on each of November
15, 1999 and December 1, 1999; and
(f) 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.
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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.
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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 8.
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.
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(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.
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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 January 18, 2000.
By: /s/ John C. Diebel
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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>
Signature Title Date
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<S> <C> <C>
/s/ John C. Diebel Chairman of the Board and Chief January 18, 2000
- --------------------------------- Executive Officer (Principal
John C. Diebel Executive Officer)
/s/ Steven G. Murdock President, Chief Operating Officer, January 18, 2000
- --------------------------------- Secretary and Director
Steven G. Murdock
/s/ Joseph A. Gordon, Jr. Senior Vice President--North January 18, 2000
- --------------------------------- American Sales and Director
Joseph A. Gordon, Jr.
/s/ Brent W. Christensen Vice President--Finance and Chief January 18, 2000
- --------------------------------- Financial Officer (Principal
Brent W. Christensen Financial and Accounting Officer)
Director
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Timothy C. McQuay
Director
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Harry L. Casari
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1* Meade Instruments Corp. 1997 Stock Incentive Plan, as amended.
5.1 Opinion of Counsel (opinion regarding legality).
23.1 Consent of PricewaterhouseCoopers LLP (consent of independent
auditors).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included in this Registration Statement under
"Signatures").
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* This exhibit was previously filed by the Company with the Commission in
connection with the Company's Proxy Statement on Schedule 14A, filed on
June 8, 1999, and is incorporated herein by this reference.
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EXHIBIT 5.1
MEADE INSTRUMENTS CORPORATION
[LOGO] 6001 OAK CANYON, IRVINE, CALIFORNIA 92620-4205 U.S.A.
(949) 451-1450 |X| FAX: (949) 451-1460 |X| www.meade.com
January 18, 2000
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 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, as amended (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 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.
Respectively submitted,
MEADE INSTRUMENTS CORP.
/s/ Mark D. Peterson
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Mark D. Peterson
Vice President and General Counsel
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EXHIBIT 23.1
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 21, 1999 relating to the
financial statements and financial statement schedule, which appears on page F-1
of the Meade Instruments Corp. Annual Report on Form 10-K for the year ended
February 28, 1999.
/s/ PricewaterhouseCoopers LLP
Costa Mesa, California
January 14, 2000
