MEADE INSTRUMENTS CORP, 10-Q, 2000-01-14

MEADE INSTRUMENTS CORP
10-Q, 2000-01-14
OPTICAL INSTRUMENTS & LENSES

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM 10-Q

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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED NOVEMBER 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-22183

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MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 95-2988062
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

6001 OAK CANYON, IRVINE, CA 92618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(949) 451-1450

------------------------

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Number of shares of common stock outstanding as of November 30, 1999 is
8,037,170

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MEADE INSTRUMENTS CORP.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
PART I -- FINANCIAL INFORMATION

Consolidated Balance Sheets (Unaudited) -- November 30, 1999
and February 28, 1999..................................... 3
Consolidated Statements of Income (Unaudited) -- Three
Months and Nine Months Ended November 30, 1999 and 1998... 4
Consolidated Statements of Cash Flows (Unaudited) -- Nine
Months Ended November 30, 1999 and 1998................... 5
Notes to Consolidated Financial Statements (Unaudited)...... 6 - 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 9 - 12

PART II -- OTHER INFORMATION
Other Information........................................... 13
Signatures.................................................. 14
Exhibit Index............................................... 15
</TABLE>

2
<PAGE> 3

ITEM 1. FINANCIAL STATEMENTS

MEADE INSTRUMENTS CORP.

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
NOVEMBER 30, FEBRUARY 28,
1999 1999
------------ ------------
<S> <C> <C>
Current assets:
Cash...................................................... $ 2,684,000 $ 1,283,000
Accounts receivable, less allowance for doubtful accounts
of $3,466,000 at November 30, 1999 and $2,243,000 at
February 28, 1999...................................... 30,873,000 10,864,000
Inventories............................................... 30,701,000 14,191,000
Deferred income taxes..................................... 5,730,000 3,928,000
Prepaid expenses and other current assets................. 431,000 256,000
----------- -----------
Total current assets.............................. 70,419,000 30,522,000
Other assets................................................ 4,462,000 274,000
Property and equipment, net of accumulated depreciation of
$2,930,000 at November 30, 1999 and $2,071,000 at February
28, 1999.................................................. 6,427,000 3,828,000
----------- -----------
$81,308,000 $34,624,000
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit....................................... $14,469,000 $ --
Accounts payable.......................................... 6,480,000 1,503,000
Accrued liabilities....................................... 8,828,000 5,386,000
Income taxes payable...................................... 5,632,000 1,991,000
Current portion long-term debt and capital lease
obligations............................................ 733,000 254,000
----------- -----------
Total current liabilities......................... 36,142,000 9,134,000
----------- -----------
Long-term debt.............................................. 4,750,000 --
Long-term capital lease obligations, net of current
portion................................................... 503,000 223,000
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 20,000,000 shares
authorized; 8,037,170 and 7,875,500 shares issued and
outstanding at November 30, 1999 and February 28, 1999,
respectively........................................... 80,000 79,000
Additional paid-in capital................................ 24,888,000 21,803,000
Retained earnings......................................... 21,559,000 10,502,000
Cumulative currency translation adjustment................ (135,000) --
----------- -----------
46,392,000 32,384,000
Unearned ESOP shares...................................... (6,479,000) (7,117,000)
----------- -----------
Total stockholders' equity........................ 39,913,000 25,267,000
----------- -----------
$81,308,000 $34,624,000
=========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.
3
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MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
-------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net sales............................ $63,725,000 $31,247,000 $104,960,000 $61,480,000
Cost of sales........................ 38,961,000 17,956,000 62,942,000 35,598,000
----------- ----------- ------------ -----------
Gross profit....................... 24,764,000 13,291,000 42,018,000 25,882,000
Selling expenses..................... 6,158,000 3,276,000 11,386,000 9,044,000
General and administrative
expenses........................... 3,980,000 2,697,000 9,552,000 6,680,000
Research and development expenses.... 370,000 253,000 910,000 726,000
----------- ----------- ------------ -----------
Operating income................... 14,256,000 7,065,000 20,170,000 9,432,000
Interest expense..................... 559,000 230,000 680,000 414,000
----------- ----------- ------------ -----------
Income before income taxes......... 13,697,000 6,835,000 19,490,000 9,018,000
Provision for income taxes........... 6,001,000 2,939,000 8,434,000 3,878,000
----------- ----------- ------------ -----------
Net income........................... $ 7,696,000 $ 3,896,000 $ 11,056,000 $ 5,140,000
=========== =========== ============ ===========
Basic earnings per share............. $ 1.08 $ 0.57 $ 1.58 $ 0.75
=========== =========== ============ ===========
Diluted earnings per share........... $ 1.01 $ 0.56 $ 1.49 $ 0.74
=========== =========== ============ ===========
Weighted average number of shares
outstanding -- basic............... 7,125,000 6,878,000 7,008,000 6,824,000
=========== =========== ============ ===========
Weighted average number of shares
outstanding -- diluted............. 7,643,000 7,000,000 7,408,000 6,982,000
=========== =========== ============ ===========
</TABLE>

See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
NOVEMBER 30,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 11,056,000 $ 5,140,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 902,000 628,000
ESOP contribution...................................... 1,383,000 900,000
Allowance for doubtful accounts........................ 1,123,000 --
Increase in accounts receivable...................... (19,284,000) (13,361,000)
Increase in inventories.............................. (7,105,000) (3,535,000)
Increase in deferred income taxes.................... (1,802,000) (867,000)
Decrease (increase) in prepaid expenses and other
assets............................................ (67,000) 24,000
Increase in accounts payable......................... 3,046,000 870,000
Increase in accrued liabilities...................... 2,316,000 3,492,000
Increase in income taxes payable..................... 4,091,000 1,334,000
------------ ------------
Net cash used in operating activities............. (4,341,000) (5,375,000)
------------ ------------
Cash flows from investing activities:
Capital expenditures...................................... (1,105,000) (2,520,000)
Acquisition of Bresser Optik, net of cash acquired........ (4,968,000) --
Sale of equipment......................................... -- 1,323,000
------------ ------------
Net cash used in investing activities............. (6,073,000) (1,197,000)
------------ ------------
Cash flows from financing activities:
Net borrowings under bank line of credit.................. 6,674,000 6,872,000
Proceeds from long-term loan.............................. 5,000,000 --
Exercise of stock options................................. 410,000 46,000
Payments under capital lease obligations.................. (262,000) (160,000)
------------ ------------
Net cash provided by financing activities......... 11,822,000 6,758,000
------------ ------------
Effect of exchange rate changes on cash..................... (7,000) --
------------ ------------
Net increase in cash........................................ 1,401,000 186,000
Cash at beginning of period................................. 1,283,000 1,649,000
------------ ------------
Cash at end of period....................................... $ 2,684,000 $ 1,835,000
============ ============
</TABLE>

See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

A. THE CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED BY THE COMPANY AND
ARE UNAUDITED.

In management's opinion, the information and amounts furnished in this
report reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair presentation of the financial position and
results of operations for the interim periods presented. These financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1999.

The Company has experienced, and expects to continue to experience,
substantial fluctuations in its sales, gross margins and profitability from
quarter to quarter. Factors that influence these fluctuations include the volume
and timing of orders received, changes in the mix of products sold, market
acceptance of the Company's products, competitive pricing pressures, the
Company's ability to meet increasing demand and delivery schedules and the
timing and extent of research and development expenses, marketing expenses and
product development expenses. In addition, a substantial portion of the
Company's net sales and operating income typically occur in the third quarter of
the Company's fiscal year primarily due to disproportionately higher customer
demand for less-expensive telescopes during the Christmas holiday season. The
results of operations for the quarter and nine months ended November 30, 1999
and 1998, respectively, are not necessarily indicative of the operating results
for the entire fiscal year.

B. THE COMPOSITION OF INVENTORIES IS AS FOLLOWS:

<TABLE>
<CAPTION>
NOVEMBER 30, FEBRUARY 28,
1999 1999
------------ ------------
<S> <C> <C>
Raw materials..................................... $ 4,500,000 $ 3,417,000
Work-in-process................................... 3,985,000 1,514,000
Finished goods.................................... 22,216,000 9,260,000
----------- -----------
$30,701,000 $14,191,000
=========== ===========
</TABLE>

C. COMMITMENTS AND CONTINGENCIES

On April 2, 1998 a complaint was filed against the Company alleging
infringement of a U.S. patent by the Company. On April 29, 1999, the Company
filed a motion requesting summary judgment that the Company has not infringed
the patent and a motion requesting summary judgment that the patent is invalid.
On June 30, 1999, the court granted the motion for summary judgment of
non-infringement. On July 2, 1999, the court entered a judgment determining that
the Company has not infringed the patent. On July 27, 1999 the opposing party
filed a Notice of Appeal with respect to the summary judgment motion. The
Company intends to vigorously defend the judgment before the appellate court.
The ultimate liability of the Company under this action is not presently
determinable. After discussion with counsel, and in light of the summary
judgment, it is the opinion of management that such liability is not expected to
have a material effect on the Company's financial position or results of
operations.

D. CREDIT REFINANCING

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

subsidiaries and are secured by substantially all of the assets of the Company
and its domestic subsidiaries. The Loan Agreement contains certain financial
covenants and customary affirmative and negative covenants and events of
default. In connection with the acquisition of Bresser Optik (see Note E.), the
Company borrowed $5 million under the Term Loan on August 31, 1999.

E. ACQUISITION OF BRESSER

On September 1, 1999 the Company acquired 100% of the stock and equity
interests in Bresser Optik GmbH & Co. KG, and Bresser Optik Geschaftsfuhrung und
Verwaltungs GmbH (collectively "Bresser"), for $5 million in cash and 100,915
shares of the Company's common stock valued at approximately $2.3 million.
Bresser is a German distributor of binoculars, telescopes, microscopes and other
consumer optical products. To fund the cash portion of the purchase price the
Company borrowed $5 million under the Term Loan on August 31, 1999. The
acquisition of Bresser was accounted for using the purchase method of
accounting. The purchase price allocation was based upon appraisals, evaluations
and other studies of fair value of the assets acquired. The excess of the
purchase price over the fair value of net assets acquired is included in other
assets at November 30, 1999 and is being amortized on a straight-line basis over
15 years based upon the nature of the business and products acquired.

The following table presents unaudited consolidated pro forma financial
information for the nine months ended November 30, 1999, as though the
acquisition occurred on March 1, 1998.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
NOVEMBER 30,
---------------------------
1999 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Net sales........................................ $111,175,000 $85,045,000
Operating income................................. $ 20,303,000 $11,523,000
Net income....................................... $ 10,885,000 $ 5,612,000
Earnings per share
Basic.......................................... $ 1.53 $ 0.81
Diluted........................................ $ 1.45 $ 0.79
</TABLE>

The unaudited pro forma financial information is presented for information
purposes only and is not necessarily indicative of the operating results that
would have occurred had the acquisitions taken place on March 1, 1998. In
addition, the pro forma results are not intended to be a projection of the
future results and do not reflect any synergies that might be achieved from the
combined operations.

A summary of the purchase price allocation of the acquisition is as
follows:

<TABLE>
<S> <C>
Current assets (excluding cash of $32,000)............. $ 11,934,000
Property, plant and equipment.......................... 1,782,000
Goodwill............................................... 4,374,000
Current liabilities.................................... (10,744,000)
------------
Total purchase price......................... $ 7,346,000
============
</TABLE>

F. COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting
Comprehensive Income establishes standards for reporting and displaying of
comprehensive income and its components in the Company's consolidated financial
statements. Comprehensive income is defined in SFAS 130 as the change in equity
(net assets) of a business enterprise during a period from transactions and
other events and

7
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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

circumstances from nonowner sources. Total comprehensive income was $7,561,000
and $10,921,000 for the three and nine months ended November 30, 1999,
respectively and $3,896,000 and $5,140,000 for the three and nine months ended
November 30, 1998, respectively. The difference from net income as reported is
the change in the cumulative currency translation adjustment.

8
<PAGE> 9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

The nature of the Company's business is seasonal. Historically, sales in
the third quarter have been higher than sales achieved in the other three fiscal
quarters of the year. Thus, expenses and, to a greater extent, operating income
vary by quarter. Caution, therefore, is advised when appraising results for a
period shorter than a full year, or when comparing any period other than to the
same period of the previous year.

Three Months Ended November 30, 1999 Compared to Three Months Ended November
30, 1998

Net sales for the third quarter of fiscal 2000 were $63.7 million compared
to $31.2 million for the third quarter of fiscal 1999, an increase of 104.0%.
This increase was principally due to increases in sales of less-expensive
telescope lines including those manufactured domestically and those manufactured
in Taiwan and continuing strong sales of telescope accessories. Approximately
$11.0 million of the increase in third-quarter sales was attributable to the
Bresser acquisition.

Gross profit increased from $13.3 million (42.5% of net sales) for the
third quarter of fiscal 1999 to $24.8 million (38.9% of net sales) for the third
quarter of fiscal 2000, an increase of 86.3%. While gross margins for the
Company's core business experienced little change from recent quarters, overall
gross margin declined due to the acquisition of Bresser. As a distributor only
of optical products, Bresser is subject to gross margins that are typically
lower than the margins the Company, as a manufacturer and distributor, has
experienced in the past.

Selling expenses increased from $3.3 million (10.5% of net sales) for the
third quarter of fiscal 1999 to $6.2 million (9.7% of net sales) for the third
quarter of fiscal 2000, an increase of 88.0%. This increase principally reflects
higher freight costs, higher commissions and higher advertising, all of which
increased to support the growth in net sales. Also contributing to the increase
over the prior year period was approximately $400,000 of selling expenses at
Bresser.

General and administrative expenses increased from $2.7 million (8.6% of
net sales) for the third quarter of fiscal 1999 to approximately $4.0 million
(6.2% of net sales) for the third quarter of fiscal 2000, an increase of 47.5%.
This increase was generally due to increases in personnel and benefit related
costs and cost associated with the acquisition of Bresser. Also contributing to
the increase over the prior year period was approximately $300,000 of general
and administrative expenses at Bresser.

Research and development expenses increased from $253,000 (0.8% of net
sales) for the third quarter of fiscal 1999 to $370,000 (0.6% of net sales) for
the third quarter of fiscal 2000, an increase of 46.2%. This increase was
principally due to higher engineering personnel related costs and outside
consulting costs.

Interest expense increased from $230,000 for the third quarter of fiscal
1999 to $559,000 for the third quarter of fiscal 2000, an increase of 143.0%.
This increase was principally due to interest expense on the $5.0 million Term
Loan and interest expense at Bresser for the period.

Nine Months Ended November 30, 1999 Compared to Nine Months Ended November 30,
1998

Net sales for the nine months ended November 30, 1999 were $105.0 million
compared to $61.5 million for the comparable prior year period, an increase of
70.7%. This increase was principally due to increases in sales of less-expensive
telescope lines including those manufactured domestically and those manufactured
in Taiwan and continuing strong sales of telescope accessories. Approximately
$11.0 million of the increase in net sales was attributable to the Bresser
acquisition.

Gross profit increased from $25.9 million (42.1% of net sales) for the nine
months ended November 30, 1998 to $42.0 million (40.0% of net sales) for the
comparable current year period, an increase of 62.3%. While gross margins for
the Company's core business experienced little change from recent quarters,
overall gross margin declined due to the acquisition of Bresser. As a
distributor only of optical products, Bresser is subject to gross margins that
are typically lower than the margins the Company, as a manufacturer and
distributor, has experienced in the past.

9
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Selling expenses increased from $9.0 million (14.7% of net sales) for the
nine months ended November 30, 1998 to $11.4 million (10.8% of net sales) for
the comparable current year period, an increase of 25.9%. The year over year
change includes a reduction of approximately $1.2 million in advertising and
other marketing expenses during the nine months ended November 30, 1999 against
the comparable prior year period. This reduction was more than offset by
increases in allowances for doubtful accounts, increased freight costs and
higher commissions. Also contributing to the increase over the prior year period
was approximately $400,000 of selling expenses at Bresser.

General and administrative expenses increased from $6.7 million (10.9% of
net sales) for the nine months ended November 30, 1998 to $9.6 million (9.1% of
net sales) for the comparable current year period, an increase of 43.0%. This
increase was generally due to increases in personnel and benefit related costs.
Also contributing to the increase over the prior year period was approximately
$300,000 of general and administrative expenses at Bresser.

Research and development expenses increased from $726,000 (1.2% of net
sales) for the nine months ended November 30, 1998 to $910,000 (0.9% of net
sales) for the comparable current year period, an increase of 25.3%. This
increase was principally due to increased engineering personnel related costs.

Interest expense increased from $414,000 for the nine months ended November
30, 1998 to $680,000 for the comparable current year period, an increase of
64.2%. This increase was principally due to interest expense on the $5.0 million
Term Loan and interest expense at Bresser for the period.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended November 30, 1999, the Company funded its
operations with internally generated cash flow and borrowings on its bank line
of credit. Internally generated cash flow from net income and increases in
accounts payable, accrued liabilities and income taxes payable were more than
offset by increases in inventories and accounts receivable. The increase in
accounts receivable (up $20.0 million from February 28, 1999 to November 30,
1999) resulted from strong sales for the third quarter of fiscal year 2000.
Inventories increased (up $16.5 million from February 28, 1999 to November 30,
1999) to support higher fiscal 2000 sales. Also contributing to the increase in
inventories was $5.5 million attributable to Bresser. Net working capital
(current assets less current liabilities) totaled approximately $34.3 million at
November 30, 1999, up significantly from $21.4 million at February 28, 1999.
Working capital requirements fluctuate during the year due to the seasonal
nature of the business. These requirements are typically financed through a
combination of internally generated cash flow from operating activities and
short-term bank borrowings.

On August 31, 1999 the Company entered into a new loan agreement (the "Loan
Agreement") with a bank, replacing its existing credit facilities. The Loan
Agreement provides the Company with an aggregate $40 million credit facility
consisting of a five year $35 million revolving credit facility (the "Revolving
Loan") and a five year $5 million term loan (the "Term Loan). The Term Loan is
subject to quarterly amortization payments of $250,000 beginning September 30,
2000. The Term Loan is also subject to mandatory prepayments upon the happening
of certain events. Amounts outstanding under the Revolving Loan and Term Loan
bear interest, at the Company's option, at a base rate or eurodollar rate plus
an applicable margin. The Company's obligations under the Loan Agreement are
guarantied by each of the Company's domestic subsidiaries and are secured by
substantially all of the assets of the Company and its domestic subsidiaries.
The Loan Agreement contains certain financial covenants and customary
affirmative and negative covenants and events of default. In connection with the
acquisition of Bresser (See Note E. (Acquisition of Bresser) to the Company's
Consolidated Financial Statements), the Company borrowed $5 million under the
Term Loan on August 31, 1999.

Capital expenditures, including financed purchases of equipment, aggregated
$1.7 million and $2.5 million for the nine months ended November 30, 1999 an
1998, respectively. The Company had no material capital expenditure commitments
at November 30, 1999.

10
<PAGE> 11

The Company believes that internally generated cash flow and borrowing
ability will be sufficient to meet its operating, working capital and capital
expenditure requirements through the next twelve months. In the event the
Company's plans require more capital than is presently anticipated, the
Company's remaining cash balances may be consumed and additional sources of
liquidity, such as debt or equity financings, may be required to meet its
capital needs. There can be no assurance that additional capital beyond the
amounts the Company currently requires will be available on reasonable terms, if
at all.

FORWARD-LOOKING INFORMATION

The preceding "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" section contains various "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, which
represent the Company's reasonable judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ materially, including the
following: the Company's ability to expand the markets for telescopes,
binoculars and other optical products as a result of its increased advertising
and marketing efforts; the Company's ability to continue to develop and bring to
market new and innovative products; the Company's ability to integrate and
develop its wholly-owned manufacturing facility in Mexico in combination with
its existing manufacturing capabilities; the Company expanding its distribution
network; the Company's ability to integrate and further develop the business of
Bresser in combination with the Company's existing business; the Company
experiencing fluctuations in its sales, gross margins and profitability from
quarter to quarter consistent with prior periods; and the Company's expectation
that it will have sufficient funds to meet any working capital requirements
during the foreseeable future with internally generated cash flow and borrowing
ability.

In addition to other information in this report, the Company cautions that
certain factors, including, without limitation, the following, should be
considered carefully in evaluating the Company and its business and that such
factors may cause the Company's actual operating results to differ materially
from those set forth in the forward looking statements described above or to
otherwise be adversely affected: any significant decline in general economic
conditions or uncertainties affecting consumer spending; any general decline in
demand for the Company's products; any inability to continue to design and
manufacture products that will achieve and maintain commercial success; any
failure of the Company to penetrate the binocular market and achieve meaningful
sales; any unexpected termination or interruption of the Company's manufacturing
arrangements, both internally and at the Taiwanese Factory; greater than
anticipated competition; any loss of, or the failure to replace, any significant
portion of the sales made to any significant customer of the Company; the
inherent risks associated with international sales, including variations in
local economies, fluctuating exchange rates (including conversion to Euros),
increased difficulty of inventory management, greater difficulty in accounts
receivable collections, costs and risks associated with localizing products for
foreign countries, changes in tariffs and other trade barriers, adverse foreign
tax consequences, cultural differences affecting product demand and customer
service and burdens of complying with a variety of foreign laws; and the
inherent risks associated with products manufactured or assembled outside of the
United States, including, among other things, imposition of quotas or trade
sanctions, fluctuating exchange rates, shipment delays or political instability
and any material effect on the Company's business and operations by the advent
of the Year 2000.

YEAR 2000 COMPLIANCE

To date, the Company has not experienced any material Year 2000 problems
with its enterprise information system software, or its internal software
applications, products, machinery, equipment or operating systems. The third
parties with whom the Company has material relationships have not, to date,
reported to the Company any material Year 2000 problems. The Company will
continue to monitor the Year 2000 compliance of its enterprise information and
other computer systems. Latent Year 2000 related issues may arise as the
computer systems are more fully utilized. Accordingly, there can be no assurance
that the Company will not in the future experience any Year 2000 problems.

11
<PAGE> 12

The Company's total incremental costs of addressing Year 2000 issues are
estimated to be approximately $150,000, of which approximately $60,000 has been
incurred through the third quarter of fiscal year 2000. These costs are being
funded through cash flow from operations. Monitoring costs past January 1, 2000
are not expected to be material.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Part II, Item 1 of the Company's Form 10-Q for the quarter ended August 31,
1999 is hereby incorporated by reference.

ITEM 2. CHANGES IN SECURITIES

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

6(a) Exhibits filed with this Form 10-Q

Exhibit No. 3.1 Amended and Restated Bylaws of Meade Instruments Corp., a
Delaware Corporation.

Exhibit No. 27 Financial Data Schedule for the six months ended August 31,
1999.

6(b) Reports on Form 8-K

The Company filed the following Reports with the SEC on the following
dates:

1. Form 8-K, filed on September 15, 1999, covering the acquisition of
Bresser and excluding the related financial information.

2. Form 8-K/A, filed on November 15, 1999, covering the acquisition of
Bresser and including (i) the audited financial statements of Bresser
at December 31, 1998 and for the three years then ended, (ii) the
unaudited financial statements of Bresser at June 30, 1999 and for
the six months ended June 30, 1999 and 1998, and (iii) the unaudited
pro forma consolidated condensed financial statements of the Company
for the twelve months ended February 28, 1999 and for the six months
ended August 31, 1999 reflecting the acquisition of Bresser.

3. Form 8-K/A, filed on December 1, 1999, covering the acquisition of
Bresser and including (i) the audited financial statements of Bresser
at December 31, 1998 and for the three years then ended, (ii) the
unaudited financial statements of Bresser at June 30, 1999 and for
the six months ended June 30, 1999 and 1998, and (iii) the unaudited
pro forma consolidated condensed financial statements of the Company
for the twelve months ended February 28, 1999 and for the six months
ended August 31, 1999 reflecting the acquisition of Bresser.

13
<PAGE> 14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

MEADE INSTRUMENTS CORP.

By: /s/ JOHN C. DIEBEL
------------------------------------
John C. Diebel
Chairman of the Board and
Chief Executive Officer

Dated: January 14, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<C> <S> <C>
/s/ JOHN C. DIEBEL Chairman of the Board and January 14, 2000
- ----------------------------------------------------- Chief Executive
John C. Diebel Officer(Principal Executive
Officer)

/s/ STEVEN G. MURDOCK Director, President, Chief January 14, 2000
- ----------------------------------------------------- Operating Officer and
Steven G. Murdock Secretary

/s/ BRENT W. CHRISTENSEN Vice President, Finance and January 14, 2000
- ----------------------------------------------------- Chief Financial Officer
Brent W. Christensen (Principal Financial and
Accounting Officer)

/s/ JOSEPH A. GORDON, JR. Director and Senior Vice January 14, 2000
- ----------------------------------------------------- President of North American
Joseph A. Gordon, Jr. Sales

Director
- -----------------------------------------------------
Timothy C. McQuay

Director
- -----------------------------------------------------
Harry L. Casari
</TABLE>

14
<PAGE> 15

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
3.1 Amended and Restated Bylaws of Meade Instruments Corp., a
Delaware Corporation.
27 Financial Data Schedule for the nine months ended November
30, 1999
</TABLE>

<PAGE> 1

EXHIBIT 3.1

AMENDED AND RESTATED BYLAWS

MEADE INSTRUMENTS CORP.

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I -- Offices...................................................... 1
1.01 Registered Office.......................................... 1
1.02 Principal Office........................................... 1
1.03 Other Offices.............................................. 1

ARTICLE II -- Meetings of Stockholders.................................... 1
2.01 Annual Meetings............................................ 1
2.02 Special Meetings........................................... 1
2.03 Place of Meetings.......................................... 1
2.04 Notice of Meetings......................................... 2
2.05 Adjustments................................................ 2
2.06 Quorum..................................................... 2
2.07 Conduct of Meetings........................................ 3
2.08 Voting..................................................... 3
2.09 List of Stockholders....................................... 4
2.10 Inspectors of Election..................................... 4
2.11 No Action By Consent of Stockholders....................... 4
2.12 Fixing Date for Determination of Stockholders of Record.... 4
2.13 Stockholder Proposals...................................... 5
2.14 Notice of Stockholder Nominees............................. 6

ARTICLE III -- Board of Directors......................................... 7
3.01 General Powers............................................. 7
3.02 Number, Classes, Term of Office............................ 7
3.03 Election of Directors...................................... 7
3.04 Resignations............................................... 8
3.05 Vacancies.................................................. 8
3.06 Place of Meeting, Etc...................................... 8
3.07 Participation by Telephone................................. 8
3.08 Regular Meetings........................................... 8
3.09 Special Meetings........................................... 8
3.10 Quorum and Manner of Acting................................ 8
3.11 Action by Consent.......................................... 9
3.12 Compensation............................................... 9
3.13 Committees of Directors.................................... 9
3.14 Rights of Preferred Stock.................................. 9
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE IV -- Officers.................................................. 10
4.01 Corporate Officers......................................... 10
4.02 Election, Term of Office and Qualifications................ 10
4.03 Removal.................................................... 10
4.04 Resignations............................................... 10
4.05 Vacancies.................................................. 10
4.06 Chairman of the Board...................................... 11
4.07 Chief Executive Officer.................................... 11
4.08 President and Chief Operating Officer...................... 11
4.09 Vice Presidents............................................ 11
4.10 Chief Financial Officer.................................... 11
4.11 Secretary.................................................. 11
4.12 Treasurer.................................................. 11
4.13 Compensation............................................... 12

ARTICLE V -- Contracts, Checks, Drafts, Bank Accounts, Etc................ 12
5.01 Execution of Contracts..................................... 12
5.02 Checks, Drafts, Etc........................................ 12
5.03 Deposits................................................... 12
5.04 General and Special Bank Accounts.......................... 12

ARTICLE VI -- Shares and Their Transfer.................................. 13
6.01 Certificates for Stock..................................... 13
6.02 Transfers of Stock......................................... 13
6.03 Regulations................................................ 13
6.04 Lost, Stolen, Destroyed and Mutilated Certificates......... 14

ARTICLE VII -- Indemnification............................................ 14
7.01 Authorization For Indemnification.......................... 14
7.02 Advance of Expenses........................................ 14
7.03 Insurance.................................................. 15
7.04 Non-exclusivity............................................ 15

ARTICLE VIII -- Miscellaneous............................................. 15
8.01 Seal....................................................... 15
8.02 Waiver of Notices.......................................... 15
8.03 Amendments................................................. 16
8.04 Representation of Other Corporations....................... 16
8.05 Fiscal Year................................................ 16
</TABLE>

<PAGE> 4

AMENDED AND RESTATED BYLAWS
OF
MEADE INSTRUMENTS CORP.,
A DELAWARE CORPORATION

ARTICLE I

Offices

1.01 Registered Office. The registered office of Meade Instruments
Corp. (hereinafter the "Corporation") in the State of Delaware shall be in the
City of Wilmington, County of New Castle, and the name of the registered agent
in charge thereof shall be the agent named in the Certificate of Incorporation
until changed by the Board of Directors (the "Board").

1.02 Principal Office. The principal office for the transaction of the
business of the Corporation shall be at such place as may be established by the
Board. The Board is granted full power and authority to change the principal
office from one location to another.

1.03 Other Offices. The Corporation may also have an office or offices
at such other place or places, either within or without the State of Delaware,
as the Board may from time to time determine or as the business of the
Corporation may require.

ARTICLE II

Meetings of Stockholders

2.01 Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other business as may properly come before such meetings may be held at
such time, date and place as the Board shall determine by resolution.

2.02 Special Meetings. A special meeting of the stockholders for the
transaction of any proper business may only be called in accordance with the
provisions of the Corporation's Certificate of Incorporation (the "Certificate
of Incorporation").

2.03 Place of Meetings. All meetings of the stockholders shall be held
at such places, within or without the State of Delaware, as may from time to
time be designated by the person or persons calling the respective meeting and
specified in the respective notices or waivers of notice thereof.

<PAGE> 5

2.04 Notice of Meetings.

(a) Written notice of each meeting of the stockholders, whether
annual or special, shall be given to each stockholder of record entitled to vote
at such meeting. Except as otherwise required by law, the written notice shall
be given not less than ten (10) nor more than sixty (60) days before the date of
the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at the stockholder's address
as it appears on the records of the Corporation. Except as otherwise required by
law, no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose or purposes for which the meeting is called.

(b) Whenever notice is required to be given to any stockholder to
whom (i) notice of two consecutive annual meetings, and all notices of meetings
to such person between such two consecutive annual meetings, or (ii) all, and at
least two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at such person's address as shown on the records of the Corporation and
have been returned undeliverable, the giving of such notice to such person shall
not be required. Any action or meeting which shall be taken or held without
notice to such person shall have the same force and effect as if such notice had
been duly given. If any person shall deliver to the Corporation a written notice
setting forth such person's then current address, the requirement that notice be
given to such person shall be reinstated.

2.05 Adjournments. Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place. Notice
need not be given of any such adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken; provided,
however, if the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting.

2.06 Quorum. Except as otherwise provided by law, the holders of record
of a majority in voting interest of the shares of stock of the Corporation
entitled to be voted thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof. A meeting at which a quorum is initially
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shares, whether present in person or by proxy, to leave
less than a quorum, provided that any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum,
or by any greater number of shares otherwise required to take such action by
applicable law, these Bylaws or the Certificate of Incorporation. In the absence
of a quorum at any meeting or any adjournment thereof, a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat or, in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn such
meeting from time to time.

<PAGE> 6

2.07 Conduct of Meetings. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board, or in the absence of any such designation by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting. Subject to the requirements of applicable
law, all annual and special meetings of stockholders shall be conducted in
accordance with such rules and procedures as the Board may establish and, as to
matters not governed by such rules and procedures, as the chairman of such
meeting shall determine.

2.08 Voting.

(a) Unless otherwise provided by the General Corporation Law of
the State of Delaware or the Certificate of Incorporation, each stockholder
shall be entitled to one vote for each outstanding share of stock of the
Corporation held by such stockholder. Each stockholder shall, at each meeting of
the stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the Corporation having voting rights on the
matter in question and which shall have been held by him and registered in his
name on the books of the Corporation on the date fixed pursuant to Section 2.12
of these Bylaws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting.

(b) Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or with respect to which two or more
persons (including proxyholders) have the same fiduciary relationship, shall be
voted in accordance with the provisions of the General Corporation Law of the
State of Delaware.

(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless such proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. Except as otherwise provided in the
Certificate of Incorporation, in these Bylaws or by law, at any meeting of the
stockholders the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders. Shares withdrawn from a meeting prior to a
vote of stockholders shall

<PAGE> 7

not be deemed present for purposes of determining the number of shares necessary
to approve any action taken at the meeting subsequent to the withdrawal of the
shares. The vote at any meeting of the stockholders on any question need not be
by written ballot, unless so directed by the chairman of the meeting. On a vote
by ballot each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and it shall state the number of shares voted.

2.09 List of Stockholders. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

2.10 Inspectors of Election. If at any meeting of the stockholders a
vote by written ballot shall be taken on any question, the chairman of such
meeting may appoint an inspector or inspectors of election to act with respect
to such vote. Each inspector of election so appointed shall first subscribe an
oath faithfully to execute the duties of an inspector of election at such
meeting with strict impartiality and according to the best of his ability. Such
inspectors of election shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of inspectors of election shall be in
writing and subscribed and delivered by them to the Secretary of the
Corporation. The inspectors of election need not be stockholders of the
Corporation, and any officer of the Corporation may be an inspector of election
on any question other than a vote for or against a proposal in which he shall
have a material interest.

2.11 No Action By Consent of Stockholders. Whenever, and so long as,
the Corporation is subject to the reporting requirements of Section 12 or 15(d)
of the Securities Exchange Act of 1934 (or any successor law), any action
required or permitted to be taken at any annual or special meeting of
stockholders may be taken only upon the vote of stockholders at an annual or
special meeting duly noticed and called in accordance with the General
Corporation Law of the State of Delaware and may not be taken by written consent
of stockholders without a meeting.

2.12 Fixing Date for Determination of Stockholders of Record.

(a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting. If no record date is fixed
by the Board,

<PAGE> 8

the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

(b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board adopts the resolution relating thereto.

2.13 Stockholder Proposals.

(a) At any meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors or by any stockholder of the Corporation who
is a stockholder of record at the time of giving the notice provided for in this
Section 2.13, who shall be entitled to vote at such meeting and who complies
with the procedures set forth below. For business to be properly brought before
a stockholder meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure thereof was made, whichever
occurred first. A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the Corporation which are beneficially owned by the stockholder,
and (iv) any material interest of the stockholder in such business.
Notwithstanding the foregoing, nothing in this Section 2.13 shall be interpreted
or construed to require the inclusion of information about any such proposal in
any proxy statement distributed by, at the direction of, or on behalf of the
Board. Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at a stockholder meeting except in accordance with the
procedures set forth in this Section 2.13. For purposes of this Section 2.13,
any adjournment(s) or postponement(s) of the original meeting shall be deemed
for purposes of notice to be a continuation of the original meeting and no
business may be brought before any reconvened meeting unless such timely notice
of such business was given to the Secretary of the Corporation for the meeting
as originally scheduled.

<PAGE> 9

(b) If the chairman of the meeting shall determine, based on the
facts, that business was not properly brought before the meeting in accordance
with the provisions of this Section 2.13, the chairman shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted. Notwithstanding the foregoing provisions of Section 2.13(a) and
2.13(b), a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, and the rules and regulations thereunder with
respect to the matters set forth in this Section 2.13.

2.14 Notice of Stockholder Nominees.

(a) Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as directors.
Nominations of persons for election to the Board of Directors of the Corporation
shall be made only at a meeting of stockholders and only (1) by or at the
direction of the Board of Directors or a committee thereof or (2) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 2.14, who shall be entitled to
vote for the election of directors at the meeting and who complies with the
notice procedures set forth in this Section 2.14. Such nominations, other than
those made by or at the direction of the Board, must be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure thereof was made, whichever occurred first. Such
stockholder's notice shall set forth: (i) as to each person whom the stockholder
proposes to nominate for election or re-election as a director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (A) the name and address, as they appear on
the Corporation's books, of such stockholder, and (B) the class and number of
shares of the Corporation which are beneficially owned by such stockholder.
Notwithstanding the foregoing, nothing in this Section 2.14 shall be interpreted
or construed to require the inclusion of information about any such nominee in
any proxy statement distributed by, at the direction of, or on behalf of the
Board. Notwithstanding anything in these Bylaws to the contrary, no person shall
be eligible to serve as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 2.14. Notwithstanding
the foregoing provisions of this Section 2.14, a stockholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934, and the
rules and regulations thereunder with respect to the matters set forth in this
Section 2.14. For purposes of this Section 2.14, any adjournment(s) or
postponement(s) of the original meeting shall be deemed for purposes of notice
to be a continuation of the original meeting and no nominations by a stockholder
of persons to be elected directors of the Corporation may be made at any such
reconvened meeting unless pursuant to a notice which was timely for the meeting
on the date originally scheduled.

<PAGE> 10

(b) If the chairman of the meeting shall determine, based on the
facts, that a nomination was not made in accordance with the procedures
prescribed by this Section 2.14, the chairman shall so declare to the meeting
and the defective nomination shall be disregarded.

ARTICLE III

Board of Directors

3.01 General Powers. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

3.02 Number, Classes, Term of Office.

(a) The number of directors of the Corporation shall not be less
than three (3) nor more than fifteen (15), with the exact number of directors to
be determined from time to time solely by resolution adopted by the affirmative
vote of a majority of the directors then in office. The exact number of
directors shall be five (5) until changed, within the limits specified above, by
resolution, duly approved by the Board of Directors. The maximum and minimum
number of directors permitted under these Bylaws may not be amended without a
duly adopted amendment to these Bylaws approved in accordance with the
provisions of the Corporation's Certificate of Incorporation. The directors
shall be divided into three classes, designated Class I, Class II and Class III.
Each class shall consist, as nearly as may be possible, of one-third of the
total number of directors constituting the entire Board of Directors. Except as
otherwise provided in the Certificate of Incorporation, each director shall
serve for a term ending on the date of the third annual meeting of stockholders
next following the annual meeting at which such director was elected.
Notwithstanding the foregoing, each of the directors of the Corporation shall
hold office until his successor shall have been duly elected and qualified or
until he shall resign or shall have been removed in the manner hereinafter
provided.

(b) No person may stand for election to, or be elected to, the
Board of Directors or be appointed by the directors to fill a vacancy on the
Board of Directors who shall have made, or be making, improper or unlawful use
of the Corporation's confidential information, or who has interests which
conflict materially with the interests of the Corporation. Directors need not be
stockholders.

3.03 Election of Directors. The directors shall be elected by the
stockholders of the Corporation, and at each election the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including provisions for a classified Board and no cumulative voting.

<PAGE> 11

3.04 Resignations. Any director of the Corporation may resign at any
time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

3.05 Vacancies. Except as otherwise provided in the Certificate of
Incorporation, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors or any other cause, may
be filled by a majority of the remaining directors, although less than a quorum.
Each director so chosen to fill a vacancy shall hold office until his successor
shall have been elected and qualified or until he shall resign or shall have
been removed in the manner hereinafter provided.

3.06 Place of Meeting, Etc. The Board may hold any of its meetings at
such place or places within or without the State of Delaware as the Board may
from time to time by resolution designate or as shall be designated by the
person or persons calling the meeting or in the notice or a waiver of notice of
any such meeting.

3.07 Participation by Telephone. Directors may participate in any
regular or special meeting of the Board, or any meeting of any committee of the
Board, by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in person at such
meeting.

3.08 Regular Meetings. Regular meetings of the Board may be held at
such times as the Board shall from time to time by resolution determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and place
on the next succeeding business day not a legal holiday. Except as otherwise
required by law, notice of regular meetings need not be given.

3.09 Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board, the Chief Executive Officer or any
two or more directors. Except as otherwise provided by law or by these Bylaws,
notice of the time and place of each such special meeting shall be mailed to
each director, addressed to him at his residence or usual place of business, at
least five (5) days before the day on which the meeting is to be held, or shall
be sent to him at such place by telegraph, overnight courier, telecopy
communication or cable or be delivered personally not less than forty-eight (48)
hours before the time at which the meeting is to be held. Except where otherwise
required by law or by these Bylaws, notice of the purpose of a special meeting
need not be given.

3.10 Quorum and Manner of Acting. Except as otherwise provided in these
Bylaws, the Certificate of Incorporation or by law, the presence of a majority
of the authorized number of directors shall be required to constitute a quorum
for the transaction of business at any meeting of the Board, and all matters
shall be decided at any such meeting, a quorum being present, by the affirmative
votes of a majority of the directors present. A director who withdraws from a
meeting shall not be deemed present at the meeting for purposes of determining
the

<PAGE> 12

number of director votes necessary to approve any action taken at the meeting
subsequent to the withdrawal of the director. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of a sufficient number of directors to leave less than a quorum,
provided any action taken is approved by at least a majority of the required
quorum for such meeting or by such greater number as may be required by these
Bylaws, the Certificate of Incorporation or applicable law. In the absence of a
quorum, a majority of directors present at any meeting may adjourn the same from
time to time until a quorum shall be present. Notice of any adjourned meeting
need not be given. The directors shall act only as a Board, and the individual
directors shall have no power as such.

3.11 Action by Consent. Any action required or permitted to be taken at
any meeting of the Board or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

3.12 Compensation. The directors shall receive such compensation for
their services as directors as may be fixed by resolution of the Board from time
to time. The Board may also provide that the Corporation shall reimburse a
director for any expense incurred by the director on account of the director's
attendance at any meetings of the Board or committees of the Board. Neither the
payment of such compensation nor the reimbursement of such expenses shall be
construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.

3.13 Committees of Directors. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and except as otherwise
limited by law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the Bylaws of the Corporation; and unless the
resolution of the Board of Directors, the Certificate of Incorporation or these
Bylaws expressly so provide, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Delaware law. Any such committee
shall keep written minutes of its meetings and report the same to the Board at
the next regular meeting of the Board. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member.

3.14 Rights of Preferred Stock. Notwithstanding anything else contained
in these Bylaws, whenever the holders of one or more classes or series of
Preferred Stock shall have the right, voting separately as a class or series, to
elect directors, the nomination, election, term of office, filling of vacancies,
removal and other features of directorships shall be governed by the terms of
the certificate of designation for such class or series.

<PAGE> 13

ARTICLE IV

Officers

4.01 Corporate Officers.

(a) The officers of the Corporation shall be a Chief Executive
Officer, a President, one or more executive-level Vice Presidents (the number
thereof and their respective titles to be determined by the Board), a Secretary
and a Chief Financial Officer, each to be appointed at the discretion of the
Board, and such other officers as may be appointed in accordance with the
provisions of Section 4.01(b).

(b) In addition to the officers specified in Section 4.01(a), the
Chief Executive Officer or the President may appoint such other officers as they
may deem necessary or advisable, including a Chairman of the Board, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, one or
more Vice Presidents and one or more Assistant Vice Presidents, each of whom
shall hold office for such period, have such authority and perform such duties
as the Chief Executive Officer or the President may from time to time determine.

4.02 Election, Term of Office and Qualifications. Each officer shall
hold office until such officer shall resign or shall be removed or otherwise
disqualified to serve, or the officer's successor shall be appointed and
qualified.

4.03 Removal. Any officer of the Corporation may be removed, with or
without cause, at any time at any regular or special meeting of the Board by a
majority of the directors of the Board at the time in office or, except in the
case of an officer appointed by the Board, by any officer of the Corporation or
committee of the Board upon whom or which such power of removal may be conferred
by the Board.

4.04 Resignations. Any officer may resign at any time by giving written
notice of his resignation to the Board, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board,
President or Secretary; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

4.05 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or other cause may be filled for the unexpired portion
of the term thereof in the manner prescribed in these Bylaws for regular
appointments or elections to such office.

<PAGE> 14

4.06 Chairman of the Board. The Chairman of the Board, if such an
officer is elected, shall preside at all meetings of the stockholders and the
Board and shall have such other powers and duties as may from time to time be
assigned to him by the Board or prescribed by the Bylaws.

4.07 Chief Executive Officer. The Chief Executive Officer of the
Corporation shall be the chief executive officer of the Corporation unless
otherwise determined by the Board, and shall have, subject to the control of the
Board, general and active supervision and management over the business of the
Corporation and over its several officers, assistants, agents and employees. In
the absence or nonappointment of a Chairman of the Board, the Chief Executive
Officer shall preside at all meetings of the stockholders and at all meetings of
the Board if present thereat.

4.08 President and Chief Operating Officer. The President and Chief
Operating Officer of the Corporation shall be the chief operating officer of the
Corporation subject to the authority of the Chief Executive Officer, and shall
report directly to the Chief Executive Officer. The President and Chief
Operating Officer shall have such powers and perform such duties as the Board
and/or Chief Executive Officer may from time to time prescribe.

4.09 Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board may from time to time prescribe.

4.10 Chief Financial Officer. The Chief Financial Officer shall
supervise, have custody of, and be responsible for all funds and securities of
the Corporation. The Chief Financial Officer shall deposit all such funds in the
name of the Corporation in such banks, trust companies or other depositories as
shall be selected by the Board or in accordance with authority delegated by the
Board. The Chief Financial Officer shall receive, and give receipts for, moneys
due and payable to the Corporation from any source whatsoever. The Chief
Financial Officer shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable. The Chief Financial Officer shall, in general, perform
all other duties incident to the office of Chief Financial Officer and such
other duties as from time to time may be assigned to the Chief Financial Officer
by the Board.

4.11 Secretary. The Secretary shall have the duty to record the
proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose. The Secretary shall see that all notices are
duly given in accordance with these Bylaws and as required by law; shall be
custodian of the seal of the Corporation and shall affix and attest the seal to
all documents to be executed on behalf of the Corporation under its seal; and,
in general, he shall perform all the duties incident to the office of Secretary
and such other duties as may from time to time be assigned to him by the Board.

4.12 Treasurer. The Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe. Unless otherwise provided
by the Board, the Chief Financial Officer shall be the Treasurer of the
Corporation.

<PAGE> 15

4.13 Compensation. The compensation of the officers of the Corporation
shall be fixed from time to time by the Board. None of such officers shall be
prevented from receiving such compensation by reason of the fact that he is also
a director of the Corporation. Nothing contained herein shall preclude any
officer from serving the Corporation, or any subsidiary corporation, in any
other capacity and receiving proper compensation therefor.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

5.01 Execution of Contracts. The Board, except as in these Bylaws
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by these Bylaws, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.

5.02 Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such person shall give such bond, if any, as the
Board may require.

5.03 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Chief Financial Officer, (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

5.04 General and Special Bank Accounts. The Board may from time to time
authorize the opening and keeping of general and special bank accounts with such
banks, trust companies or other depositories as the Board may select or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

<PAGE> 16

ARTICLE VI

Shares and Their Transfer

6.01 Certificates for Stock.

(a) The shares of the Corporation shall be represented by
certificates, provided that the Board may provide by resolution or resolutions
that some or all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board, every holder of
stock represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate, in such form as
the Board shall prescribe, signed by, or in the name of the Corporation by the
Chairman or Vice Chairman of the Board, or the President or Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation representing the number of shares registered in
certificate form. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, any such certificate, shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Corporation with
the same effect as though the person who signed such certificate, or whose
facsimile signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue.

(b) A record shall be kept of the respective names of the persons,
firms or corporations owning the stock represented by such certificates, the
number and class of shares represented by such certificates, respectively, and
the respective dates thereof, and in case of cancellation, the respective dates
of cancellation. Every certificate surrendered to the Corporation for exchange
or transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

6.02 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by such holder's attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 6.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented to
the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

6.03 Regulations. The Board may make such rules and regulations as it
may deem necessary or appropriate, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or

<PAGE> 17

authorize any officer or officers to appoint, one or more transfer clerks or one
or more transfer agents and one or more registrars, and may require all
certificates for stock to bear the signature or signatures of any of them.

6.04 Lost, Stolen, Destroyed and Mutilated Certificates. In any case of
loss, theft, destruction or mutilation of any certificate of stock, another may
be issued in its place upon proof of such loss, theft, destruction or mutilation
and upon the giving of a bond of indemnity to the Corporation in such form and
in such sum as the Board may direct; provided, however, that a new certificate
may be issued without requiring any bond when, in the judgment of the Board, it
is proper so to do.

ARTICLE VII

Indemnification

7.01 Authorization For Indemnification. The Corporation shall
indemnify, in the manner and to the full extent permitted by law, any person (or
the estate, heirs, executors, or administrators of any person) who was or is a
party to, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that such person had reasonable cause to believe that such person's
conduct was unlawful.

7.02 Advance of Expenses. Costs and expenses (including attorneys'
fees) incurred by or on behalf of a director or officer in defending or
investigating any action, suit, proceeding or investigation shall be paid by the
Corporation in advance of the final disposition of such matter, if such director
or officer shall undertake in writing to repay any such advances in the event
that it is ultimately determined that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall be made by the
Corporation if a determination is reasonably and promptly made by the Board by a
majority vote of a quorum of disinterested directors, or (if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel, that, based upon the facts known to the
Board or counsel at the time such determination is made, (a) the director or
officer acted in bad faith or deliberately breached such person's duty to the
Corporation or its stockholders, and (b) as a result of such actions by the
director or officer, it is more likely than not that it will ultimately be
determined that such director or officer is not entitled to indemnification.

<PAGE> 18

7.03 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article or applicable law.

7.04 Non-exclusivity. The right of indemnity and advancement of
expenses provided herein shall not be deemed exclusive of any other rights to
which any director or officer or any other person seeking indemnification or
advancement of expenses from the Corporation may be entitled under applicable
law, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office. Any agreement for indemnification
of or advancement of expenses to any director, officer, employee or other person
may provide rights of indemnification or advancement of expenses which are
broader or otherwise different from those set forth herein.

ARTICLE VIII

Miscellaneous

8.01 Seal. The Corporation may have a corporate seal which shall have
the name of the Corporation inscribed thereon and shall be in such form as may
be approved from time to time by the Board of Directors. It shall not be
necessary to the validity of any instrument executed by any authorized officer
or officers of the Corporation that the execution of such instrument be
evidenced by the corporate seal, and all documents, instruments, contracts and
writings of all kinds signed on behalf of the Corporation by any authorized
officer or officers shall be as effectual and binding on the Corporation without
the corporate seal, as if the execution of the same had been evidenced by
affixing the corporate seal thereto. The Board may give general authority to any
officer to affix the seal of the Corporation and to attest the affixing by
signature.

8.02 Waiver of Notices. Whenever notice is required to be given by
these Bylaws or the Certificate of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice. Attendance
of a person at a meeting (whether in person or by proxy in the case of a meeting
of stockholders) shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of any regular or special meeting of the stockholders, directors
or members of a committee of directors need be specified in any written waiver
of notice.

<PAGE> 19

8.03 Amendments. Except as otherwise provided herein or by law, and
subject to the Certificate of Incorporation, these Bylaws, or any of them, may
be altered, amended or repealed, and new Bylaws may be adopted, (i) by the
stockholders, at any annual meeting of stockholders, or at any special meeting
of stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of meeting, or (ii) by the Board. Any
Bylaws made or altered by the stockholders may be altered or repealed by either
the Board or the stockholders.

8.04 Representation of Other Corporations. The Chief Executive Officer,
President, any Vice President or the Secretary of this Corporation is authorized
to vote, represent and exercise on behalf of this Corporation all rights
incident to any and all shares of any other corporation or corporations standing
in the name of this Corporation. The authority herein granted to said officers
to vote or represent on behalf of this Corporation any and all shares held by
this Corporation in any other corporation or corporations may be exercised
either by such officers in person or by any person authorized so to do by proxy
or power of attorney duly executed by said officers.

8.05 Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board.

<PAGE> 20

CERTIFICATE OF SECRETARY
OF
MEADE INSTRUMENTS CORP.,
A DELAWARE CORPORATION

I, Steven G. Murdock, Secretary of Meade Instruments Corp., a Delaware
corporation (the "Corporation"), hereby certify that attached hereto is a true,
correct and complete copy of the Amended and Restated Bylaws of the Corporation,
adopted effective as of November 17, 1999.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
November 17, 1999.

/s/ STEVEN G. MURDOCK
-------------------------------
Steven G. Murdock
Secretary

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<PERIOD-START> MAR-01-1999
<PERIOD-END> NOV-30-1999
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<SECURITIES> 0
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<ALLOWANCES> 3,466
<INVENTORY> 30,701
<CURRENT-ASSETS> 70,419
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0
0
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<TOTAL-LIABILITY-AND-EQUITY> 81,308
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<OTHER-EXPENSES> 21,848
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 680
<INCOME-PRETAX> 19,490
<INCOME-TAX> 8,434
<INCOME-CONTINUING> 11,056
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