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Meade Instruments Corp – ‘DEFM14A’ on 8/16/13

On:  Friday, 8/16/13, at 6:02am ET   ·   Effective:  8/16/13   ·   Accession #:  1193125-13-337054   ·   File #:  0-22183

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/16/13  Meade Instruments Corp            DEFM14A     8/16/13    1:1.9M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material -- Merger    HTML   1.10M 
                          or Acquisition                                         

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

MEADE INSTRUMENTS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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August 16, 2013

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of stockholders of Meade Instruments Corp. (“Meade” or the “Company”), to be held at Meade’s headquarters, 27 Hubble, Irvine, California on September 12, 2013, at 10:00 a.m., local time.

At the special meeting, you will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 16, 2013 and amended on August 5, 2013, by and among Sunny Optics, Inc. (“Buyer”), Sunny Optics Merger Sub, Inc., a newly-formed, wholly-owned subsidiary of Buyer, and Meade (as amended, the “merger agreement”). If the merger agreement is adopted and approved and the merger becomes effective, each outstanding share of Meade common stock will be converted into the right to receive $4.50 in cash, without interest and less any applicable withholding tax (unless the holder of such shares perfects its appraisal rights with respect to those shares in accordance with Delaware law). Following the merger, Meade will continue as the surviving corporation and a wholly-owned subsidiary of Buyer. You are also being asked to vote upon a proposal to adjourn the special meeting, if necessary, for one or more times, to solicit additional proxies if, at the time of the adjournment, there are insufficient votes to approve the merger agreement and upon a non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger.

After careful consideration, the Meade board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby (including the merger) are advisable and fair to, and in the best interests of, Meade’s stockholders, and has approved the merger agreement and the transactions contemplated thereby, including the merger. Therefore, our board of directors unanimously recommends that you vote FOR the adoption and approval of the merger agreement.

The accompanying proxy statement explains the proposed merger and provides specific information concerning the special meeting and the parties involved. Please read the proxy statement carefully. You may also obtain more information about the Company from documents that we have filed with the Securities and Exchange Commission.

Whether or not you plan to attend the special meeting in person, please sign and return the enclosed proxy card in the envelope provided or submit your proxy by telephone or via the Internet in accordance with the instructions on the proxy card. If you attend the special meeting and desire to vote in person, you may do so even though you have previously sent a proxy. If your shares are held in “street name” by your broker, your broker will be unable to vote your shares without instructions from you. You should instruct your broker to vote your shares, in accordance with the procedures provided by your broker.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. Because adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Meade common stock entitled to vote at the special meeting, your failure to vote your shares (or instruct your broker to vote your shares) will have exactly the same effect as if you voted AGAINST adoption of the merger agreement and approval of the transactions contemplated thereby, including the merger.

Sincerely,

Timothy C. McQuay

Chairman of the Board

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated August 16, 2013, and is first being mailed to stockholders on or about August 16, 2013.

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MEADE INSTRUMENTS CORP.

27 Hubble

Irvine, California 92618

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 12, 2013

TO OUR STOCKHOLDERS:

A special meeting of stockholders of Meade Instruments Corp., a Delaware corporation (“Meade” or the “Company”), will be held on September 12, 2013, at 10:00 a.m., local time, at Meade’s principal office, 27 Hubble, Irvine, California for the following purposes:

Our board of directors has fixed the close of business on August 9, 2013 as the record date for the purpose of determining the holders of Company common stock entitled to receive notice of and to vote at the special meeting or any adjournment or adjournments thereof. The affirmative vote of holders of a majority of the shares of Company common stock outstanding and entitled to vote at the special meeting is necessary to adopt and approve the merger agreement. The proposal to adjourn the meeting will be approved if the number of votes cast in favor of such proposal exceeds the number of votes cast in opposition to such proposal. The advisory proposal to approve certain compensation arrangements will be approved if the number of votes cast in favor of such proposal exceeds the number of votes cast in opposition to such proposal, assuming that a quorum is present.

On August 5, 2013, our board of directors unanimously determined that the merger and the merger agreement are advisable and fair to, and in the best interests of, Meade’s stockholders and approved the merger agreement and the transactions contemplated thereby, including the merger. Therefore, our board of directors unanimously recommends that you vote FOR the adoption and approval of the merger agreement.

The enclosed proxy statement provides you with a summary of the merger agreement and the merger, and provides additional information about the parties involved. The closing of the merger will occur as promptly as practicable following the adoption of the merger agreement at the special meeting by Meade’s stockholders, subject to the satisfaction or waiver of the other conditions to the closing of the merger, as described in the enclosed proxy statement.

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YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. Whether or not you plan to attend the special meeting in person, please sign and return the enclosed proxy card in the envelope provided or otherwise vote your shares. If you attend the special meeting and desire to vote in person, you may do so even though you have previously sent a proxy.

Because adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Company common stock entitled to vote at the special meeting, your failure to vote will have exactly the same effect as if you voted AGAINST the merger agreement.

Under Delaware law, holders of Company common stock can exercise appraisal rights in connection with the merger. A Meade stockholder that does not vote in favor of the merger agreement and complies with all of the other necessary requirements under Delaware law will have the right to dissent from the merger and to seek appraisal of the fair value of his, her or its shares of Company common stock, exclusive of any element of value arising from the expectation or accomplishment of the merger. For a description of appraisal rights and the procedures to be followed to assert them, stockholders should review the provisions of Section 262 of the Delaware General Corporation Law, a copy of which is included as Annex D to the accompanying proxy statement.

By Order of the Board of Directors,

John A. Elwood

Secretary

Irvine, California

August 16, 2013

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SUMMARY TERM SHEET

This summary highlights important information from this proxy statement and does not contain all of the information that may be important to you. To understand fully the merger described in this proxy statement, you should carefully read the entire proxy statement and its annexes. We have included section references to direct you to a more complete description of the topics contained in this summary.

You should also review “Questions and Answers About the Special Meeting and the Merger” for brief answers to some questions that you may have as a holder of Company common stock.

In this proxy statement, the terms “Meade,” “Company,” “we,” “our,” “ours,” and “us” refer to Meade Instruments Corp.

The Parties to the Merger (page 17)

Meade Instruments Corp.

27 Hubble

Irvine, CA 92618

Telephone No.: (949) 451-1450

Meade is a consumer products company that designs, manufactures, imports and distributes telescopes, telescope accessories, binoculars, spotting scopes, and other consumer products. The Company’s brands, which include Meade^® and Coronado^®, are associated with innovation in the amateur astronomy, consumer optical and sporting goods markets.

Sunny Optics, Inc. (“Buyer”)

c/o Ningbo Sunny Electronic Co., Ltd.

No. 199 Anshan Road

Yuyao, Zehjiang, China 315400

Telephone No.: +86 139 0584 8676

Buyer is a Delaware corporation and an affiliate of Ningbo Sunny Electronic Co., Ltd. (“Ningbo”). Buyer was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement (as such term is defined below). It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement. Ningbo develops, makes and sells sport and outdoor optical products, such as binoculars, telescopes, spotting scopes, riflescopes and diverse optical components and accessories. Ningbo’s manufacturing facility is located in Zhejiang, China and is equipped with first-grade, ISO9001 certified, production facilities, and advanced environmental and optical testing devices.

Sunny Optics Merger Sub, Inc. (“Merger Sub”)

c/o Ningbo Sunny Electronic Co., Ltd.

No. 199 Anshan Road

Yuyao, Zehjiang, China 315400

Telephone No.: +86 139 0584 8676

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Buyer. Merger Sub was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement.

The Agreement and Plan of Merger, dated as of July 16, 2013 and amended on August 5, 2013, among Meade, Buyer and Merger Sub (as amended, the “merger agreement”), provides that, at the effective time of the merger, Merger Sub will merge with and into the Company (the “merger”). In the merger, each share of

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Company common stock that is outstanding immediately prior to the effective time of the merger (other than shares owned by Buyer, any direct or indirect subsidiary of Buyer or any affiliate of Buyer, any shares held by the Company and shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights in connection with the merger under Delaware law) will be converted into the right to receive $4.50 per share in cash, without interest and less any applicable withholding tax. Following the merger, Meade will survive and continue as a wholly-owned subsidiary of Buyer.

If the merger is completed, you will be entitled to receive $4.50 in cash, without interest and less any applicable withholding taxes, for each share of Company common stock that you own (unless you choose to dissent by exercising and perfecting your appraisal rights under Delaware law with respect to your shares).

If the merger is completed, each holder of Company common stock will receive materials from the paying agent. As soon as reasonably practicable after the completion of the merger, the paying agent will provide instructions to each holder of record of Company common stock that will explain how to surrender stock certificates in exchange for merger consideration. Each holder of Company common stock will receive cash for his, her or its shares from the paying agent after complying with these instructions. If your shares of Company common stock are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to surrender your “street name” shares and receive merger consideration for those shares. Please do not return your stock certificates with the enclosed proxy or send your stock certificates without a properly completed letter of transmittal (which will be provided to you at a later date by the paying agent).

Stock Options

Upon completion of the merger, pursuant to the merger agreement each then-outstanding stock option that was granted by the Company will be cancelled, and will be converted into an amount in cash equal to the product of (x) the number of shares of Company common stock covered by such option, whether or not vested, multiplied by (y) the excess, if any, of the $4.50 per share merger consideration over the per share exercise price for such option, less any applicable withholding taxes. Pursuant to the merger agreement, no amounts will be paid with respect to options that have an exercise price equal to or greater than $4.50 per share, which such options will be automatically cancelled at the effective time of the merger.

Restricted Stock Awards

Upon completion of the merger, each then-outstanding restricted stock award that was granted under our equity incentive plans shall become vested and shall be treated in the same manner as ownership of Company common stock. Accordingly, any holder of restricted stock will be entitled to receive $4.50 in cash, without interest and less any applicable withholding taxes, for each share of restricted stock owned.

Time, Place and Purpose of the Special Meeting (page 18)

The special meeting will be held on September 12, 2013 starting at 10:00 a.m., local time, at Meade’s headquarters, 27 Hubble, Irvine, California 92618.

At the special meeting, you will be asked to consider and vote upon (x) a proposal to adopt the merger agreement and approve the transactions contemplated thereby, including the merger, (y) a proposal to approve

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the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, and (z) a non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger, and to transact such other business as may properly come before the special meeting.

Record Date; Quorum and Voting (page 18)

You are entitled to vote at the special meeting if you owned shares of Company common stock at the close of business on August 9, 2013, the record date for the special meeting. The presence at the meeting, in person or by proxy, of a majority of the shares of Company common stock issued and outstanding as of the close of business on the record date will constitute a quorum. On the record date, there were 1,305,148 shares of Company common stock outstanding.

Required Vote (page 18)

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock on the record date that are entitled to vote at the special meeting. Each outstanding share of Company common stock on the record date entitles the holder to one vote at the special meeting. A failure to vote your shares of Company common stock or an abstention will have the same effect as a vote AGAINST the adoption of the merger agreement. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies, and approval of the non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger each requires the affirmative vote of a majority of the votes cast by the holders of all Company common stock present in person or by proxy at the special meeting and entitled to vote on the matter, in each case, assuming a quorum is present at the special meeting. Failure to vote your shares of Company common stock or an abstention will have no effect on the approval of the proposal to adjourn the special meeting or. assuming a quorum is present, the approval of the non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger.

As of the record date, Steven Murdock and John Elwood, the executive officers of the Company, held and are entitled to vote, in the aggregate, 180,884 shares of Company common stock, representing approximately 13.9% of the aggregate Company common stock outstanding as of the record date. The executive officers have entered into a voting agreement (the “voting agreement”) pursuant to which they have agreed to vote their shares FOR the proposal to adopt the merger agreement.

Any holder of Company common stock entitled to vote whose shares are registered in his, her or its name may submit a proxy by telephone by calling 1-800-690-6903, or via the Internet at www.proxyvote.com, in accordance with the instructions provided on the enclosed proxy card, or by returning the enclosed proxy card by mail, or may vote in person by appearing at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares using the instructions provided by your broker, bank or other nominee. If you do not provide your broker, bank or other nominee with instructions, your shares will not be voted and that will have the same effect as a vote AGAINST the proposal to adopt the merger agreement.

Any stockholder who executes and returns a proxy card (or submits a proxy via telephone or the Internet) may revoke the proxy at any time before it is voted at the special meeting:

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Please note that if you hold your shares in “street name” through a broker, bank or other nominee and you have instructed your broker, bank or other nominee to vote your shares, the above-described options for changing your vote do not apply, and instead you must follow the instructions received from your broker, bank or other nominee to change your vote.

The board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and (iii) resolved to recommend that the stockholders of the Company adopt the merger agreement and approve the transactions contemplated thereby, including the merger, at a special meeting of the stockholders. The board of directors recommends that you vote FOR the proposal to adopt the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

In reaching its decision, the board of directors evaluated a variety of business, financial and market factors and consulted with management and financial and legal advisors.

On May 16, 2013, Marshall & Stevens Incorporated, or Marshall & Stevens, rendered an oral opinion to the board of directors (which was confirmed in writing by delivery of the written opinion of Marshall & Stevens dated May 16, 2013), as to the fairness, from a financial point of view, of the consideration of $3.45 to be received by the holders of Company common stock in the Proposed JOC Merger, as of May 16, 2013, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Marshall & Stevens in preparing its opinion. Although the opinion was prepared and delivered in connection with the JOC Merger Agreement, the Company believes the opinion is still applicable because it was limited to the fairness of the consideration, which is greater under the merger agreement than under the JOC Merger Agreement. The Board also noted that the terms and conditions of the merger agreement are no less favorable to Meade’s stockholders, in the aggregate, compared to the terms and conditions of the JOC Merger Agreement. The “Proposed JOC Merger” means the proposed merger of JOCNA Inc. (“JOCNA”) with the Company pursuant to that certain Agreement and Plan of Merger (the “JOC Merger Agreement”) dated May 17, 2013 among the Company, JOC North America LLC and JOCNA. The JOC Merger Agreement was terminated in connection with the execution of the merger agreement.

The opinion of Marshall & Stevens was directed to the board of directors and only addressed the fairness from a financial point of view of the consideration of $3.45 to be received by the holders of Company common stock in the Proposed JOC Merger and does not address any other aspect or implication of the Proposed JOC Merger. The summary of the opinion of Marshall & Stevens in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Marshall & Stevens in

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preparing its opinion. We encourage our stockholders to carefully read the full text of the written opinion of Marshall & Stevens. However, neither the opinion of Marshall & Stevens nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the board of directors or any stockholder as to how to act or vote with respect to the merger or related matters.

In considering the recommendation of our board of directors with respect to the merger, you should be aware that some of our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of holders of Company common stock generally. These interests include:

Stockholders who oppose the merger may exercise appraisal rights, but only if they do not vote in favor of the merger proposal and otherwise comply with the procedures of Section 262 of the Delaware General Corporation Law, which is Delaware’s appraisal statute. A copy of Section 262 is included as Annex D to this proxy statement.

There is no financing condition to the merger. Buyer is expected to pay the merger consideration from cash on hand or borrowings from existing credit facilities of Buyer or one or more of its affiliates.

In general, your receipt of the merger consideration will be a taxable transaction for U.S. federal income tax purposes. For U.S. federal income tax purposes, you will generally recognize capital gain or loss equal to the difference, if any, between the amount of cash received pursuant to the merger and your adjusted basis in the shares surrendered. However, the tax consequences of the merger to you will depend upon your own particular circumstances. You should consult your own tax advisor in order to fully understand how the merger will affect you.

Meade believes it will not require any regulatory approvals to complete the merger.

The merger agreement restricts our ability to solicit or engage in discussions or negotiations with a third party regarding specified transactions involving the Company. Notwithstanding these restrictions, under certain

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limited circumstances required for our board of directors to comply with its fiduciary duties, our board of directors may respond to an unsolicited written bona fide proposal for an alternative acquisition or terminate the merger agreement and enter into an agreement with respect to a superior proposal after paying the termination fee specified in the merger agreement.

The respective obligations of the Company, Buyer and Merger Sub to consummate the merger are subject to the satisfaction or waiver of certain customary conditions, including, among other things, the adoption of the merger agreement by our stockholders, the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the merger agreement.

The Company and Buyer may, by mutual written consent, terminate the merger agreement and abandon the merger at any time prior to the effective time, whether before or after the adoption of the merger agreement by the holders of Company common stock.

Under certain circumstances, the merger agreement may also be terminated and the merger abandoned at any time prior to the effective time as follows:

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In general, if the merger agreement is terminated, neither we nor Buyer will have any liability to each other under the merger agreement, except that, if we or Buyer terminate the merger agreement under certain circumstances specified in the merger agreement, we will be required to pay Buyer a termination fee of $325,000 and, in some cases, Buyer will be required to pay us a termination fee of $500,000 (referred to as the Reverse Break-up Fee). However, since Buyer and Merger Sub are thinly capitalized acquisition entities, the Buyer agreed to contribute $500,000 into the escrow account described below to guarantee the obligations of Buyer under the merger agreement with respect to the payment of the Reverse Break-up Fee.

As an inducement for the Company entering into the merger agreement, on July 16, 2013, the Buyer escrowed $500,000 (the “Escrow Funds”) into an account held by a third-party escrow agent. The Escrow Funds are being held in escrow as a form of security to ensure that the Buyer has liquid assets in in the United States in the event payment of the Reverse Termination Fee to the Company is required pursuant to the express terms of the merger agreement.

In addition, concurrent with and as a condition to the Company entering into the merger agreement, on July 16, 2013, the Buyer entered into a Secured Convertible Note Purchase Agreement (as amended, the “Note Purchase Agreement”) with the Company pursuant to which the Buyer agreed to loan the Company up to the principal amount of $750,000 on the terms and conditions set forth therein. On July 16, 2013, the Buyer loaned the Company $250,000 pursuant to the terms and conditions of a secured convertible promissory note in substantially the form attached to the Note Purchase Agreement (the “July Note”), which the Company used to

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pay the termination fee to JOC as described above. If the merger has not closed prior to September 1, 2013 due to certain antitrust matters as described in the Note Purchase Agreement, then the Buyer is obligated to loan the Company another $250,000 pursuant to the terms and conditions of a separate secured convertible promissory note (the “September Note”). Similarly, if the merger has not closed prior to October 1, 2013 due to certain antitrust matters described in the Note Purchase Agreement, then the Buyer is obligated to make a third loan of $250,000 to the Company pursuant to the terms and conditions of a separate secured convertible promissory note (the “October Note” and collectively with the July Note and the September Note, the “Promissory Notes”). The proceeds from the September Note and the October Note described above may be used by the Company only for working capital purposes or any other purpose which the Buyer consents to in writing.

Pursuant to the terms of the Promissory Notes, each loan of the $250,000 (collectively, the “Loans” and individually a “Loan”) will accrue interest at the rate of ten percent (10%) per annum (unless there is an occurrence and continuance of an event of default in which case the interest shall accrue at 15% per annum) and will be due and payable on the earliest of (i) July 16, 2014, (ii) a liquidity transaction (other than the merger) regarding the Company (including a dissolution and winding up of the Company), (iii) certain events of default by the Company or (iv) if the Company publicly announces or enters into a change of control transaction with a third party. In addition, in the event of a liquidity transaction (other than the merger), the Buyer has the option to convert the outstanding principal and unpaid interest of the Loans into shares of Company common stock. The Loans are secured by the Company’s assets pursuant to a Security Agreement dated July 16, 2013 between the Company and the Buyer.

Shares of Company common stock are listed on the NASDAQ Capital Market under the symbol “MEAD.” On July 16, 2013, the last trading day before the announcement of the merger agreement, the Company common stock closed at $3.66. On August 15, 2013, which was the last practicable trading day before this proxy statement was printed, the Company common stock closed at $4.50 per share.

You can find more information about Meade in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at http://www.sec.gov.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS OF THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 12, 2013.

The Notice of Meeting, Proxy Statement and Proxy Card are available at www.meade.com/mergerproxymaterials. Stockholders wishing to attend the special meeting and vote in person may obtain directions by contacting Meade at (949) 451-1450 extension 6295.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following are some questions that you, as a stockholder of Meade, may have regarding the merger and the special meeting, and brief answers to those questions. You are urged to read carefully and in their entirety this proxy statement and the other documents referred to in this proxy statement because this section may not provide all of the information that is important to you with respect to the merger and the special meeting. Additional important information is contained in the annexes to this proxy statement.

At the time the merger becomes effective, all restricted stock awards will become fully vested, and each share that is subject to a restricted stock award will be treated identically to all other outstanding shares of Company common stock. Consequently, restricted stockholders will receive an amount in cash equal to the number of shares of Company common stock covered by such holder’s restricted stock award multiplied by $4.50, less any applicable withholding taxes. See “The Merger Agreement—Treatment of Stock Options and Restricted Stock” on page 48.

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If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted FOR the merger proposal and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, however, your shares will not be voted at all with respect to the non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger. See “The Special Meeting—How You Can Vote” on page 19.

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Your attendance at the special meeting does not automatically revoke your proxy. If you have instructed your broker, bank or other nominee to vote your shares, the above-described options for revoking your proxy do not apply. Instead, you must follow the directions provided by your broker, bank or other nominee to change your vote. See “The Special Meeting—How You May Revoke or Change Your Vote” on page 20.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, contain forward-looking statements that involve numerous risks and uncertainties. The statements contained in this proxy statement that are not purely historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, including, without limitation, statements regarding the expected benefits and closing of the proposed merger, the management of the Company and the Company’s expectations, beliefs and intentions. All forward-looking statements included in this proxy statement are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither the Company nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including our most recent filings on Form 10-K, and the following factors, which are not exhaustive:

If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

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INTRODUCTION

This proxy statement and the accompanying form of proxy are being furnished to the holders of shares of Company common stock, $0.01 par value, in connection with the solicitation of proxies by the board of directors of Meade for use at the special meeting of the stockholders of Meade to be held at Meade’s headquarters, 27 Hubble, Irvine, California 92618, on September 12, 2013, at 10:00 a.m., local time.

We are asking our stockholders to vote on a proposal to adopt and approve the merger agreement, dated as of July 16, 2013 and amended on August 5, 2013, by and among Meade, Buyer and Merger Sub. If the merger is completed, Meade will become a wholly-owned subsidiary of Buyer, and our stockholders (other than Buyer, Merger Sub, or any other subsidiary of Buyer and those holders of Company common stock who perfect their appraisal rights under Delaware law) will have the right to receive $4.50 in cash, without interest and less any applicable withholding tax, for each share of Company common stock. Holders of stock options will also receive the excess, if any, of $4.50 over the applicable per-share exercise price for each option, less any applicable withholding tax.

THE PARTIES TO THE MERGER

Meade Instruments Corp.

Meade is a consumer products company that designs, manufactures, imports and distributes telescopes, telescope accessories, binoculars, spotting scopes, and other consumer products. The Company’s brands, which include Meade^® and Coronado^®, are associated with innovation in the amateur astronomy, consumer optical and sporting goods markets.

Meade was incorporated in the State of California in 1975 and reincorporated in the State of Delaware in 1997. Meade maintains its principal executive offices at 27 Hubble, Irvine, California 92618. Meade’s telephone number is (949)  451-1450.

Sunny Optics, Inc.

Sunny Optics, Inc. (“Buyer”), a Delaware corporation and an affiliate of Ningbo Sunny Electronic Co., Ltd. (“Ningbo”). Buyer was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement. Ningbo develops, makes and sells sport and outdoor optical products, such as binoculars, telescopes, spotting scopes, riflescopes and diverse optical components and accessories. Ningbo’s manufacturing facility is located in Zhejiang, China and is equipped with first-grade, ISO9001 certified, production facilities, and advanced environmental and optical testing devices. The principal executive offices of Buyer are located at c/o Ningbo Sunny Electronic Co., Ltd.No. 199 Anshan Road, Yuyao, Zehjiang, China 315400. The telephone number at such principal offices is +86 139 0584 8676.

Sunny Optics Merger Sub, Inc.

Sunny Optics Merger Sub, Inc. (“Merger Sub”), a Delaware corporation, was formed by Buyer solely for the purpose of completing the merger. Merger Sub is wholly-owned by Buyer and has not engaged in any business except in anticipation of the merger. Upon the consummation of the merger, Merger Sub will cease to exist and Meade will continue as the surviving corporation. The principal executive offices of Merger Sub are located at c/o Ningbo Sunny Electronic Co., Ltd.No. 199 Anshan Road, Yuyao, Zehjiang, China 315400. The telephone number at such principal offices is +86 139 0584 8676.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to holders of Company common stock as part of the solicitation of proxies by the Company’s board of directors for use at a special meeting of stockholders to be held at Meade’s headquarters, 27 Hubble, Irvine, California 92618 on September 12, 2013, starting at 10:00 a.m., local time.

The purpose of the special meeting is for the holders of Company common stock to consider and vote upon a proposal to adopt the merger agreement which provides for the merger of Merger Sub with and into the Company. A copy of the merger agreement is attached to this proxy statement as Annex A. You are also being asked to vote upon (x) a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if, at the time of the adjournment, there are insufficient votes to approve the merger agreement and (y) a non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger. This proxy statement and the enclosed form of proxy are first being mailed to the holders of Company common stock on or August 16, 2013.

On August 4, 2013, our board of directors unanimously determined that the merger and the merger agreement are advisable and fair to, and in the best interests of, Meade’s stockholders and approved the merger agreement and the transactions contemplated thereby, including the merger. Therefore, our board of directors unanimously recommends that you vote FOR the proposal to adopt the merger agreement, FOR the proposal to adjourn the special meeting, if necessary, to solicit additional proxies if, at the time of the adjournment, there are insufficient votes to approve the merger agreement and FOR the proposal of the non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger.

Our board of directors knows of no other matter that will be presented for consideration at the special meeting. If any other matter properly comes before the special meeting, the persons named in the enclosed form of proxy or their substitutes will vote in accordance with their best judgment on such matters.

Record Date, Quorum and Voting

The holders of record of Company common stock as of the close of business on August 9, 2013, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. On the record date, there were 1,305,148 shares of Company common stock outstanding, with each share entitled to one vote.

The holders of a majority of the outstanding shares of Company common stock on August 9, 2013, represented in person or by proxy, will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies. Any shares of Company common stock held in treasury by the Company or by any of its subsidiaries are not considered to be outstanding for purposes of determining a quorum. Shares that are present but not voted, either by abstention or non-vote (including broker non-vote), will be counted for purposes of establishing a quorum. “Broker non-votes” result when brokers are prohibited from exercising their voting discretion with respect to the approval of non-routine matters such as the merger proposal, and, thus, absent specific instructions from the beneficial owner of those shares, brokers are not empowered to vote the shares with respect to the approval of those proposals.

Required Vote

The adoption of the merger agreement and thereby approval of the merger requires the affirmative vote of holders representing at least a majority of the outstanding shares of Company common stock entitled to vote at the special meeting.

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BECAUSE APPROVAL OF THE MERGER AGREEMENT REQUIRES THE APPROVAL OF HOLDERS REPRESENTING A MAJORITY OF THE OUTSTANDING SHARES OF MEADE COMMON STOCK, FAILURE TO VOTE YOUR SHARES OF MEADE COMMON STOCK (INCLUDING IF YOU HOLD THEM THROUGH A BROKER OR OTHER NOMINEE) WILL HAVE EXACTLY THE SAME EFFECT AS A VOTE AGAINST THE MERGER AGREEMENT.

The approval of the proposal to adjourn the special meeting if there are not sufficient votes to approve the merger agreement requires the affirmative vote of holders representing a majority of the shares of Company common stock present in person or by proxy at the special meeting and entitled to vote on the matter. The persons named as proxies may propose and vote for one or more adjournments of the special meeting, including adjournments to permit further solicitations of proxies. No proxy voted against the proposal to approve the merger agreement will be voted in favor of any adjournment of the special meeting.

The approval of the non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger requires the affirmative vote of holders of a majority of the shares of Company common stock present in person or by proxy at the special meeting and entitled to vote on the matter.

Under Delaware law, holders of shares of Company common stock are eligible for appraisal rights in connection with the merger. In order to exercise appraisal rights, you must comply with all of the requirements of Delaware law. See “Appraisal Rights” beginning on page 67 and Annex D for information on the requirements of Delaware law regarding appraisal rights.

How You Can Vote

Each share of Company common stock outstanding on August 9, 2013, the record date for determining stockholders entitled to vote at the special meeting, is entitled to one vote at the special meeting.

You may vote your shares as follows:

Voting by Mail. If you choose to vote by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided.

Voting by Telephone. If you chose to vote by telephone, simply call the phone number printed on your proxy card and follow the instructions.

Voting by Internet. If you chose to vote by Internet, simply follow the instructions printed on your proxy card.

Voting in Person. You can also vote by appearing and voting in person at the special meeting.

If you vote your shares of Company common stock by submitting a proxy, your shares will be voted at the special meeting as you indicated on your proxy card. If no instructions are indicated on your signed proxy card, all of your shares of Company common stock will be voted FOR the adoption of the merger agreement and approval of any proposal to adjourn the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. You should return a proxy by mail or otherwise vote your shares of Company common stock, even if you plan to attend the special meeting in person.

If your shares are held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. If you do not instruct your broker, bank, or other nominee how to vote your shares, your shares will not be voted and the effect will be the same as a vote by you AGAINST the merger proposal, but will have no effect on the proposal to adjourn the special meeting.

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Stock Ownership and Interests of Certain Persons; Voting Agreement

Certain members of the Company’s management and board of directors have interests that are different from, or in addition to, those of holders of Company common stock generally. It is anticipated that certain of our executive officers may have roles with Buyer following the merger, although to our knowledge no agreements have been reached with Buyer regarding the terms thereof. See “The Merger—Interests of the Company’s Executive Officers and Directors in the Merger” beginning on page 43.

As of August 9, 2013, the record date for stockholders entitled to vote at the special meeting, the executive officers of Meade, Steven Murdock and John Elwood, owned, in the aggregate, 180,884 shares of Company common stock, or collectively approximately 13.9% of the outstanding shares of Company common stock. In connection with the merger agreement, the executive officers entered into a voting agreement (the “voting agreement”) pursuant to which each of them has agreed to vote his shares of Company common stock in favor of the merger and to refrain from granting any proxies or entering into any other voting arrangements with respect to, or assigning, encumbering or otherwise disposing of any of, his shares.

How You May Revoke or Change Your Vote

You can revoke your proxy at any time before it is voted at the special meeting by:

Proxy Solicitation

The Company will pay the costs of soliciting proxies for the special meeting. Officers, directors and employees of Meade, and any other representatives appointed by it from time to time, may solicit proxies by telephone, mail or in person. However, they will not be paid for soliciting proxies. Meade also will request that individuals and entities holding shares in their names, or in the names of their nominees, that are beneficially owned by others, send proxy materials to and obtain proxies from those beneficial owners, and will reimburse those holders for their reasonable expenses in performing those services. In addition, the Company engaged Alliance Advisors LLC (“Alliance”) to assist the Company in soliciting proxies. The Company has agreed to pay Alliance $9,500 plus reasonable expenses for their services.

Adjournments

Although it is not expected, the special meeting may be adjourned for, among other reasons, the purpose of soliciting additional proxies to a date not later than 90 days after the date of the special meeting. You should note that the meeting could be successively adjourned to a specified date not longer than 90 days after such initial adjournment. If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already sent in their proxies will be able to revoke them at any time prior to their use. The persons named as proxies may propose and vote for one or more adjournments of the special meeting, including adjournments to permit further solicitations of proxies. No proxy voted against the proposal to adopt the merger agreement will be voted in favor of any adjournment of the special meeting.

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THE MERGER

Background of the Merger

From time to time, Meade’s board of directors (sometimes referred to as the board) and management team have reviewed Meade’s strategic focus in light of conditions in the industry in which Meade operates and the long-term interests of Meade and its stockholders. During the Company’s fiscal year ended February 28, 2007, the Company had net sales of over $100 million, but during that same fiscal year Meade also had a net loss of around $20 million. The Company then went through a restructuring and in the first and second quarters of its fiscal year ended February 28, 2009 sold its three riflescope brands and operations to various buyers for an aggregate purchase price of $15.25 million, all in an attempt to provide liquidity and bring the Company back to profitability. In addition, in January 2009 the Company sold its European business to Meade Instruments Europe GmbH & Co., KG (“MI Europe”) for approximately $12.4 million. Although the Company’s net loss was reduced to approximately $1.4 million for the fiscal year ended February 29, 2012 on much lower net sales of approximately $21.5 million, the Company remained unprofitable.

In the Company’s second fiscal quarter ended August 31, 2012, the Company lost approximately $1.0 million and its available cash at the end of that fiscal quarter had been reduced to under $700,000. The Company’s fiscal position continued to deteriorate during the Company’s third fiscal quarter ended November 30, 2012, and the Company lost over $1.3 million and its available cash at the end of that quarter was under $300,000.

Due to the Company’s recent difficulties and steady reduction in available cash, members of the board and management became increasingly concerned about the Company’s ability to remain a going concern. In addition, the Company had recently received inquiries regarding a business transaction with the Company, including an inquiry from MI Europe in December 2012 regarding an acquisition of the Company by MI Europe and MI Europe’s majority shareholder, Jinghua Optics & Electronics Co., Ltd. (“Jinghua Optics”). A meeting was held on December 20, 2012 with MI Europe and Jinghua Optics regarding their interest in acquiring the Company.

On January 10, 2013, at the Company’s regularly scheduled board of directors meeting, the board discussed the losses in each of the first three quarters of the Company’s fiscal year ending February 28, 2013 and the Company’s outlook for the fourth quarter and fiscal year 2014. The board then discussed the Company’s liquidity situation and came to the conclusion that all possible strategic alternatives for the Company needed to be considered.

On January 11, 2013, John Elwood, the Company’s Chief Financial Officer was contacted by an investment advisor of MIT Capital, Inc. (“MITC”) regarding an interest in acquiring the Company and the advisor discussed MITC’s interest in acquiring the Company. Mr. Elwood provided the advisor a confidentiality agreement on January 16, 2013 and a meeting was scheduled for Tuesday January 22, 2013 among Mr. Elwood, Steven Murdock, the Company’s Chief Executive Officer, MITC and the advisor. The investment advisor for MITC informed Mr. Elwood on January 21, 2013 that the principal of MITC was an individual who had met with Mr. Elwood and Mr. Murdock in March 2012 regarding the principal’s interest in acquiring the Company at that time. Mr. Elwood explained to the principal and the advisor that no non-public information regarding the Company would be disclosed to them until the confidentiality agreement was signed, which they stated they understood. MITC requested, and was granted, additional time to review the confidentiality agreement at the January 22, 2013 meeting.

On January 14, 2013, the Company reported its third quarter results which included a substantial loss and a weakened financial position. The Company also reported that there existed substantial doubt about the Company’s ability to continue as a going concern, and that the Company was seeking opportunities in a strategic relationship or a business combination.

On January 18, 2013, the board held a special meeting. Mr. Elwood reported that the Company’s financial condition continued to deteriorate due to, among other things, the Company’s inability to finalize the

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development of its planned new products and the steep reduction of sales of its existing products in the 2013 fiscal year. Mr. Elwood also reported that the Company continued to lose money quarter after quarter and expected a loss of approximately $1 million in the fourth quarter. In addition, he noted that, except for its working capital line of credit secured by its receivables, the Company had no other financing. Furthermore, due to the Company’s recurring losses and inability to reduce its cost structure sufficiently to offset the reduction in revenues, no additional financing could be obtained. Although equity financing may have been available, the board expected that the terms would be so onerous that the existing stockholders would be severely diluted. Consequently, the board determined that the Company must consider all options available to it. The board suggested that one option would be to attempt to sell the Company and provide its stockholders with some consideration now, rather than continue to lose money until the Company became insolvent. Mr. Murdock reported that some customers and suppliers had indicated an interest in buying the Company or some of its assets. The board then discussed a process to approach potentially interested parties, including these customers and suppliers. After discussion, the board authorized the Company’s officers to begin the process regarding a potential transaction with the Company. In addition, the board approved a “request for interest letter” to be sent to these parties.

On January 21, 2013, Mr. Elwood sent the request for interest letter to approximately 50 parties. The request for interest letter outlined that the board was considering various strategic alternatives and the Company was discussing such alternatives with a number of different interested parties with the intention to move forward quickly and efficiently in the event that a strategic alternative or transaction is identified. The letter requested that the parties contact Mr. Elwood not later than February 6, 2013.

On January 21, 2013, Mr. Elwood was contacted by the investment advisor of Bidder B regarding an interest in discussing Bidder B acquiring the Company. Mr. Elwood had various discussions with Bidder B’s advisor between January 21, 2013 and January 30, 2013 regarding a confidentiality agreement, which was signed on January 30, 2013. In addition, an in-person meeting among Bidder B, Mr. Elwood and Mr. Murdock was scheduled for Friday February 8, 2013.

On January 23, 2013, Mr. Elwood was contacted by the CFO of Bidder C regarding an interest in discussing strategic alternatives. They discussed a confidentiality agreement, which was signed by the CEO of Bidder C on January 25, 2013, and a meeting was scheduled among the CEO and CFO of Bidder C, Mr. Elwood and Mr. Murdock for February 2, 2013.

On January 24, 2013, Mr. Elwood received a confidentiality agreement from MI Europe and another from Jinghua Optics.

On February 6, 2013, the board held a special meeting. Mr. Elwood first reported on the status of the Company’s procedures in contacting various parties and their responses regarding a potential strategic transaction with the Company. Mr. Elwood noted that five parties had responded to the Company’s communication with little or no interest, five parties had responded with apparently genuine interest in a transaction with the Company, and the remainder of the contacted parties had not responded at all. Mr. Elwood also reported that each of the parties that responded with interest told the Company they would be providing a proposal to the Company within the next seven days.

On February 6, 2013, a representative of O’Neil LLP, Meade’s legal counsel, engaged in discussions with counsel for Bidder C regarding a proposed structure for an acquisition of Meade by Bidder C. O’Neil LLP reported to Mr. Elwood and Mr. Murdock that Bidder C was exploring an asset purchase transaction pursuant to Section 363 of the Bankruptcy Code.

On February 7, 2013, the Company received a non-binding letter of intent from MITC. Under the letter of intent, MITC proposed to acquire all of the stock of Meade through a statutory merger or a tender offer for an aggregate purchase price of $2.5 million (or $1.92 per share). However, MITC continued its refusal to sign the Company’s confidentiality agreement on terms acceptable to the Company.

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On February 12, 2013, the Company received a non-binding letter from MI Europe under which MI Europe proposed a stock purchase of the Company for $3.5 million (or $2.68 per share).

On February 13, 2013, the Company received a non-binding indication of interest from Bidder C containing a proposal for an asset purchase of the Company, potentially pursuant to Section 363 of the Bankruptcy Code. The proposed purchase price was “approximately $3.5 million to $4 million.”

On February 15, 2013, the board held a special meeting. John Elwood reported on the three proposals the Company had received regarding a proposed strategic transaction with the Company. Mr. Elwood also discussed with the board that the proposed structure of each varied, one for stock through a merger, one for an asset purchase and one for stock through a tender offer. In addition, Mr. Elwood reported that another party had met with the Company on February 8, 2013, and that party had indicated that it intended to submit an offer early the following week. After discussion, the board authorized the officers to respond to each of the offering parties and inform each that its offer was appreciated; however, its offer was similar to the other offers in the amount of consideration, and that the board suggested that each bidder should consider a better offer. Also, the board directed management that Bidder C (who submitted an asset proposal) should be informed that others have submitted stock proposals which are superior to its proposal due to the costs which would be incurred in liquidating the Company after an asset sale, such as the costs to terminate the Company’s leases in Irvine, California and in Mexico, as well as severance and other costs.

On February 19, 2013, the Company received a revised letter of intent from MI Europe under which MI Europe increased its offer from $3.5 million to $4.5 million (or $3.45 per share) and also reduced its proposed exclusivity period from 90 days to 45 days.

On February 20, 2013, the Company received a non-binding letter of intent from Bidder B. The proposed acquisition structure was either (i) to acquire all of the capital stock of Meade pursuant to a merger or (ii) to acquire substantially all of the assets of Meade pursuant to Section 363 of the Bankruptcy Code. The proposed purchase price in the merger structure was $4.0 million, as adjusted downward dollar-for-dollar to the extent the Company’s adjusted net worth was less than $6.895 million at closing. The proposed purchase price in the asset purchase structure was $3.65 million, as adjusted downward dollar-for-dollar if the Company’s adjusted net worth was less than $6.45 million at closing.

On February 20, 2013, the Company also received a revised letter of intent from Bidder C under which Bidder C increased its offer to $4.5 million. In its revised letter of intent, Bidder C also changed its proposed structure from an asset purchase to a stock purchase using a two-step merger structure (i.e., a tender offer followed by a merger).

On February 21, 2013, the Company received a letter of intent from MITC extending its initial offer of $2.5 million in the form of a stock purchase. However, MITC continued to refuse to sign a confidentiality agreement.

On February 22, 2013, the board held a special meeting. Mr. Elwood reported on the status of the four proposals that the Company had received regarding a potential strategic transaction with the Company. He then discussed each of the proposals as follows: (i) the basic structure of the proposed transaction; (ii) the amount of consideration; (iii) the financing proposed or required; (iv) the length of the proposed exclusivity period; (v) any break-up fee contemplated; and (vi) the timing needed to close the transaction. The board then discussed each of the proposals, including, among other things, the ability of each potential acquirer to close the proposed transaction. The proposals of MI Europe and Bidder C were each for $4.5 million in consideration, with Bidder C requesting a 60-day exclusivity period and MI Europe requesting a 45 day exclusivity period. Bidder B was proposing $4 million in consideration; however, the board considered its financing less concrete, and Bidder B requested a break-up fee of $350,000. MITC continued to propose only $2.5 million and had not yet signed a confidentiality agreement, limiting the amount of information which the Company could provide to them. Since

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the consideration in three of the proposals was similar, the Board determined that the Company again should request the bidding parties to increase their offers. After discussion, the board authorized management to respond to each of the potential acquirers and direct management to explain to each bidder that the consideration proposed by each was similar and that each should consider increasing their offer. However, because MITC would not sign a confidentiality agreement, the board directed management to tell MITC only that its offer was not acceptable.

On February 22, 2013, MI Europe contacted Mr. Elwood and increased its offer to $4.75 million.

On February 25, 2013, Bidder B contacted Mr. Elwood and increased its offer from $4.0 million to $5.0 million. Bidder B also stated that this was its maximum offer.

On February 25, 2013, Mr. Elwood contacted MI Europe and told it that another party’s offer was higher than MI Europe’s $4.75 million offer. MI Europe then increased its offer to $5.0 million. MI Europe also stated that this was its last and best offer.

On February 25, 2013, the board held a special meeting. Mr. Elwood updated the board on the status of the acquisition proposals received by the Company. Mr. Elwood reported that he had told MITC that its offer was not acceptable, and he did not provide MITC any information on the other proposals. Bidder C refused to increase its offer above $4.5 million, while MI Europe and Bidder B had each increased its offer to $5 million, and that Mr. Elwood also reported that MITC did not respond as to whether or not it would increase its $2.5 million offer. Mr. Elwood also reported that each of MI Europe and Bidder B had stated that its offer was final and it would not be increasing its offer any further. The board then compared and discussed all of the offers, focusing on the higher offers of MI Europe and Bidder B. After discussion, the board determined that the offer of MI Europe was superior to the offer of Bidder B, as MI Europe’s offer (1) was from a party with which the Company had previously, successfully completed a significant transaction, (2) had what the Board considered more reliable financing commitments and (3) understood the Company better (due to its current relationship with the Company as a distributor of the Company in Europe) and, as a result, was less likely to raise issues in connection with its due diligence and could close a transaction faster (which was important to the Company due to the Company’s precarious financial position). Based on its determination that MI Europe’s proposal was superior to the other proposals received by the Company and that entering into the letter of intent proposed by MI Europe was in the best interest of the Company and its stockholders, the board unanimously approved MI Europe proposal and authorized the officers to execute and deliver the letter of intent of MI Europe on behalf of the Company.

On February 25, 2013, Mr. Elwood informed MI Europe that the board would accept its offer, and also informed the other bidders that the board had chosen another bidder and would grant a 45-day exclusivity period to that bidder.

On February 26, 2013, the Company received a revised letter of intent from Bidder B increasing its offer to $5.1 million. The offer price was subject to a dollar-for-dollar downward adjustment to the extent the Company’s adjusted net worth was less than $6.1 million at closing.

On February 26, 2013, the board held a special meeting. Mr. Elwood informed the board that, notwithstanding that Bidder B had previously stated that it would not increase its $5.0 million offer, it had increased its offer from $5.0 million to $5.1 million. Although this offer was $100,000 more than the offer of MI Europe, the amount of the offer was subject to a downward dollar-for-dollar adjustment to the extent that the Company’s net worth on closing was less than $6.1 million. Based on the Company’s then current net worth and the deterioration of its net worth over the past year and as projected through closing, the board determined that the Company’s net worth as of closing was projected to be approximately $5.5 million to $5.7 million and, as a result, the reduction in net worth at closing would likely adjust Bidder B’s $5.1 million offer downward to between $4.5 million and $4.7 million. After discussion, the board unanimously rejected this new revised offer as it concluded that MI Europe’s offer remained superior in consideration and for the other reasons previously discussed by the board at its February 25, 2013 special meeting.

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On February 28, 2013, a final letter of intent was signed by both MI Europe and the Company and a 45 day exclusivity period was granted to MI Europe to perform due diligence and draft a definitive merger agreement. The letter of intent provided that the merger agreement would be entered into between the Company and an affiliate of MI Europe.

On March 1, 2013, the Company’s representatives began to provide due diligence material to the Corporate Counsel Group LLC (referred to as CCG), the counsel for Jinghua Optics (the majority owner of MI Europe), based on a due diligence request of CCG.

On March 18, 2013, CCG delivered a first draft of the Agreement and Plan of Merger (referred to as the JOC Merger Agreement) to the Company and counsel for the Company, O’Neil LLP.

On March 25, 2013, the board held a special meeting. O’Neil LLP discussed the first draft of the JOC Merger Agreement (a copy of which had been provided to the directors prior to the meeting). The board discussed, among other things, the termination fee (or break-up fee) proposed in the first draft of the JOC Merger Agreement. O’Neil LLP noted that the fee of $250,000 plus expenses (which would be greater than $100,000) was large for a transaction of this size. The board believed it may stop potential higher offers for the Company once the transaction was announced to the public. After discussion, the board directed O’Neil LLP to negotiate for a break-up fee of $200,000 up to $250,000. O’Neil LLP also noted that MI Europe was not planning to be a party to the JOC Merger Agreement; instead, for tax planning and other business purposes specific to Jinghua Optics, a newly formed and a wholly-owned Delaware limited liability company of Jinghua Optics was to be the acquirer in the transaction. After discussion, the board determined that it would require that MI Europe either be a party to the JOC Merger Agreement or guarantee the material obligations of the acquirer.

On March 27, 2013, O’Neil LLP delivered a revised draft of the JOC Merger Agreement to MI Europe and CCG.

On April 1, 2013, the board held another special meeting to discuss the progress of the merger negotiations and the open issues related to the JOC Merger Agreement, as well as the status of MI Europe’s due diligence investigation of the Company.

On April 2, 2013, CCG delivered a revised draft of the JOC Merger Agreement to O’Neil LLP. In connection with that revised draft of the merger agreement, CCG informed O’Neil LLP that MI Europe would not be party to the JOC Merger Agreement and that Jinghua Optics (the majority owner of MI Europe) would be forming a new entity (the Buyer) to be party to the JOC Merger Agreement. Further, CCG clarified that Jinghua Optics was controlling the merger negotiations and that MI Europe, as an affiliate of Jinghua Optics, was acting as the representative of Jinghua Optics for the purposes of the merger agreement and the transactions contemplated thereby.

On April 8, 2013, the board held a special meeting to discuss the proposed transaction and the status of negotiations with MI Europe and Jinghua Optics. O’Neil LLP reviewed the remaining material open issues related to the JOC Merger Agreement. The board then discussed these open issues and gave O’Neil LLP direction on these points. The Company’s management then discussed that MI Europe and Jinghua Optics were requesting a one to two week extension to the exclusivity period in the letter of intent so that it could finish its due diligence. After discussion, the board approved an eight day extension until April 22, 2013.

On April 14, 2013, the Company issued an Amendment to Letter of Intent to extend the exclusivity period to April 22, 2013.

On April 22, 2013, MI Europe contacted Mr. Elwood and Mr. Murdock and informed them that MI Europe, on behalf of Jinghua Optics, was reducing Jinghua Optics’ offer from $5.0 million to $4.0 million. Mr. Elwood and Mr. Murdock discussed the reasons for this decrease with MI Europe and explained that the Company would

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not be able to grant another extension of exclusivity to MI Europe and its affiliates and would have to contact the other bidders. Mr. Elwood and Mr. Murdock asked MI Europe if those discussions resulted in a superior offer would it consider increasing their offer again; they stated that they would not consider raising it above $4.0 million.

On April 23, 2013, Mr. Elwood was contacted by the financial advisor for MITC, and Mr. Elwood explained that the Company would consider an offer from MITC, but requested that the confidentiality agreement be signed. MITC reiterated their unwillingness to sign the agreement. Mr. Elwood suggested that MITC and its attorney speak with the Company’s legal counsel regarding their reservation about signing the confidentiality agreement; that discussion occurred on April 26, 2013, but MITC continued to refuse to sign the agreement. MITC requested a meeting between MITC’s advisor and Mr. Elwood on May 1, 2013 to discuss MITC’s interest and attempt to resolve their concerns about the confidentiality agreement. However, that meeting did not resolve their concerns so a call with legal advisors was held on May 3, 2013 to attempt to negotiate a mutually agreeable confidentiality agreement, but MITC still refused to sign the agreement.

On April 23, 2013, Mr. Elwood contacted Bidder B and Bidder C and explained the fact that the exclusivity period had ended for MI Europe and that the Company had decided not to grant an extension of exclusivity for MI Europe and was therefore again open to discussing their interest in acquiring the Company. The Company provided updated financial and business information for their consideration as well.

On April 25, 2013, Bidder C requested a meeting with Mr. Elwood and Mr. Murdock on April 29, 2013 to discuss the current status of the Company’s business. Mr. Elwood provided updated information to Bidder C and answered various questions between April 29, 2013 and May 5, 2013. On May 6, 2013, Bidder C called Mr. Elwood and explained that they would not be submitting an offer due to other commitments that they had made since their initial proposal in February.

On May 1, 2013, Mr. Elwood called Bidder B and asked if they had any interest in further discussions as Bidder B had not been in contact with the Company. Bidder B stated that there was an interest but that the principals had been preoccupied and traveling. Mr. Elwood reminded Bidder B that the Company maintained a sense of urgency with respect to executing a transaction and requested that any offer would need to be provided by May 8, 2013. On May 7, 2013 and May 8, 2013, Bidder B contacted Mr. Elwood and Mr. Murdock and explained that they would not be submitting a revised offer, and instead requested that the Company stop its ongoing process with MI Europe and its discussions with other parties and that the board enter into a separate, exclusive process with Bidder B which Bidder B would manage. After discussion with the board, Mr. Elwood and Mr. Murdock declined Bidder B’s request.

On May 8, 2013, the board held a special meeting to discuss a non-binding letter of intent the Company had received from MITC to acquire all of the stock of Meade through a statutory merger or a tender offer for an aggregate purchase price of $4.57 million (or $3.50 per share). However, MITC continued its refusal to sign the Company’s confidentiality agreement on terms acceptable to the Company and therefore had not received updated financial information about the Company since the Company’s January 14, 2013 release of its third quarter results. As a result, although the board was considering the offer, the board directed management not to agree to the letter of intent with MITC because MITC would not sign a confidentiality agreement. After the meeting, Mr. Elwood contacted MI Europe and requested that Jinghua Optics raise its offer. MI Europe, on behalf of Jinghua Optics, then increased Jinghua Optics’ offer to $4.5 million or $3.45 per share.

Later, on the evening of May 8, 2013, the board held another special meeting to discuss the offer of MITC and the increased offer made by MI Europe, on behalf of Jinghua Optics. Although MITC’s offer was slightly higher, the offer of Jinghua Optics was based on a fully negotiated merger agreement, a due diligence investigation of the Company over a period of 60 days and a review of recent financial information of the Company. Due to these factors and the precarious financial position of the Company (taking the additional time to negotiate another merger agreement and undergoing another due diligence investigation would present a

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serious risk to the ability of the Company to continue), the board unanimously approved the revised offer of Jinghua Optics and directed the Company’s management to finalize the JOC Merger Agreement and related transactions.

On May 16, 2013, the board held a special meeting which was attended by representatives of Marshall & Stevens, the board’s valuation advisor, and O’Neil LLP. At the request of the board, Marshall & Stevens reviewed with the board its analysis relating to the fairness, from a financial point of view, of the consideration to be received by the holders of Company common stock pursuant to the proposed JOC Merger and orally rendered its opinion (which opinion was confirmed by delivery of a written opinion dated May 16, 2013) that, based upon and subject to the procedures followed, assumptions, qualifications and limitations stated in its opinion, the consideration to be paid to the holders of Company common stock in the merger was fair, from a financial point of view. At the conclusion of the discussion, the board determined that each of the transactions contemplated by the JOC Merger Agreement, including the JOC Merger, was fair to, and in the best interests of, the Company and its stockholders, declared the advisability of, and approved, the JOC Merger Agreement and the transactions contemplated thereby, including the JOC Merger, and resolved to recommend that the holders of Company common stock adopt the JOC Merger Agreement and approve the JOC Merger.

On May 17, 2013, the Company signed the JOC Merger Agreement with a wholly-owned subsidiary of Jinghua Optics, JOC North America LLC (“JOC”), MI Europe entered into a limited guaranty with the Company, and the executive officers of the Company entered into a voting agreement with Buyer (the “JOC Voting Agreement”). The parties issued a press release announcing the JOC Merger on the afternoon of May 17, 2013.

On June 7, 2013, the Company received a binding letter of intent from MITC to acquire all of the stock of Meade through a statutory merger or a tender offer for a purchase price of $3.50 per share (or $4.57 million in the aggregate). On June 10, 2013, the board held a special meeting to discuss MITC’s offer. The board noted that MITC’s offer was essentially the same as the offer MITC proposed a month ago and was rejected by the board in a May 8, 2013 special meeting of the board. The board also noted that although MITC’s offer was slightly higher than the merger price in the JOC Merger Agreement, the merger price was based on a fully negotiated and executed merger agreement, the Company had already filed a preliminary proxy statement with respect to the merger agreement and MITC had not completed a due diligence investigation (which took Jinghua Optics 60 days to complete). Due to these factors and the precarious financial position of the Company, the board declined this offer of MITC.

On June 11, 2013, Sheppard Mullin Richter & Hampton LLP (“SMRH”), on behalf of Ningbo, delivered to the Company a non-binding indication of interest under which Ningbo or its wholly-owned subsidiary would purchase all of the outstanding Company common stock for the aggregate purchase price of $5,500,000 (or $4.21 per share) pursuant to a merger agreement on substantially the same terms as the JOC Merger Agreement.

Later on June 11, 2013, the board held a special meeting and discussed the non-binding indication of interest the Company had received from Ningbo. After discussion concluded and after consulting with O’Neil LLP, the Board determined that the proposal of Ningbo would reasonably be expected to result in or lead to a proposal superior to the JOC Merger Agreement and authorized the Company’s management to engage in negotiations and discussions with Ningbo.

On June 12, 2013, as required by the terms of the JOC Merger Agreement, the Company notified JOC of Ningbo’s proposal and provided JOC with a copy of the proposal.

On June 13, 2013, Ningbo signed a confidentiality agreement with the Company, and on July 14, 2013, the Company provided SMRH, Ningbo’s legal counsel, with access to due diligence material regarding the Company.

On June 18, 2013, the Board held a special meeting and discussed with O’Neil LLP the preparation of the first draft of the merger agreement with Ningbo.

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On June 21, 2013, MITC commenced a tender offer (“MITC Tender Offer”) to purchase the outstanding shares of Company common stock for a purchase price of $3.65 per share.

Also on June 21, 2013, the Board held a special meeting. The Board first discussed the initial draft of the merger agreement with Ningbo prepared by O’Neil LLP, which had been sent to the Board prior to the meeting. Next, the Board discussed the MITC Tender Offer. The Board noted that, although the price in the MITC Tender Offer was $0.20 higher than the price in the JOC Merger Agreement, the MITC Tender Offer was subject to many conditions. As a result, the Board tentatively concluded not to make any recommendation regarding the MITC Tender Offer. Instead, the Board directed the Company’s management to release a “stop, look and listen” press release urging the Company’s stockholders not to accept or reject the MITC Tender Offer until the Company had filed with the SEC a solicitation/recommendation statement as to whether the Company recommends acceptance or rejection of the MITC Tender Offer, expresses no opinion, or is unable to take a position.

On June 22, 2013, O’Neil LLP delivered a first draft of an Agreement and Plan of Merger (referred to as the merger agreement) to SMRH, counsel for Ningbo.

On June 28, 2013, SMRH delivered a revised draft of the merger agreement to O’Neil LLP and a non-binding proposal, and O’Neil LLP forwarded it to the Board and management.

On July 2, 2013, the Board held a special meeting. The Board again discussed the terms of the MITC Tender Offer. The Board concluded that the previously executed JOC Merger Agreement was superior to the conditional MITC Tender Offer even though the MITC Tender Offer provided for $0.20 more consideration per share.

On July 3, 2013, the Board held a special meeting. The Board reviewed the terms of the merger agreement and the other aspects of Ningbo’s proposal. The Board then determined in good faith that Ningbo’s proposal was superior to the JOC Merger Agreement. Consequently, the Board directed the Company’s management to provide JOC five business days prior written notice of the Company’s intention to accept Ningbo’s proposal, all as required under the JOC Merger Agreement.

On July 5, 2013, the Company filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 recommending that the Company’s stockholders reject the MITC Tender Offer.

On July 5, 2013, the Company provided JOC five business days prior written notice of the Company’s intention to accept Ningbo’s proposal, all as required under the JOC Merger Agreement.

On July 11, 2013, JOC notified the Company that JOC would not be increasing its offer to acquire the Company and JOC waived the remainder of the five business day notice period required under the JOC Merger Agreement.

On July 15, 2013, the board held a special meeting with a representative of O’Neil LLP in attendance. The Board discussed the proposed merger agreement with Buyer and related documents. At the conclusion of the discussion, the board determined that each of the transactions contemplated by the merger agreement, including the merger, was fair to, and in the best interests of, the Company and its stockholders, and was superior to the JOC Merger Agreement. The Board declared the advisability of, and approved, the merger agreement with Buyer and the transactions contemplated thereby, including the merger, and resolved to recommend that the holders of Company common stock adopt the merger agreement with Buyer and approve the merger.

On July 16, 2013, the Company signed the merger agreement with Buyer, Buyer entered into the Note Purchase Agreement with the Company, the Buyer loaned the Company $250,000, and the executive officers of the Company entered into a voting agreement with Buyer. The Company and Ningbo issued a joint press release announcing the merger on the afternoon of July 16, 2013.

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Also on July 16, 2013, the Company terminated the JOC Merger Agreement in its entirety, and the JOC Voting Agreement was terminated. In addition, the entire amount of Buyer’s loan was used to pay JOC a $250,000 termination fee in accordance with the JOC Merger Agreement.

On July 19, 2013, the MITC Tender Offer expired. MITC reported that because the tendered shares in the MITC Tender Offer, together with the shares then owned by MITC, did not represent at least a majority of the total number of shares outstanding on a fully-diluted basis, the minimum tender condition to the MITC Tender Offer was not met and MITC did not accept any of the shares tendered pursuant to the MITC Tender Offer.

On July 25, 2013, MITC delivered to the Company a non-binding proposal under which it or its wholly-owned subsidiary would purchase all of the outstanding Company common stock for the purchase price of $4.50 per share pursuant to a merger agreement on substantially the same terms as the merger agreement with the Buyer. MITC indicated to the Company that it would not sign a confidentiality agreement until it had reached agreement with the Company on the terms of the merger agreement and that, following execution of the confidentiality agreement, MITC would need to conduct certain limited due diligence with respect to the Company before it would be able to execute the merger agreement.

Later on July 25, 2013, the board held a special meeting and discussed the non-binding proposal the Company had received from MITC. After discussion concluded and after consulting with O’Neil LLP, the board determined that the proposal of MITC would reasonably be expected to result in or lead to a proposal superior to the merger agreement and authorized the Company’s management to engage in negotiations and discussions with MITC.

On July 26, 2013, as required by the terms of the merger agreement, the Company notified the Buyer of MITC’s proposal and provided the Buyer with a copy of the proposal.

Also on July 26, 2013, the Company’s management (with O’Neil LLP) engaged in negotiations and discussions with MITC (with its counsel) regarding MITC’s proposal.

On August 2, 2013, the board held a special meeting. The board first discussed the proposal of MITC. The first draft of the MITC merger agreement was received by the Company during the meeting and briefly summarized by O’Neil LLP. Although the MITC offer was higher than the purchase price in the signed merger agreement with the Buyer, the board was concerned that a definitive agreement with MITC might not be finalized for some time. The board then directed management to contact the Buyer and attempt to negotiate an amendment to the signed merger agreement with an increased purchase price.

Subsequently, the Buyer notified the Company that it would increase its offer to acquire the Company common stock from $4.21 to $4.50 per share, provided that the Company termination fee of $250,000 was increased to $500,000.

On August 4, 2013, the board held a special meeting. The board again discussed the terms of the MITC proposal. The board concluded that, absent the increase in the termination fee to $500,000, the previously executed merger agreement, as changed to increase the purchase price to $4.50 per share, would be superior to the MITC proposal.

Later on August 4, 2013, Mr. Elwood contacted the Buyer and the Buyer agreed to reduce its proposed Company termination fee of $500,000 to $325,000. However, the Buyer required that its loans accelerate on the board’s determination of a superior proposal from a third party rather than on the closing of a transaction resulting from a superior proposal.

On August 5, 2013, the board held a special meeting with a representative of O’Neil LLP in attendance. The board discussed the proposed amendments to the merger agreement with Buyer and the proposed change to the Buyer’s loan. At the conclusion of the discussion, the board determined that each of the transactions contemplated by the merger agreement, as amended, including the merger, was fair to, and in the best interests

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of, the Company and its stockholders, and that the merger agreement, as amended, was superior to the MITC proposal. The board declared the advisability of, and approved, the merger agreement, as amended, with Buyer and the transactions contemplated thereby, including the merger, and resolved to recommend that the holders of Company common stock adopt the merger agreement with Buyer and approve the merger.

On August 5, 2013, the Company signed the amendment to the merger agreement with Buyer.

Reasons for the Merger; Recommendation of Meade’s Board of Directors

The board evaluated and negotiated the merger proposal, including the terms and conditions of the merger agreement.

In the course of reaching its determination, the board considered the following substantive factors and potential benefits of the merger, each of which the board believed supported its decision:

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The board was aware of and also considered, among others, the following adverse factors associated with the merger:

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In view of the large number of factors considered in connection with the evaluation of the merger agreement and the merger and the complexity of these matters, except as expressly noted above, the board did not consider it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision, nor did it evaluate whether these factors were of equal importance. In addition, each director may have given different weight to the various factors. The board conducted a discussion of, among other things, the factors described above, including, asking questions of Meade’s management and Meade’s legal advisors, and reached the conclusion that the merger is fair to and in the best interests of holders of Company common stock.

Other than as described in this proxy statement, Meade is not aware of any firm offers by any other person during the prior two years for a merger or consolidation of Meade with another company, the sale or transfer of all or substantially all of Meade’s assets or a purchase of Meade’s securities that would enable such person to exercise control of Meade.

The board, at a meeting described above on August 5, 2013, (i) determined that the merger agreement (as amended) and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the merger agreement (as amended) and the transactions contemplated thereby, including the merger, and (iii) recommended the adoption by our stockholders of the merger agreement (as amended).

Our board of directors recommends that you vote FOR the proposal to adopt the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

Financing

We estimate that the total amount of funds necessary to complete the merger and related transactions in connection with the merger is approximately $5,881,000 due to holders of Company common stock and stock options under the merger agreement, assuming that no holder of Company common stock validly exercises and perfects his, her or its appraisal rights.

This amount is expected to be paid by Buyer from its cash on hand or borrowings from its or its affiliates existing credit facilities.

Opinion of Board’s Valuation Advisor

On May 16, 2013, Marshall & Stevens rendered an oral opinion to the board (which was confirmed in writing by delivery of a written opinion of Marshall & Stevens dated May 16, 2013), to the effect that, as of May 16, 2013 and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Marshall & Stevens in preparing its opinion, the consideration of $3.45 to be received by the holders of Company common stock in the Proposed JOC Merger was fair, from a financial point of view, to the holders of Company common stock.

ALTHOUGH THE OPINION OF MARSHALL & STEVENS WAS RENDERED TO THE BOARD WITH RESPECT TO THE PROPOSED JOC MERGER, THE OPINION WAS LIMITED TO THE FAIRNESS OF THE AMOUNT OF CONSIDERATION BEING PROVIDED IN THE PROPOSED JOC

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MERGER, I.E., $3.45 PER SHARE. CONSEQUENTLY, THE BOARD CONSIDERED THE OPINION RELEVANT TO THE MERGER WITH BUYER AND MERGER SUB, SINCE THE CONSIDERATION IN THE MERGER IS $4.50, WHICH IS $1.05 HIGHER THAN THE AMOUNT OF CONSIDERATION IN THE PROPOSED JOC MERGER THAT MARSHALL & STEVENS FOUND TO BE FAIR, FROM A FINANCIAL POINT OF VIEW, TO THE HOLDERS OF COMPANY COMMON STOCK. HOWEVER, THERE CANNOT BE ANY ASSURANCE THAT MARSHALL & STEVENS WOULD PROVIDE AT THIS TIME THE SAME OPINION AS TO THE FAIRNESS OF THE CONSIDERATION IN THE PROPOSED JOC MERGER OR THE MERGER WITH BUYER.

THE OPINION OF MARSHALL & STEVENS WAS DIRECTED TO THE BOARD OF DIRECTORS AND ONLY ADDRESSED THE FAIRNESS FROM A FINANCIAL POINT OF VIEW OF THE CONSIDERATION TO BE RECEIVED BY THE HOLDERS OF COMPANY COMMON STOCK IN THE PROPOSED JOC MERGER AND DOES NOT ADDRESS ANY OTHER ASPECT OR IMPLICATION OF THE PROPOSED JOC MERGER. THE SUMMARY OF THE OPINION MARSHALL & STEVENS IN THIS PROXY STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF ITS WRITTEN OPINION, WHICH IS INCLUDED AS ANNEX B TO THIS PROXY STATEMENT AND SETS FORTH THE PROCEDURES FOLLOWED, ASSUMPTIONS MADE, QUALIFICATIONS AND LIMITATIONS ON THE REVIEW UNDERTAKEN AND OTHER MATTERS CONSIDERED BY MARSHALL & STEVENS IN PREPARING ITS OPINION. WE ENCOURAGE OUR STOCKHOLDERS TO CAREFULLY READ THE FULL TEXT OF THE WRITTEN OPINION OF MARSHALL & STEVENS. HOWEVER, NEITHER THE OPINION OF MARSHALL & STEVENS NOR THE SUMMARY OF ITS OPINION AND THE RELATED ANALYSES SET FORTH IN THIS PROXY STATEMENT ARE INTENDED TO BE, AND DO NOT CONSTITUTE ADVICE OR A RECOMMENDATION TO THE BOARD OF DIRECTORS OR ANY STOCKHOLDER AS TO HOW TO ACT OR VOTE WITH RESPECT TO THE MERGER OR RELATED MATTERS.

In arriving at its opinion, Marshall & Stevens, among other things:

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In reaching its opinion, Marshall & Stevens focused on a valuation of the market capitalization of the Company and the net liquidation value of the Company. Marshall & Stevens was not able to utilize a discounted cash flow analysis or enterprise valuation, due to the absence of any projections for the Company beyond the end of the current fiscal year. Marshall & Stevens also noted the Company’s current negative cash flow situation, lack of sources of liquidity and lack of a business plan to support projections for a positive cash flow situation at any time in the future.

Marshall & Stevens assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information received by or discussed with Marshall & Stevens for the purposes of its opinion. With respect to the financial projections provided to it, Marshall & Stevens assumed and relied that such projections had been reasonably prepared and were consistent with the best currently available estimates and judgments of management and the board as to the future financial performance of the Company, and that the Company in fact, due to its current financial condition, does not have any meaningful projections for periods after the end of the current fiscal year. Marshall & Stevens assumed no responsibility for and expressed no view as to such forecasts or the assumptions on which they are based, and Marshall & Stevens relied upon the assurances of the senior management of the Company that they are unaware of any facts that would make the information provided to or utilized by Marshall & Stevens incomplete or misleading. Marshall & Stevens did not perform, in connection with the rendering of this opinion, any independent valuation or appraisal of the assets or liabilities (contingent or otherwise) of the Company or its subsidiaries nor was Marshall & Stevens furnished with any such valuations or appraisals other than management’s view as to inventory values. Marshall & Stevens expressed no opinion as to the future solvency or current fair value of the Company under any state or federal laws or rules, regulations, guidelines or principles relating to bankruptcy, insolvency or similar matters. Marshall & Stevens relied upon management’s representation that the possibility of the proposed merger has been maintained in confidence, and that the market was not aware as of the date of its opinion of the potential pendency of such merger.

Marshall & Stevens also assumed that the Proposed JOC Merger would be consummated in conformity with the terms set forth in the Proposed JOC Merger agreement and that all conditions to the merger set forth in the JOC Merger Agreement would be timely satisfied and not waived. In addition, Marshall & Stevens assumed that any governmental, regulatory or third party consents, approvals or agreements necessary for the consummation of the merger would be obtained without any imposition of a delay, limitation, restriction or condition that would have a material adverse effect on the Company or the contemplated benefits of the merger. In addition, Marshall & Stevens made it understood that it is not a legal, accounting, regulatory or tax expert and that Marshall & Stevens relied, without independent verification, on the assessment of the Company and its advisors with respect to such matters. The opinion of Marshall & Stevens is necessarily based on economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. It should be understood that, although subsequent developments may affect its opinion, Marshall & Stevens does not have any obligation to update, revise or reaffirm its opinion.

The opinion of Marshall & Stevens described herein was provided for the information and assistance of the board in connection with its consideration of the Proposed JOC Merger and does not constitute a recommendation as to whether the board should proceed with the Proposed JOC Merger, nor does it constitute a recommendation to any holder of Company common stock as to how such holder should vote with respect to the Proposed JOC Merger or any other matter. The opinion was for the information of the board only, although Marshall & Stevens approved the disclosure related to its engagement and opinion appearing in this proxy statement.

In preparing its opinion to the board, Marshall & Stevens performed a variety of analyses, including those described below. The summary of Marshall & Stevens’ analyses is not a complete description of the analyses underlying Marshall & Stevens’ opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and

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circumstances presented. As a consequence, neither a fairness opinion nor its underlying analyses is readily susceptible to summary description. Marshall & Stevens arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. Accordingly, Marshall & Stevens believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors or focusing on information presented in tabular format, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying analyses and opinion of Marshall & Stevens. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques.

In performing its analyses, Marshall & Stevens considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of the opinion. The analyses of Marshall & Stevens involved judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the Company, such as the impact of competition on the business of the Company and on the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the Company or the industry or in the markets generally. No company, transaction or business used in the analyses of Marshall & Stevens for comparative purposes is identical to the Company or the Proposed JOC Merger and an evaluation of the results of those analyses is not entirely mathematical. Marshall & Stevens believes that mathematical derivations (such as determining average and median) of financial data are not by themselves meaningful and should be considered together with qualities, judgments and informed assumptions. The estimates contained in the Company’s analyses and the implied reference range values indicated by the analyses of Marshall & Stevens are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, the analyses of Marshall & Stevens are inherently subject to substantial uncertainty.

The opinion of Marshall & Stevens was provided to the board in connection with its consideration of the Proposed JOC Merger and was only one of many factors considered by the board in evaluating the Proposed JOC Merger and the merger with Buyer. Neither the opinion of Marshall & Stevens nor its analyses were determinative of the consideration in the Proposed JOC Merger or of the views of the board or management with respect to the Proposed JOC Merger or the consideration in the Proposed JOC Merger or the merger with Buyer. The type and amount of consideration payable in the merger were determined through negotiation between the Company and Buyer, and the decision to enter into the merger was solely that of the board.

The following is a summary of the material analyses reviewed by Marshall & Stevens with the board in connection with the opinion of Marshall & Stevens rendered on May 16, 2013. The order of the analyses does not represent relative importance or weight given to those analyses by Marshall & Stevens. The analyses summarized below include information presented in tabular format. The summary below alone does not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of the analyses of Marshall & Stevens.

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For purposes of its analyses, Marshall & Stevens reviewed a number of financial metrics, including:

Market Capitalization Analysis. The Market Capitalization Analysis performed by Marshall & Stevens is summarized and depicted by the following table and chart below.

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Historical Financial Statements. Marshall & Stevens also reviewed the Company’s historical financial statements for fiscal years 2010 through 2012, noting that sales growth and gross profit was negative during that three year period. Marshall & Stevens also considered the Company’s EBIT and EBITDA during that three-year period. The abbreviated balance sheets at the end of, and income statements for, those fiscal years and an abbreviated balance sheet at April 30, 2013 are provided below.

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Liquidation Scenario Analysis. Due to the Company’s liquidity problems, Marshall & Stevens also analyzed the value of the Company in a liquidation scenario, which also was a possibility for the Company as an alternative to a transaction with a third party. Marshall & Stevens considered an orderly liquidation to take place over a period of six months. Because the sale would be outside of the ordinary course of business, a marketability discount was applied to the fair market value of the assets. Valuation of inventories set forth below was provided by management of the Company and was not independently derived or confirmed by Marshall & Stevens. To obtain these discounts, Marshall & Stevens consulted with the Company. The table set forth below summarizes the liquidation scenario analysis:

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Control Premium Analysis. Marshall & Stevens calculated control premiums based on per share purchase prices paid in the following publicly-announced transactions with total transaction values of less than $50,000,000 and negative EBITDA during the period from January 1, 2010 through May 16, 2013. Set forth below is a list of these transactions and the applicable control premium for each:

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Discounted Cash Flow Analysis. Normally, Marshall & Stevens also performs a discounted cash flow analysis based on a five year projection provided by the management of a company and indicates an implied per share reference range for the company, and compares it to the proposed per share consideration. However, due to the liquidity situation of Meade, Meade’s management was unable to provide more than a one year projection for Meade. Also, the Company’s management expected that the Company’s cash flows for the next five years would be negative. Consequently, Marshall & Stevens was unable to perform a discounted cash flow analysis for Meade.

Market Analysis (Guideline Public Company and Guideline Transaction Analyses). Typically, Marshall & Stevens also performs a market analysis based on the comparable public companies’ financial metrics and comparable transactions’ financial metrics to indicate an implied per share reference range for the Company relative to the comparable companies. However, this analysis typically applies to a going concern analysis. Consequently, since the Company’s actual earnings have been negative since 2010 and the expected negative earnings for the projection period, Marshall & Stevens was unable to perform a market analysis.

Other Matters. Marshall & Stevens was engaged by the Company to render an opinion to the board as to the fairness, from a financial point of view, of the consideration to be received by the holders of Company common stock in the merger. We engaged Marshall & Stevens based on the experience and reputation of Marshall & Stevens. Marshall & Stevens is regularly engaged to provide advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to the engagement letter, the Company has agreed to pay Marshall & Stevens a customary fee for its services, a portion of which became payable upon the execution of the engagement letter with Marshall & Stevens. In addition, Marshall & Stevens will receive a fee for rendering its opinion, regardless of the conclusion reached therein, and which is not contingent upon the successful completion of the merger. The Company has agreed to indemnify Marshall & Stevens for certain potential liabilities arising out of its engagement.

Financial Projections

We provided Buyer with non-public business and financial information about us in connection with its due diligence review of our company. We also provided Marshall & Stevens and the Buyer financial projections for us for each quarter and the fiscal year ending February 28, 2014.

These financial projections are included in this proxy statement solely because they were furnished to Buyer and Marshall & Stevens in connection with the discussions giving rise to the merger agreement. The inclusion of financial projections in this proxy statement should not be regarded as an indication that any person that received this information considered, or now considers, these projections to be a reliable prediction of our future results. These projections were prepared for our internal purposes as described above, and not with a view toward public disclosure or compliance with published guidelines of the SEC, the guidelines established by the American

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Institute of Certified Public Accountants with respect to prospective financial information or generally accepted accounting principles. Neither our independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, these financial projections.

The projections included below are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those shown below and should be read with caution. See “Cautionary Statement Regarding Forward-Looking Statements” on page 16. The projections are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and developments occurring subsequent to the date the projections were prepared. Although presented with numerical specificity, the projections are based upon numerous estimates and assumptions made by our management. Some or all of the assumptions may not be realized, and they are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. Such uncertainties and contingencies can generally be expected to increase with the passage of time from the date the projections were made. Accordingly, the assumptions made in preparing the projections might not prove accurate, and actual results might differ materially from those projections. In addition, the projections do not take into account any of the transactions contemplated by the merger agreement, including the merger, or our compliance with the covenants we made under the merger agreement, all of which might also cause actual results to differ materially.

For these reasons, the inclusion of the projections in this proxy statement should not be regarded as an indication that the projections are an accurate prediction of future events, and they should not be relied on as such. Neither we nor any other person has made, or makes, any representation regarding these projections, and we do not intend nor do we undertake any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrences of future events, even if any or all of the assumptions are shown to be in error. You are cautioned not to rely on this information in making a decision whether to vote in favor of the merger proposal.

We have publicly announced the actual results of our operations for the fiscal year ended February 28, 2013. You should review our Annual Report on Form 10-K for the period ended February 28, 2013. See “Where You Can Find More Information” on page 71.

The financial projections from our operating plan for fiscal year 2014 that we provided to Buyer and Marshall & Stevens are summarized in the following table (dollars in thousands, except per share amounts).

In developing our financial projections, we made numerous assumptions about our industry, markets, products and ability to execute on our business plans. In particular, we made the following assumptions:

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Certain Effects of the Merger

If the merger is completed, all of the equity interests in Meade will be owned by Buyer. No current holder of Company common stock will have any ownership interest in, nor be a stockholder of, Meade after the completion of the merger. As a result, holders of Company common stock will no longer benefit from any increase in Meade’s value, nor will they bear the risk of any decrease in Meade’s value. Following the merger, Buyer will benefit from any increase in the value of Meade and also will bear the risk of any decrease in the value of Meade.

Upon completion of the merger, each holder of Company common stock will be entitled to receive without interest and less any applicable withholding tax in cash for each share of Company common stock held. Each holder of options outstanding at the closing of the merger, whether or not vested, will be entitled to receive, upon the completion of the merger, a cash payment equal to the amount by which $4.50 exceeds the exercise price of the option, multiplied by the number of shares of Company common stock underlying the option less any applicable withholding tax. See “The Merger Agreement—Treatment of Stock Options and Restricted Stock” on page 48. At the effective time of the merger, all options to acquire shares of Company common stock will be cancelled.

Following the merger, shares of Company common stock will be delisted from the NASDAQ Capital Market and deregistered under the Exchange Act.

Procedures for Receiving the Merger Consideration

If the merger is completed, each holder of Company common stock will receive materials from the paying agent. As soon as reasonably practicable after the completion of the merger, the paying agent will provide instructions to each holder of record of shares of Company common stock that will explain how to surrender stock certificates. Each holder of Company common stock will receive cash for his, her or its shares from the paying agent after complying with these instructions. If your shares of Company common stock are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to surrender your “street name” shares and receive the merger consideration for those shares.

Conduct of Company Business if the Merger is Not Completed

In the event that the merger agreement is not adopted by holders of Company common stock or if the merger is not completed for any other reason, holders of Company common stock will not receive any payment for their shares of Company common stock. Instead, Meade will remain an independent public company, Company common stock will continue to be listed and traded on the NASDAQ Capital Market and holders of Company common stock will continue to be subject to the same risks and opportunities as they currently are with respect to their ownership of Company common stock. If the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your Meade shares, including the risk that the market price of Company common stock may decline to the extent that the current market price of our stock reflects a market assumption that the merger will be completed and does not reflect the costs incurred by the Company in connection with the merger, which will be reflected in the Company’s financial results regardless of whether the merger is consummated.

Under certain circumstances, if the merger is not completed, Meade may be obligated to pay to Buyer a termination fee of $325,000. See “The Merger Agreement—Termination Fees” beginning on page 61. As a consequence of the termination of the merger agreement and the payment of this fee, our business could be significantly harmed.

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If the merger is not completed, our board will evaluate what, if any, strategic alternatives remain available to Meade and pursue any such alternatives that are viable and would provide value to our stockholders. If the merger agreement is not approved by our stockholders or if the merger is not consummated for any other reason, there can be no assurance that any other acceptable transaction will be available to Meade or that Meade’s business, prospects or results of operations will not be adversely impacted.

In addition, if the merger is not consummated, and a transaction with another party is not consummated in a timely manner, Meade may not be able to continue.

Regulatory Approvals

Except for the filing of a certificate of merger or similar document in Delaware at or before the effective time, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the merger agreement or completion of the merger.

However, on or prior to (or even after) completion of the merger, any U.S. or foreign governmental authorities could challenge or seek to block the merger under antitrust laws, as it deems necessary or desirable in the public interest. Moreover, in some jurisdictions, a competitor, customer or other third party could initiate a private action under antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. Buyer and the Company cannot be sure that a challenge to the merger will not be made or that, if a challenge is made, Buyer and we will prevail. There can be no assurance that the parties will obtain the required antitrust approvals or obtain the approvals without restrictions or conditions.

Interests of the Company’s Executive Officers and Directors in the Merger

In considering the recommendation of Meade’s board with respect to the merger, holders of Company common stock should be aware that Meade’s executive officers and directors may have interests in the merger that are different from, or in addition to, the interests of holders of Company common stock in general. The members of the board were aware of such interests when deciding to approve the merger and to recommend that holders of Company common stock vote in favor of the proposal to adopt the merger agreement. See “—Background of the Merger” beginning on page 21 and “—Reasons for the Merger; Recommendation of Meade’s Board of Directors” beginning on page 30.

As summarized below, Meade’s executive officers and directors will be entitled to certain payments with respect to their equity-based awards upon the closing of the merger, and Meade’s executive officers will be entitled to certain payments and benefits in the event of specified terminations of their employment following the merger. Meade’s executive officers and directors will also be entitled to indemnification and officers’ and directors’ insurance coverage following the merger.

Payments with Respect to Equity-Based Awards. In connection with the transaction, the equity-based awards held by Meade’s executive officers and directors will be treated as follows:

Stock Options. Upon completion of the merger, each then-outstanding stock option that was granted by the Company will be cancelled, and option holders will receive from Buyer or the surviving corporation an amount in cash equal to the product of (x) the number of shares of Company common stock covered by such option, whether or not vested, multiplied by (y) the excess, if any, of the $4.50 per share merger consideration over the per-share exercise price for such option, less any applicable withholding taxes.

Except for 64,000 options granted to four directors, all of the options currently held by Meade’s executive officers and directors were granted at exercise prices above $4.50, and thus, no payments will be made with respect to options held by executive officers and directors of Meade. Upon completion of the merger, the four directors will receive in the aggregate only $7,785.00 with respect to their options.

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Restricted Stock. At the time the merger becomes effective, all restricted stock awards will become fully vested (including any held by Meade’s executive officers and directors), and each share that is subject to a restricted stock award will be treated identically to all other outstanding shares of Company common stock. Assuming that the merger becomes effective on September 17, 2013, the executive officers and directors will hold the following number of restricted shares at the time the merger becomes effective:

Payments and Benefits upon Termination of Employment. Meade has entered into employment agreements with its executive officers that provide for severance payments and other benefits in the event of specified terminations of the executive officer’s employment.

Steven G. Murdock. We are party to an employment agreement with Mr. Murdock, our Chief Executive Officer and a director. In the event that the Company terminates his employment without “cause” or Mr. Murdock resigns for “good reason,” he will be entitled to a lump sum payment equal to twelve months base salary (currently, $250,000) plus funds equal to the aggregate amount of the Company sponsored portion of his group medical and dental insurance coverage for a period of 18 months (or if longer, the period between termination and August 4, 2016).

John A. Elwood. We are party to an employment agreement with Mr. Elwood, our Senior Vice President-Finance and Administration, Chief Financial Officer and Secretary. In the event that the Company terminates his employment without “cause” or Mr. Elwood resigns for “good reason,” he will be entitled to a lump sum payment equal to twelve months base salary (currently, $170,000) plus funds equal to the aggregate amount of the Company sponsored portion of his group medical and dental insurance coverage for a period of 18 months.

Estimated Amounts of Transaction-Related Payments and Benefits. Set forth below is the estimated value of the payments and benefits described above that Meade’s executive officers and directors will receive upon completion of the merger or in the event of specified terminations of the employment of the executive officers following the merger. The amounts set forth in this table assume that the merger will close on September 17, 2013 and that the executive officers’ employment will be terminated immediately thereafter. The actual amounts of these payments and benefits to the executive officers can only be determined at the time of the closing of the merger or termination of employment, as applicable, and may differ from the amounts set forth below.

Golden Parachute Compensation

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Indemnification of Directors and Officers; Insurance. The merger agreement provides that, for six years after the effective time of the merger, the current and former directors and officers of the Company (“indemnified persons”) will be indemnified and held harmless in respect of acts or omissions occurring prior to the effective time of the merger. Further, pursuant to the merger agreement, on or prior to the effective date of the merger, Buyer shall obtain, effective on and after the effective date of the merger, prepaid, fully-earned and non-cancellable directors’ and officers’ liability “tail” insurance policies (with insurance companies acceptable to the Company in its sole discretion) covering a period of six (6) years from the effective time of the merger and covering each indemnified person or other person in each case who is covered as of the date hereof by the officers’ and directors’ liability insurance policies of the Company with respect to claims arising from facts or events that occurred on or prior to the effective time of the merger and providing at least substantially the same coverage and amounts and containing terms that in the aggregate are not materially less advantageous to the insured parties than those contained in the policies of directors’ and officers’ liability insurance in effect as of July 16, 2013; provided, however, Buyer will not be required to expend in the aggregate for such tail insurance in excess of 300% of the annual premium paid by the Company for its directors’ and officers’ liability insurance in effect for the year that includes the date of the merger agreement. See “The Merger Agreement—Indemnification and Insurance” on page 58.

Agreement and Intent to Vote in Favor of the Merger. Meade’s executive officers, Steven Murdock and John Elwood, have agreed to vote in favor of the merger. Collectively, these persons represent 180,884 of Meade common stock, which is equivalent to approximately 13.9% of the total shares of Meade common stock outstanding as of August 9, 2013, the record date for stockholders entitled to vote at the special meeting.

Material U.S. Federal Income Tax Consequences of the Merger

General. The following is a summary of material U.S. federal income tax consequences of the merger to U.S. holders of Company common stock whose shares are converted into the right to receive cash in the merger. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations, judicial authority and administrative rulings and practice, all as in effect as of the date hereof, and all of which are subject to change or varying interpretation, possibly with retroactive effect. It is assumed, for purposes of this summary, that the shares of Company common stock are held as capital assets within the meaning of Section 1221 of the Code (generally property held for investment) by a U.S. person (i.e., a citizen or resident of the U.S. or a domestic corporation). This discussion is for general information only and does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Company common stock in light of that holder’s particular circumstances, or to those holders that may be subject to special treatment under the U.S. federal income tax laws, for example, life insurance companies, tax-exempt

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organizations, financial institutions, U.S. expatriates, persons that are not U.S. persons, dealers or brokers in securities or currencies, pass-through entities (e.g., partnerships) and investors in such entities, or stockholders who hold shares of Company common stock as part of a hedging, “straddle,” conversion, constructive sale or other integrated transaction, who are subject to the alternative minimum tax or who acquired their shares of Company common stock through the exercise of director or employee stock options or other compensation arrangements. In addition, the discussion does not address any aspect of foreign, state or local taxation or estate and gift taxation that may be applicable to a holder of Company common stock, or the U.S. tax consequences to any holder of convertible securities.

The U.S. federal income tax consequences summarized below are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each U.S. holder of Company common stock and anyone else who may receive merger consideration is urged to consult such person’s own tax advisor as to the particular tax consequences to such person of the merger, including the application and effect of state, local, foreign and other tax laws.

Consequences of the Merger to Holders of Company Common Stock. The receipt by a U.S. holder of cash in exchange for shares of Company common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a stockholder who surrenders shares of Company common stock in exchange for cash pursuant to the merger will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and such stockholder’s adjusted basis in the shares surrendered. Gain or loss will be calculated separately for each block of shares surrendered in the merger (i.e., shares acquired at the same cost in a single transaction and not aggregated with other blocks of shares). Such gain or loss will generally be capital gain or loss, and will generally be long-term gain or loss provided that a holder has held such shares for more than one year as of the closing date of the merger. In the case of stockholders who are individuals, long-term capital gain is currently eligible for reduced rates of federal income tax. There are limitations on the deductibility of capital losses.

In general, U.S. holders who exercise dissenters’ or appraisal rights will also recognize gain or loss. Any holder considering exercising statutory dissenters’ or appraisal rights should consult the holder’s own tax advisor.

Information Reporting and Backup Withholding. Payments made to a U.S. holder in connection with the merger will be subject to information reporting and may be subject to backup withholding for U.S. federal income tax purposes. Generally, under the U.S. federal income tax backup withholding rules, a holder of Company common stock or other payee that exchanges shares of Company common stock for cash may be subject to backup withholding, currently at a rate of 28%, unless the holder of Company common stock or other payee establishes that it is an exempt recipient or (i) provides a taxpayer identification number or “TIN” (social security number, in the case of individuals, or employer identification number, in the case of other stockholders), and (ii) certifies under penalties of perjury that (A) such TIN is correct, (B) such holder is not subject to backup withholding and (C) such holder is a U.S. person. Each holder of Company common stock and, if applicable, each other payee should complete and sign the substitute Form W-9 included as part of the letter of transmittal and return it to the paying agent, in order to provide information and certification necessary to avoid backup withholding, unless an exemption applies and is otherwise established in a manner satisfactory to the paying agent.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowable as a refund or credit against a U.S. person’s federal income tax liability provided that the required information is timely furnished to the Internal Revenue Service.

The foregoing discussion of certain U.S. federal income tax consequences is for general information only and is not tax advice. Holders of Company common stock should consult their own tax advisors to determine the U.S. federal, state, local and foreign tax consequences of the merger to them in view of their own particular circumstances.

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THE MERGER AGREEMENT

(PROPOSAL NO. 1)

The following sections describe the material provisions of the merger agreement, as amended by the amendment to merger agreement, but do not purport to describe all of the terms of the merger agreement. The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by the merger agreement, as amended. The full text of the merger agreement and the amendment to merger agreement are attached to this proxy statement as Annex A-1 and Annex A-2, respectively, and are incorporated by reference into this proxy statement. This summary may not contain all of the information about the merger that is important to you. You are urged to carefully read the merger agreement, as amended, in its entirety because it is the legal document that governs the merger.

The merger agreement should be read in conjunction with the disclosures in Meade’s filings with the SEC available at the SEC’s website, www.sec.gov. The provisions contained in the merger agreement are intended to govern the contractual rights and relationships, and to allocate risks, between Meade and Buyer with respect to the merger. The representations and warranties made by Meade, Buyer and Merger Sub to one another in the merger agreement were negotiated between the parties, and any inaccuracies in the representations and warranties may be waived by the beneficiary of such representations and warranties. Moreover, the representations and warranties are qualified in a number of important respects, including through the use of exceptions for certain matters disclosed by the Company to Buyer in a confidential disclosure letter and may be subject to a contractual standard of materiality different from those generally applicable to stockholders. None of the representations and warranties will survive the closing of the merger.

The Merger

At the effective time of the merger (the “Effective Time”), Merger Sub will be merged with and into Meade. The separate corporate existence of Merger Sub will cease and Meade will continue as the surviving corporation. Meade will become a wholly-owned subsidiary of Buyer. Merger Sub was created solely for purposes of the merger and has no material assets or operations of its own.

Closing and Effective Time

The closing of the merger will take place on the second business day after the satisfaction or waiver of all of the conditions described below under “—Conditions of the Merger” beginning on page 59 (other than any condition that by its nature cannot be satisfied until the closing of the merger, but subject to satisfaction of any such condition), unless Meade and Buyer agree to another closing time in writing.

The merger will become effective at the time a certificate of merger is filed with the Secretary of State of the State of Delaware or such later time as is specified in the certificate of merger and as is agreed to by Meade and Buyer, which is referred to as the Effective Time.

Merger Consideration

The merger agreement provides that, at the Effective Time, each then issued and outstanding share of Company common stock (other than any shares of Company common stock (i) held in the treasury of Meade, (ii) owned by Buyer, (iii) owned by any direct or indirect wholly-owned subsidiary or affiliate of Buyer (including Merger Sub), and (iv) held by Meade stockholders validly exercising and perfecting appraisal rights) will be cancelled and extinguished and converted into the right to receive $4.50 in cash, without interest and less any withholding tax, which is referred to as the merger consideration. Following the Effective Time, each holder of shares of Company common stock will cease to have any rights with respect to such shares of Company common stock, except for the right to receive the merger consideration therefor, without interest and less any applicable withholding tax.

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Cancellation of Shares

Each share of Company common stock held by Meade as treasury stock and each share of Company common stock owned by Buyer or any direct or indirect wholly-owned subsidiary or affiliate of Buyer (including Merger Sub) immediately prior to the Effective Time will be automatically cancelled and extinguished and will not be entitled to any merger consideration.

Treatment of Stock Options and Restricted Stock

At the Effective Time, (i) each then outstanding share of restricted stock (whether vested or unvested) will be converted into the right to receive a cash payment equal to $4.50 (without interest and less any applicable withholding tax), and (ii) each then outstanding stock option not previously exercised, whether or not then vested and exercisable, will be converted into the right to receive a cash payment equal to (A) (i) the excess, if any, of $4.50 (without interest) over the option exercise price, multiplied by (ii) the number of shares of Company common stock subject to such stock option, less (B) any applicable withholding tax.

We have agreed to use commercially reasonable efforts to take all such lawful action as may be necessary to provide for and give effect to the foregoing.

Appraisal Rights

The merger agreement provides that any shares of Company common stock that are issued and outstanding immediately prior to the Effective Time and which are held by those of our stockholders who have not voted in favor of or consented to the merger and who are otherwise entitled to demand and have properly demanded and perfected their rights to be paid the fair value of such shares of Company common stock in accordance with, and who comply in all respects with Section 262 of the Delaware General Corporation Law (referred to as the DGCL), will not be converted into the right to receive the merger consideration, and such Meade stockholders will be entitled to only such rights as are granted by Section 262 of the DGCL. However, if any such Meade stockholder fails to perfect or effectively waives, withdraws or loses his, her or its rights under Section 262 of the DGCL, his, her or its shares of Company common stock in respect of which he, she or it would otherwise be entitled to receive fair value under Section 262 of the DGCL will thereupon be deemed to have been converted, at the Effective Time, into the right to receive the merger consideration, less any applicable taxes required to be withheld and without any interest thereon, upon surrender of the certificate(s) representing such shares of Company common stock.

Payment for Shares

Prior to the Effective Time, Buyer shall appoint a paying agent for the payment of the merger consideration. At the Effective Time, Buyer or Merger Sub will deposit, or will cause to be deposited, with the paying agent funds sufficient to pay the merger consideration.

As soon as reasonably practicable after the Effective Time (but no later than ten business days after the Effective Time), the paying agent will mail to all record holders of a certificate or certificates representing shares of Company common stock whose shares were converted into the right to receive the merger consideration a letter of transmittal and instructions on how to surrender certificates representing such shares of Company common stock or to cause the transfer of such shares of Company common stock in book entry form pursuant to such evidence as the paying agent may reasonably request in exchange for the merger consideration. The certificates can be surrendered or shares of Company common stock transferred, as the case may be, to the paying agent until the first anniversary of the Effective Time. Upon delivery of a valid letter of transmittal and the surrender of Company common stock certificates or transfer of book-entry shares of Company common stock, as the case may be, on or before the first anniversary of the Effective Time, Buyer will cause the paying agent to pay the holder of such shares of Company common stock, in exchange therefor, cash in an amount equal

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to the merger consideration less any taxes required to be withheld multiplied by the number of shares of Company common stock surrendered or transferred, as the case may be, without interest. Each share of Company common stock that is surrendered or transferred will be cancelled. You should not send in your Company common stock certificates or transfer your book entry shares of Company common stock until you receive a letter of transmittal with instructions from the paying agent. Do not send Company common stock certificates with your proxy card.

Payment of the merger consideration may be made to a person other than the person in whose name a surrendered share of Company common stock is registered if:

The merger consideration paid upon the surrender of certificates representing shares of Company common stock or transfer of book entry shares of Company common stock in accordance with the merger agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company common stock. At the Effective Time, the stock transfer books of Meade will be closed and there will not be any further registration of transfers of any shares of Company common stock thereafter on the records of Meade.

If your Company common stock certificate has been lost, stolen or destroyed, you will be entitled to obtain payment of the merger consideration by complying with the replacement guidelines established by the paying agent and, if required by the paying agent, posting a bond, in such amount as the paying agent may direct, as indemnity against any claim that may be made against it with respect to your lost, stolen or destroyed Company common stock certificate.

Pursuant to the merger agreement, Buyer, the surviving corporation and the paying agent may deduct and withhold from the merger consideration any amounts required to be withheld or deducted under applicable federal, state, local or foreign tax laws with respect to the making of such payment. Any such merger consideration payable with respect to stock options, or shares of restricted stock will be paid as soon as practicable after the Effective Time and in any case no later than fifteen (15) business days after the Effective Time.

Representations and Warranties

The merger agreement contains a number of representations and warranties made by Meade, including representations and warranties relating to:

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The merger agreement also contains a number of representations and warranties by Buyer and Merger Sub, including representations and warranties relating to:

Significant portions of the representations and warranties of Meade, Buyer and Merger Sub are qualified as to “materiality” or “material adverse effect.” Under the merger agreement, a material adverse effect means, when used in connection with Meade, any event, circumstance, change, occurrence, state of facts or effect that (i) has, or would reasonably be expected to have, a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of Meade and its subsidiaries, taken as a whole, or (ii) prevents or materially delays the ability of Meade to consummate the merger, other than, in the case of clause (i), any such events, circumstances, changes, occurrences or state of facts to the extent resulting from any of the following (except, in the case of the first, second and fourth bullets below, to the extent such event, circumstance, change, occurrence, state of facts or effect has a disproportionately adverse effect on Meade and its subsidiaries, taken as a whole, relative to other participants in the industry or industries in which Meade operates):

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In addition, a change in the business, assets, condition or results of the operations of the Company shall not constitute a material adverse effect if such change (i) occurs after September 1, 2013 and (ii) relates to one or more of the following matters, whether alone or together: (A) any reduction in the Company’s net sales; or (B) any insolvency of the Company resulting from shipping an inadequate amount of products and/or from insufficient availability under the Company’s credit facility.

Covenants and Agreements

Operating Covenants

We have agreed generally to operate the business of the Company in the ordinary course consistent with past practices and specifically, with certain exceptions, that during the period from the date of the merger agreement until the Effective Time:

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No Solicitation; Board Recommendation

We have agreed that we will not, nor will we authorize or permit any of our subsidiaries or our or their officers, directors or employees, investment bankers, attorneys, accountants, financial advisors or other advisors, agents or other representatives to, directly or indirectly: