Meade Instruments Corp · S-1/A · On 2/27/97

Filed On 2/27/97   ·   SEC File 333-21123   ·   Accession Number 892569-97-560

Pre-Effective Amendment to Registration Statement (General Form)   ·   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #1 to Form S-1                              71    328K 
 2: EX-1.1      Form of Underwriting Agreement                        38    153K 
 3: EX-3.1      Certificate of Incorporation of the Company           15     50K 
 4: EX-3.2      Bylaws of the Company                                 22     84K 
 5: EX-5.1      Opinion of O'Melveny & Myers Llp                       2     12K 
 6: EX-10.1     Form of Directors' & Officers' Indemnity Agreement     9     38K 
 7: EX-10.13    Employee Stock Ownership Plan                         60    121K 
 8: EX-10.18    Standard Industrial/Commercial Single-Tenant Lease    35    193K 
 9: EX-10.24    Celtic Master Lease                                   22     97K 
10: EX-10.25    Stock Purchase Agreement                              11     27K 
11: EX-10.26    Stock Purchase Agreement                              11     27K 
12: EX-10.27    Stock Purchase Agreement                              11     27K 
13: EX-10.28    Stock Purchase Agreement                              11     27K 
14: EX-10.29    Meade Instruments Corp. 1997 Stock Incentive Plan     31    109K 
15: EX-10.30    Form of Agreement of Merger                            5     28K 
16: EX-10.31    Preferred Stock Redemption Agreement                   6     25K 

S-1/A   ·   Amendment #1 to Form S-1
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1997 

                                                      REGISTRATION NO. 333-21123

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1 

TO

FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------

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

                                                                [Download Table]
                                                                                  
            DELAWARE                         3827                   95-2988062    
(STATE OR OTHER JURISDICTION OF  (PRIMARY STANDARD INDUSTRIAL    (I.R.S. EMPLOYER 
 INCORPORATION OR ORGANIZATION)  CLASSIFICATION CODE NUMBER)   IDENTIFICATION NO.)

16542 MILLIKAN AVENUE 
IRVINE, CALIFORNIA 92606
(714) 756-2291
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
------------------------

JOHN C. DIEBEL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 
MEADE INSTRUMENTS CORP. 
16542 MILLIKAN AVENUE 
IRVINE, CALIFORNIA 92606
(714) 756-2291
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE) 
------------------------

COPIES TO:

                                                                [Download Table]
                                                                                
        J. JAY HERRON, ESQ.                             DHIYA EL-SADEN, ESQ.    
       MARK D. PETERSON, ESQ.                         JEFFREY B. CONNER, ESQ.   
       O'MELVENY & MYERS LLP                           HILARY J. HATCH, ESQ.    
610 NEWPORT CENTER DRIVE, SUITE 1700                GIBSON, DUNN & CRUTCHER LLP 
  NEWPORT BEACH, CALIFORNIA 92660                      333 SOUTH GRAND AVENUE   
    TELEPHONE NO. (714) 760-9600                   LOS ANGELES, CALIFORNIA 90071
    FACSIMILE NO. (714) 669-6994                    TELEPHONE NO. (213) 229-7000
                                                    FACSIMILE NO. (213) 229-7520

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.                

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, as amended (the "Securities Act"), other than securities offered only in  
connection with dividend or interest reinvestment plans, check the following    
box. [ ]                                                                        

 If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

    If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             
------------------------

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME     
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

================================================================================

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A 
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
  SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
    MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
  THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
    SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
   UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.                                                    

SUBJECT TO COMPLETION, FEBRUARY 27, 1997

PROSPECTUS                                                                      

3,370,000 SHARES

[LOGO]                      MEADE INSTRUMENTS CORP.                           

COMMON STOCK

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

  Of the 3,370,000 shares of Common Stock offered hereby (the "Offering"),
2,500,000 shares are being sold by Meade Instruments Corp. ("Meade" or the      
"Company"), and 870,000 shares are being sold by a stockholder of the Company   
(the "Selling Stockholder"). See "Principal and Selling Stockholders." The      
Company will not receive any proceeds from the sale of any shares by the Selling
Stockholder. Prior to this Offering, there has been no public market for the    
Common Stock of the Company. It is currently estimated that the initial public  
offering price will be between $8.00 and $10.00 per share. See "Underwriting"   
for information relating to the factors considered in determining the initial   
public offering price.                                                          

  Application has been made for inclusion of the Company's Common Stock on
the Nasdaq National Market under the symbol "MEAD."                             

    SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE   
COMMON STOCK OFFERED HEREBY.                                                    

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. 
================================================================================

                                                        [Enlarge/Download Table]

                                                     UNDERWRITING                       PROCEEDS TO   
                                                     DISCOUNTS AND     PROCEEDS TO        SELLING     
                                   PRICE TO PUBLIC  COMMISSIONS(1)     COMPANY(2)       STOCKHOLDER   
                                                                                                      
------------------------------------------------------------------------------------------------------
Per Share.........................         $               $                $                $        
------------------------------------------------------------------------------------------------------
Total(3)..........................         $               $                $                $        
======================================================================================================

(1) The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933, as 
amended (the "Securities Act"). See "Underwriting."                     

(2) Before deducting expenses estimated to be $          payable by the Company,
a portion of which may be reimbursed by the Selling Stockholder. See    
"Certain Transactions."                                                 

(3) The Company and the Selling Stockholder have granted to the Underwriters a  
30-day option from the date of this Prospectus to purchase up to 505,500
    additional shares of Common Stock (of which the first 130,000 shares will be
sold by the Selling Stockholder and the remaining 375,500 shares will be
 sold by the Company) on the same terms and conditions as set forth above,
solely to cover over-allotments, if any. If such option is exercised in 
full, the total Price to Public, Underwriting Discounts and Commissions,
    Proceeds to Company and Proceeds to Selling Stockholder will be $          ,
 $          , $          and $          , respectively. See "Principal and
Selling Stockholders" and "Underwriting."                               

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

   The Common Stock is offered by the several Underwriters, subject to prior
sale, when, as and if issued to and accepted by the Underwriters, subject to    
their right to withdraw, cancel, modify, or reject orders in whole or in part,  
and subject to other conditions. It is expected that delivery of the shares of  
Common Stock offered hereby will be made on or about           , 1997.          

MORGAN KEEGAN & COMPANY, INC.                              CROWELL, WEEDON & CO.

THE DATE OF THIS PROSPECTUS IS                , 1997

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[PICTURES]

     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN     
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.        

  IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET    
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN        
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE      
"UNDERWRITING."                                                                 

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to and
should be read in conjunction with the more detailed information and the        
Financial Statements and Notes thereto appearing elsewhere in this Prospectus.  
Unless otherwise indicated, the information in this Prospectus (i) assumes an   
initial public offering price of $9.00 per share of Common Stock, (ii) does not 
give effect to the exercise of the over-allotment option granted to the         
Underwriters as described in "Underwriting," (iii) except in the Financial      
Statements and Notes thereto, reflects the conversion of all outstanding Series 
A Common Stock and Series B Common Stock into Common Stock upon the closing of  
this Offering and (iv) gives effect to the reincorporation of the Company as a  
Delaware corporation to be named Meade Instruments Corp. See "Description of    
Capital Stock -- Reincorporation." As used herein, the terms "Meade" and the    
"Company" refer to such Delaware corporation and its predecessor.               

THE COMPANY 

   Meade is the leading designer, manufacturer and distributor of telescopes
and accessories for the beginning to serious amateur astronomer. Recognized for 
its expertise in telescope innovation and the superior quality of its products, 
Meade has successfully introduced a wide range of new products, resulting in    
what the Company believes to be the broadest and most complete line of          
telescopes available. The Company offers more than 40 different telescope models
with several different optical configurations, as well as more than 250         
accessory products. The Company's telescopes range in aperture from 2 to 16     
inches and in retail price from less than $100 to $15,000.                      

   Since its founding in 1972, Meade has strived to develop a reputation for
providing the amateur astronomer with technically sophisticated products at     
competitive prices. Meade manufactures the complete line of its advanced        
astronomical telescopes in Irvine, California, including the production of the  
optical systems, which are critical components of telescopes. Combining its     
manufacturing expertise with its dedication to innovation, quality and value,   
Meade has developed and produced some of the industry's most technologically    
advanced consumer telescopes at affordable prices. Although professional and    
institutional applications of Meade's telescopes are not Meade's primary market,
the Company's 8-inch and 10-inch Schmidt-Cassegrain telescopes are used by many 
universities, scientific laboratories and aerospace companies, including the    
University of California, Los Alamos National Laboratory, Lawrence Livermore    
Laboratory, National Radio Astronomy Observatory and NASA/Aames Research. The   
Company has capitalized on its brand name recognition among serious amateur     
astronomers to market successfully its less-expensive telescopes to beginning   
and intermediate amateur astronomers. Meade has become a major supplier of      
telescopes to such retailers as The Nature Company, Service Merchandise, Natural
Wonders, Wal-Mart, J.C. Penney and Discovery Channel Stores. To complement its  
extensive line of telescopes and leverage its distribution system, the Company  
has recently introduced a complete line of binoculars to be sold under the Meade
brand name.                                                                     

Meade was sold by its founder and current Chief Executive Officer to a
private investor in 1986 and was then reacquired by the Company's current senior
management in 1991. After reacquisition, management reemphasized the importance 
of research and development for new products and product enhancements. Recently,
one of Meade's newest products, the ETX Astro Telescope, was featured in a      
product review in the January 1997 issue of Sky and Telescope and was referred  
to as the "hottest scope ever." Meade also significantly broadened the Company's
less-expensive telescope line and has an exclusive arrangement with a Taiwanese 
company to manufacture less-expensive telescopes in accordance with the         
Company's proprietary designs. Meade also has increased the marketing of its    
products by aggressively advertising in periodicals directed to amateur         
astronomers and by providing greater support to the Company's dealers, specialty
retailers, foreign distributors, mass merchandisers, and end users of Meade's   
products. Additionally, Meade publishes a comprehensive, full-color, high       
quality product catalogue which provides significant product exposure.          

In the United States and Canada, the Company distributes its products 
through a network of more than 500 specialty retailers and mass merchandisers,  
which offer Meade's products in more than 1,000 retail store                    

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locations. The Company also sells certain of its telescope models to selected   
national mail order dealers. Meade sells its products internationally through a 
network of approximately 30 foreign distributors, many of which service retail  
locations in their respective countries. International sales accounted for      
approximately 17% of the Company's net sales for the nine months ended November 
30, 1996.                                                                       

 Meade's net sales have increased from $10.1 million for the fiscal year
ended February 28, 1992 to $29.8 million for the fiscal year ended February 29, 
1996. During the same period, operating income increased from $437,000 to $3.7  
million before certain charges of $300,000. For the nine months ended November  
30, 1996, Meade generated net sales of $39.0 million and operating income of    
$5.3 million before certain charges of $340,000, compared to $23.5 million and  
$3.1 million, respectively, for the nine months ended November 30, 1995. These  
represent increases in net sales and operating income before certain charges of 
66.1% and 69.9%, respectively, for the nine month periods. See "Selected        
Financial Information." The Company intends to continue to pursue an integrated 
strategy of product line expansion, aggressive marketing, expansion into the    
binocular market and expansion of the Company's distribution network.           

    The Company was incorporated in California on December 19, 1975 and, prior
to the closing of this Offering, the Company will reincorporate as a Delaware   
corporation to be named Meade Instruments Corp. See "Description of Capital     
Stock -- Reincorporation." The principal offices of the Company are located at  
16542 Millikan Avenue, Irvine, California 92606, and its telephone number at    
that location is (714) 756-2291.                                                

THE OFFERING

                                                        [Enlarge/Download Table]
                                                                                          
Common Stock offered by the Company.......... 2,500,000 shares                            
Common Stock offered by the                                                               
  Selling Stockholder........................ 870,000 shares                              
Common Stock to be outstanding after the                                                  
  Offering: ................................. 7,500,000 shares                            
Use of proceeds.............................. Net proceeds to the Company will be used (i)
                                              to redeem for approximately $6.9 million all
                                              of the outstanding shares of the Company's  
                                              Redeemable Preferred Stock, (ii) to repay   
                                              approximately $8.2 million of term          
                                              indebtedness and (iii) for general working  
                                              capital purposes.                           
Proposed Nasdaq National Market symbol....... MEAD                                        

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SUMMARY FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE AND WEIGHTED AVERAGE SHARE AMOUNTS) 

                                                        [Enlarge/Download Table]

                                                                                                    NINE MONTHS ENDED            
                                                                                                       NOVEMBER 30,              
                                      FISCAL YEAR ENDED FEBRUARY 28(29),                 ----------------------------------------
                         -------------------------------------------------------------                               PRO FORMA(1)
                            1992          1993         1994        1995        1996         1995          1996           1996    
                         -----------   -----------   ---------   ---------   ---------   -----------   -----------   ------------
                         (UNAUDITED)   (UNAUDITED)                                       (UNAUDITED)                 (UNAUDITED) 
                                                                                                                                 
INCOME STATEMENT DATA:                                                                                                           
  Net sales.............  $  10,149     $  13,887    $  16,628   $  24,934   $  29,770    $  23,459     $  38,966     $   38,966 
  Gross profit..........      2,764         3,047        4,958       7,894       9,716        7,632        12,699         12,699 
  Selling expenses......        983         1,438        1,565       2,035       2,832        2,158         3,555          3,555 
  General and                                                                                                                    
    administrative                                                                                                               
    expenses............      1,059           986        1,378       2,118       2,651        1,966         2,664          2,664 
  Research and                                                                                                                   
    development                                                                                                                  
    expenses............        320           274          425         423         518          396           444            444 
  ESOP                                                                                                                           
    contribution(2).....         --            --           --          --          --           --           750            750 
  Certain charges(3)....         --            --           --          --         300           --           340            340 
  Operating income(4)...        437           412        1,643       3,318       3,415        3,112         4,946          4,946 
  Interest expense......        329           395          493         470         659          496         1,253            344 
  Income before income                                                                                                           
    taxes...............        108            17        1,150       2,848       2,756        2,616         3,693          4,602 
  Net income............        107            16        1,040       2,051       1,556        1,439         2,161          2,692 
  Accretion on                                                                                                                   
    Redeemable Preferred                                                                                                         
    Stock and dividend                                                                                                           
    on Series B Common                                                                                                           
    Stock, net of tax                                                                                                            
    benefit(5)..........         --            --           --          --          --           --        (1,137)            -- 
  Redemption of                                                                                                                  
    Redeemable Preferred                                                                                                         
    Stock...............         --            --           --          --          --           --            --         (3,500)
                         ----------    ----------    ----------  ----------  ----------  ----------    ----------     ---------- 
  Net income (loss)                                                                                                              
    available to common                                                                                                          
    stockholders........  $     107     $      16    $   1,040   $   2,051   $   1,556    $   1,439     $   1,024     $     (808)
                         ==========    ==========    ==========  ==========  ==========  ==========    ==========     ========== 
  Per share information:                                                                                                         
    Net income before                                                                                                            
      adjustments to net                                                                                                         
      income available                                                                                                           
      per common                                                                                                                 
      share.............       0.02          0.00         0.22        0.44        0.33         0.31          0.60           0.44 
    Accretion on                                                                                                                 
      Redeemable                                                                                                                 
      Preferred Stock                                                                                                            
      and dividend on                                                                                                            
      Series B Common                                                                                                            
      Stock, net of tax                                                                                                          
      benefit...........         --            --           --          --          --           --         (0.32)            -- 
    Redemption of                                                                                                                
      Redeemable                                                                                                                 
      Preferred Stock...         --            --           --          --          --           --            --          (0.57)
                         ----------    ----------    ----------  ----------  ----------  ----------    ----------     ---------- 
    Net income (loss)                                                                                                            
      available per                                                                                                              
      common share......  $    0.02     $    0.00    $    0.22   $    0.44   $    0.33    $    0.31     $    0.28     $    (0.13)
                         ==========    ==========    ==========  ==========  ==========  ==========    ==========     ========== 
  Weighted average                                                                                                               
    common shares                                                                                                                
    outstanding.........  4,682,472     4,682,472    4,682,472   4,682,472   4,682,472    4,682,472     3,608,335      6,108,335 
                         ==========    ==========    ==========  ==========  ==========  ==========    ==========     ========== 

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

(1) Pro forma amounts are adjusted to reflect (i) the sale by the Company of    
2,500,000 shares of Common Stock offered at an assumed Offering price of
$9.00, (ii) the application of net proceeds therefrom (see "Use of      
Proceeds") as if the Offering had been consummated on March 1, 1996 and 
(iii) the effect of the April 23, 1996 recapitalization transactions    
retroactively applied to March 1, 1996. See "Certain Transactions." Pro 
  forma income before income taxes reflects reduced interest expense on debt
   assumed to be repaid with proceeds of the Offering. Pro forma net income is
increased by the tax-effected reduced interest expense. By assuming the 
    Offering was effective at the beginning of the period, both the Accretion on
    Redeemable Preferred Stock and the dividend on the Series B Common Stock are
eliminated on a pro forma basis. The pro forma Redemption of Redeemable 
  Preferred Stock represents the difference between the carrying value ($2.5
million) and the redemption value ($6.0 million) at the beginning of the
    period. The amount of this difference reduces Net income (loss) available to
common stockholders.                                                    

(2) ESOP contributions of $750,000 for the nine months ended November 30, 1996  
   represent contributions accrued for the period based on an expected Company
  contribution of $1.0 million for the fiscal year ending February 28, 1997.
    See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources."                      

(3) Certain charges for the fiscal year ended February 29, 1996 consist of      
one-time contractual bonuses accrued on behalf of certain officers in   
connection with the Company's formation of the ESOP and the related     
    recapitalization effected in April 1996. Certain charges for the nine months
  ended November 30, 1996 consist of one-time contractual bonuses accrued on
behalf of certain members of senior management as set forth in the      
    Securities Purchase Agreement, dated April 23, 1996, between the Company and
Churchill ESOP Capital Partners, A Minnesota Limited Partnership.       

(4) Operating income before certain charges for the year ended February 29, 1996
 and for the nine months ended November 30, 1996 was $3.7 million and $5.3
million, respectively.                                                  

(5) Represents (i) accretion of $541,000 reflecting original issue discount and 
 accrued dividends on the Redeemable Preferred Stock and (ii) dividends of
   $995,000 declared and paid on the Series B Common Stock, net of tax benefit
of $399,000.                                                            

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                                                        [Enlarge/Download Table]

                                                                                  NOVEMBER 30, 1996       
                                                                            ------------------------------
                                                                              ACTUAL        AS ADJUSTED(1)
                                                                            -----------     --------------
                                                                                             (UNAUDITED)  
                                                                                                          
BALANCE SHEET DATA:                                                                                       

  Working capital..........................................................   $ 7,124          $ 13,598   
  Total assets.............................................................    27,447            27,447   
  Total current liabilities................................................    17,556            11,082   
  Long-term debt, less current portion.....................................     7,732               608   
  Redeemable Preferred Stock...............................................     3,041                --   
  Stockholders' equity (deficit)...........................................      (950)           15,689   

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

(1) As adjusted to reflect the sale by the Company of the 2,500,000 shares of   
Common Stock offered at an assumed Offering price of $9.00 and the      
  application of the net proceeds therefrom as set forth herein. See "Use of
Proceeds" and "Capitalization."                                         

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RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its        
business before purchasing the Common Stock offered hereby. This Prospectus     
contains forward-looking statements which involve risks and uncertainties. The  
Company's actual results of operations could differ materially from those       
anticipated in these forward-looking statements as a result of certain factors, 
including those set forth in the following risk factors and elsewhere in this   
Prospectus.                                                                     

     Economic Conditions; Ability to Grow.  The Company's business is subject to
economic cycles and changing consumer trends. Purchases of telescopes and other 
discretionary spending with respect to leisure activities tend to decline in    
periods of economic uncertainty. Any significant decline in general economic    
conditions or uncertainties regarding future economic prospects that affect     
consumer spending could have a material adverse effect on the Company. Any      
general decline in the size of the telescope market or in a segment of the      
telescope market in which the Company competes, whether from general economic   
conditions, a decrease in the popularity of telescopes or otherwise, could have 
a material adverse effect on the Company. See "Business -- Industry Overview."  

Dependence on Technological Advancements and New Product              
Introductions.  The telescope market, in recent years, has been characterized by
technological advances and new product introductions. The Company believes that 
the development and introduction of new, innovative telescope products and      
accessories with features that respond to changing consumer demands and trends  
will be critical to its future success. In the past, the Company generally has  
been successful in the introduction of its telescope products and accessories.  
No assurance can be given, however, that the Company will be able to continue to
design and manufacture products that will achieve commercial success. In        
addition, prior successful designs for various telescope models may be rendered 
obsolete within a relatively short period of time as new products are introduced
into the market. See "Business -- Products."                                    

  New Binocular Line. Recently, Meade has introduced a line of binoculars,
which it believes will complement its extensive line of telescopes. The Company 
plans to access its current distribution network for telescopes as a means to   
market its line of binoculars. Although the Company believes it will be able to 
integrate the Company's new line of binoculars smoothly with its existing       
product lines, the Company's experience in selling binoculars is limited, and   
there can be no assurance that the Company will be able to penetrate the        
binocular market and achieve meaningful sales. If the Company is unable to      
successfully market this new binocular line, such inability may have a material 
adverse affect on the Company's future growth. See "Business -- Growth Strategy"
and "-- Products."                                                              

     Quarterly Fluctuations and Seasonality.  The Company's quarterly and annual
operating results are affected by a wide variety of factors that could          
materially and adversely affect net sales, gross margins and profitability.     
These factors include the volume and timing of orders received, changes in the  
mix of products sold, market acceptance of the Company's products, competitive  
pricing pressures, the Company's ability to meet increasing demand and delivery 
schedules, the timing and extent of research and development expenses, and the  
timing and extent of product development costs. Accordingly, the Company may    
experience material adverse fluctuations in future operating results on a       
quarterly or annual basis. Such fluctuations in operating results could cause   
the price of the Common Stock to fluctuate substantially. See "Management's     
Discussion and Analysis of Financial Condition and Results of                   
Operations -- Quarterly Results of Operations." A substantial portion of the    
Company's net sales and operating income typically occurs in the third quarter  
of the Company's fiscal year primarily due to disproportionately higher customer
demand for less-expensive telescopes during the Christmas holiday season. Mass  
merchandisers purchase a considerable amount of inventory to satisfy this       
seasonal consumer demand; however, their estimates of product demand for the    
Christmas holiday season may exceed actual product demand. The Company has, in  
certain circumstances, allowed these mass merchandisers to return their excess  
inventory to the Company. Any such accommodations in the future could have a    
material adverse effect on the Company.                                         

    Dependence on Key Manufacturer.  Most of Meade's less-expensive telescopes
are manufactured exclusively for Meade in Taiwan. Since 1990, Meade has worked  
closely with the Weidy Optical Co., Ltd., a                                     

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Taiwanese company (the "Taiwanese Factory"), developing proprietary telescope   
designs and instructing the Taiwanese Factory's personnel in the production of  
telescopes that meet the Company's quality standards. In January 1995, in order 
to assure a more reliable flow of products to meet Meade's increasing           
requirements, Meade and the Taiwanese Factory entered into a supply agreement   
wherein the Taiwanese Factory agreed to manufacture telescopes exclusively for  
Meade, and Meade agreed to buy essentially all of its less-expensive telescopes 
from the Taiwanese Factory. Any interruption of the Company's manufacturing     
arrangements with the Taiwanese Factory could cause a delay in delivery of the  
Company's products to its customers and could have a material adverse effect on 
the Company. While the Company believes that alternative manufacturers exist in 
the event of a substantial interruption in these manufacturing arrangements,    
there can be no assurance that alternative arrangements could be made on a      
timely basis or on terms acceptable to the Company. See "Risk Factors -- Foreign
Sales; Suppliers" and "Business -- Operations."                                 

    Foreign Sales; Suppliers.  International sales accounted for approximately
19%, 17% and 25% of the Company's net sales for fiscal 1994, 1995, and 1996,    
respectively, and 17% for the nine months ended November 30, 1996. The Company  
expects international sales to continue to represent a significant portion of   
net sales. International sales are subject to inherent risks, including         
variations in local economies, fluctuating exchange rates, increased difficulty 
of inventory management, greater difficulty in accounts receivable collection,  
costs and risks associated with localizing products for foreign countries,      
changes in tariffs and other trade barriers, adverse foreign tax consequences,  
cultural differences affecting product demand and customer service and burdens  
of complying with a variety of foreign laws. There can be no assurance that one 
or more of such factors, operating in one or more foreign countries, will not   
have a material adverse effect on the Company's future international sales, and 
consequently, the Company. In addition, the Company's business is dependent on  
products manufactured by foreign suppliers located primarily in Taiwan, Korea,  
Japan and the People's Republic of China. Purchases from foreign suppliers      
subject the Company to additional risks, including, among other things,         
imposition of quotas or trade sanctions, decline in the value of the United     
States dollar against local currencies causing an effective increase in the cost
of finished products and components, and shipment delays. The Company cannot    
predict the effect that such factors will have on its business arrangements with
foreign suppliers, but any such development could have a material adverse effect
on the Company.                                                                 

Alternative suppliers exist for substantially all materials used in   
manufacturing the Company's telescopes. However, the loss of any existing       
supplier of the electronic components contained in certain of the Company's     
products could have a material adverse effect on the Company. If an alternative 
supplier is required, the Company believes that it could take up to six months  
to re-engineer its products to accept the operating requirements of the         
alternative supplier's components.                                              

   Customer Concentration.  Although the Company sold its telescope products
to more than 500 customers during the nine months ended November 30, 1996, the  
Company's seven largest customers accounted for approximately 47.0% of the      
Company's net sales. The Company has no long-term contracts with any of its     
customers. The loss of, or the failure to replace, any significant portion of   
the sales made to any significant customer could have a material adverse effect 
on the Company. See "Business -- Customers."                                    

Dependence on Key Employees.  The Company is dependent on certain key 
members of its management, operations and engineering staff, including John C.  
Diebel, its Chairman of the Board and Chief Executive Officer, and Steven G.    
Murdock, its President and Chief Operating Officer, the loss of either of whose 
services could have a material adverse effect on the Company. In addition,      
failure to attract and retain key personnel could have a material adverse effect
on the Company.                                                                 

     Competition.  The telescope and binocular industries are highly competitive
and sensitive to consumer needs and preferences. In the telescope market, Meade 
competes in the United States and Canada with Celestron International           
("Celestron"), Bushnell Optical Co. ("Bushnell"), Tasco Sales, Inc. ("Tasco")   
and Simmons Outdoor, Inc. ("Simmons") and, to a lesser extent, with other       
significantly smaller companies which service niche markets. In Europe and      
Japan, the Company competes primarily with Celestron and Vixen Optical          
Industries Ltd. and with other smaller regional telescope importers and         
manufacturers. In addition, some of the Company's current and potential         
competitors in the telescope market may possess                                 

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greater financial or technical resources and competitive cost advantages due to 
a number of factors, including, without limitation, lower taxes and             
substantially lower costs of labor associated with manufacturing.               

In the binocular market, which is generally more competitive than the 
telescope market, with a greater number of competitors at each price point, the 
Company competes primarily with Bushnell, Nikon Inc., Canon Inc., Minolta Camera
Co., Ltd., Pentax Corporation, Tasco, Simmons and various smaller manufacturers 
and resellers. Many of these competitors in the binocular market have           
significantly greater brand name recognition and financial and technical        
resources than those of the Company, and many have long-standing positions,     
customer relationships and established brand names in their respective markets. 
See "Business -- Competition."                                                  

Intellectual Property Rights.  The Company relies primarily on a      
combination of patent, copyright, and trade secret protections in               
confidentiality agreements to establish and protect its intellectual property   
rights. There can be no assurance that the Company's measures to protect its    
intellectual property rights will deter or prevent unauthorized use of the      
Company's technology. In addition, the laws of certain foreign countries may not
protect the Company's intellectual property rights to the same extent as the    
laws of the United States. The Company's inability to protect its proprietary   
rights in the United States or internationally could have a material adverse    
effect on the Company.                                                          

  Claims by third parties that the Company's current or future products or
processes infringe upon their intellectual property rights may have a material  
adverse effect on the Company. The Company does not normally perform any formal 
surveys or studies relating to whether its products or processes infringe upon  
the intellectual property rights of others, and it would be difficult to        
establish whether a given product or process infringes upon the intellectual    
property rights of others. Intellectual property litigation is complex and      
expensive, and the outcome of such litigation is difficult to predict. Any      
future potential litigation, regardless of outcome, could result in substantial 
expense to the Company and significant diversion of the efforts of the Company's
management and technical personnel. An adverse determination in any such        
litigation could subject the Company to significant liabilities to third        
parties, require disputed rights to be licensed from such parties, if licenses  
to such rights were obtainable, or require the Company to cease using such      
technology. There can be no assurance that if such licenses were obtainable,    
they would be obtainable at costs reasonable to the Company. If forced to cease 
using such technology, there can be no assurance that the Company would be able 
to develop or obtain alternative technology. Accordingly, an adverse            
determination in a judicial or administrative proceeding, changes in patent or  
copyright laws or failure of the Company to obtain necessary licenses may       
prevent the Company from manufacturing, using or selling certain of its products
or processes, which could have a material adverse effect on the Company.        

     Environmental Matters.  Increasing public attention has been focused on the
environmental impact of many businesses. Federal, state and local laws and      
regulations impose various environmental controls on the storage, handling,     
discharge and disposal of certain materials used in the Company's manufacturing 
process. Although the Company has not experienced a material adverse effect on  
its operations from environmental laws, there can be no assurance that changes  
in such laws will not impose the need for additional capital equipment or other 
requirements or restrict the Company's ability to expand its operations. Any    
failure by the Company to comply with such environmental laws could subject the 
Company to future liabilities or could cause its manufacturing operations to be 
limited or suspended, thereby causing a material adverse effect on the Company. 

   Concentration of Ownership.  Following the Offering, the Company's senior
management will beneficially own approximately 33.3% of the outstanding shares  
of Common Stock. Additionally, the Company's Employee Stock Ownership Plan (the 
"ESOP") will own 20.0% of the outstanding Common Stock after the Offering. The  
committee that administers the ESOP (the "ESOP Committee") is comprised         
primarily of members of senior management and generally directs the voting of   
unallocated shares and shares for which participants do not provide voting      
instructions. As a result, such persons will have the ability to influence the  
election of the Company's directors and the outcome of corporate actions        
requiring stockholder approval. This concentration of ownership may have the    
effect of delaying or preventing a change in control of the Company. See        
"Principal and Selling Stockholders."                                           

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  Absence of a Public Trading Market; Volatility of Stock Price.  Prior to
the Offering, there has been no public market for the Company's Common Stock,   
and there can be no assurance that a significant public trading market for the  
Common Stock will develop or be sustained after the Offering. The initial public
offering price will be determined by negotiations among the Company, the Selling
Stockholder and the Underwriters. See "Underwriting." The negotiated initial    
public offering price may not be indicative of the market price for the Common  
Stock after the Offering. The market price of the Company's Common Stock may be 
highly volatile due to factors such as fluctuations in the Company's or its     
competitors' operating results, announcements of technological advances or new  
products by the Company or its competitors, changes in the Company's            
relationships with its suppliers or customers, reports or recommendations by    
securities industry analysts or any of the other factors listed under "Risk     
Factors." Moreover, broad market fluctuations and general economic or political 
conditions may adversely affect the market price of the Company's Common Stock, 
regardless of the Company's actual performance.                                 

  Shares Eligible for Future Sale.  Sales of substantial amounts of Common
Stock in the public market after the Offering could adversely affect the        
prevailing market price of the Common Stock. In addition to the 2,500,000 shares
of Common Stock offered by the Company and the 870,000 shares of Common Stock   
offered by the Selling Stockholder, there will be 4,130,000 shares of Common    
Stock outstanding after the Offering which will be "restricted securities" (the 
"Restricted Securities") under the Securities Act of 1933, as amended (the      
"Securities Act"). Beginning 270 days after the date of this Prospectus, at     
least 2,500,000 Restricted Securities will become eligible for sale in the      
public market pursuant to the expiration of certain lock-up agreements with the 
Company, subject to the holding period, volume and other restrictions of Rule   
144 promulgated under the Securities Act. In addition, the remaining 130,000    
shares held by the Selling Stockholder shall become eligible for sale in the    
public market 180 days after the date of this Prospectus, subject to the holding
period, volume and other restrictions of Rule 144. Contemporaneous public sales 
of these shares in substantial amounts could adversely affect the trading price 
of the Common Stock. See "Shares Eligible for Future Sale" and "Description of  
Capital Stock."                                                                 

 Dilution.  All of the currently outstanding shares of Common Stock were
issued at prices substantially lower than the price of the shares of Common     
Stock offered hereby. Investors participating in the Offering will incur        
immediate and substantial dilution of $6.91 in the net tangible book value per  
share of the Common Stock from the initial public offering price. See "Dilution"
and "Principal and Selling Stockholders."                                       

 Anti-takeover Effects of Certain Certificate of Incorporation and Bylaw
Provisions and Delaware Law; Possible Issuance of Preferred Stock.  The         
Company's Certificate of Incorporation and Bylaws provide for (i) a classified  
board of directors with staggered three year terms, (ii) advance notice         
requirements for stockholder proposals and director nominations, (iii) a        
prohibition on stockholder action by written consent and (iv) limitations on    
calling stockholder meetings. In addition, the Company is subject to the        
anti-takeover provisions of Section 203 of the Delaware General Corporation Law,
which prohibits the Company from engaging in a "business combination" with an   
"interested stockholder" for a period of three years after the date of the      
transaction in which the person became an interested stockholder, unless the    
business combination is approved in a prescribed manner. These provisions, along
with certain provisions of the California General Corporation Law applicable to 
the Company, could have the effect of discouraging certain attempts to acquire  
the Company which could deprive the Company's stockholders of the opportunity to
sell their shares of Common Stock at prices higher than prevailing market       
prices. In addition, upon completion of this Offering, the Board of Directors   
will have authority to issue up to 1,000,000 shares of Preferred Stock and to   
fix the price, rights, preferences, privileges and restrictions, including      
voting rights, of those shares without any further vote or action by the        
stockholders. The rights of the holders of Common Stock will be subject to, and 
may be adversely affected by, the rights of the holders of any Preferred Stock  
that may be issued in the future. The issuance of Preferred Stock could affect  
adversely the voting power of holders of Common Stock and the likelihood that   
such holders will receive dividend payments and payments upon liquidation.      
Additionally, the issuance of Preferred Stock may have the effect of delaying,  
deferring or preventing a change in control of the Company, may discourage bids 
for the Common Stock at a premium over the market price of the Common Stock and 
may affect adversely the market price of and the voting and other rights of the 
holders of the Common Stock. See "Description of Capital Stock."                

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USE OF PROCEEDS 

     The net proceeds to the Company from the sale of 2,500,000 shares of Common
Stock offered by the Company hereby are estimated to be $20.1 million (assuming 
an initial public offering price of $9.00 per share and after deducting the     
estimated underwriting discounts and commissions and offering expenses payable  
by the Company, a portion of which may be reimbursed by the Selling Stockholder 
(see "Certain Transactions")). The Company will not receive any portion of the  
proceeds from the sale of any shares by the Selling Stockholder.                

   The Company intends to use approximately $6.9 million of the net proceeds
to redeem all of its outstanding shares of Redeemable Preferred Stock and pay   
all accrued dividends thereon. The Redeemable Preferred Stock has a cumulative  
14% dividend on the $6.0 million redemption amount, a liquidation preference and
a five-year mandatory redemption provision. In addition, the Company intends to 
use approximately $8.2 million of the net proceeds to repay an existing         
five-year term note payable to a bank which bears interest at the bank's base   
rate (equivalent to prime) plus 0.75% with annual principal of $1.6 million     
payable in defined quarterly amounts for five years with any remaining principal
and interest due in full at the end of the five years. The Company intends to   
use the remaining proceeds for general corporate purposes. The foregoing        
reflects the Company's best estimate of the allocation of net proceeds of the   
Offering based on current economic and industry conditions. The Company may find
it desirable to change the allocation of proceeds of the Offering as it deems   
appropriate.                                                                    

    Pending use of the proceeds from the Offering, the Company will invest the
funds in investment grade interest-bearing securities, including government     
obligations and other money market instruments. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and      
Capital Resources."                                                             

DIVIDEND POLICY 

   Other than dividends paid to the Company's ESOP, the Company has not paid
any cash dividends on its Common Stock and does not anticipate paying any       
dividends on the Common Stock in the foreseeable future. The Company intends to 
pay a dividend to the ESOP for the period from March 1, 1997 through the        
completion of this Offering (approximately $60,000). Although the Company       
intends to make future contributions to the ESOP upon Board approval, no future 
dividends (other than dividends paid to all holders of Common Stock) will be    
paid to the ESOP with respect to periods after the completion of this Offering. 
The Company's ability to pay dividends is restricted under a Loan and Security  
Agreement between the Company and Fleet Capital Corporation. See Note 4 of Notes
to the Financial Statements.                                                    

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DILUTION

As of November 30, 1996, the Company had a net tangible book value of 
approximately $(950,000) or $(0.19) per share of Common Stock based upon        
5,000,000 shares of Common Stock outstanding. Net tangible book value per share 
is determined by dividing the net tangible book value of the Company (total     
tangible assets less total liabilities) by the number of shares of Common Stock.
After giving effect to the sale by the Company of the 2,500,000 shares of Common
Stock hereby at an assumed initial public offering price per share of $9.00     
(after application of the net proceeds therefrom and early redemption of the    
Redeemable Preferred Stock in excess of its carrying value), the Company's net  
tangible book value as of November 30, 1996 would have been $15.7 million, or   
$2.09 per share of Common Stock. This represents an immediate increase in net   
tangible book value of $2.28 per share to existing stockholders and an immediate
dilution of $6.91 per share to new investors purchasing shares in the Offering. 
The following table illustrates this per share dilution:                        

                                                                [Download Table]
                                                                                   
Assumed initial public offering price per share.....................          $9.00
  Net tangible book value per share before the Offering............. $(0.19)       
  Increase per share attributable to new investors..................   2.28        
                                                                     ------        
Pro forma net tangible book value per share after the Offering......           2.09
                                                                              -----
Dilution per share to new investors(1)..............................          $6.91
                                                                              =====

The following table summarizes on a pro forma basis as of November 30,
1996, the relative investments of all existing stockholders and new investors   
purchasing shares of Common Stock from the Company in the Offering. The         
calculations are based on an assumed initial public offering price of $9.00 per 
share, before deducting underwriting discounts and commissions and estimated    
offering expenses payable by the Company, a portion of which may be reimbursed  
by the Selling Stockholder. See "Certain Transactions."                         

                                                        [Enlarge/Download Table]

                                            SHARES                   TOTAL                        
                                           PURCHASED             CONSIDERATION                    
                                     ---------------------  -----------------------  AVERAGE PRICE
                                      NUMBER       PERCENT    AMOUNT        PERCENT    PER SHARE  
                                     ---------     -------  -----------     -------  -------------
                                                                                                  
Existing stockholders(2)............ 5,000,000       66.7%  $ 3,511,000       13.5%      $0.70    
New investors....................... 2,500,000       33.3%   22,500,000       86.5%      $9.00    
                                     ---------     ------   -----------     ------                
          Total..................... 7,500,000      100.0%  $26,011,000      100.0%               
                                     =========     ======   ===========     ======                

---------------                                                                 
(1) Dilution is determined by subtracting the pro forma net tangible book value 
   per share after the Offering from the amount of cash paid by a new investor
for a share of Common Stock.                                            

(2) Sales by the Selling Stockholder in the Offering will reduce the number of  
 shares held by existing stockholders to 4,130,000 shares, or 55.1% of the
 total shares of Common Stock outstanding, and will increase the number of
shares held by new investors to 3,370,000 shares, or 44.9% of the total 
shares of Common Stock outstanding after the Offering.                  

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CAPITALIZATION

    The following table sets forth the actual capitalization of the Company as
of November 30, 1996 and as adjusted to reflect the sale of 2,500,000 shares of 
Common Stock offered by the Company at an assumed public offering price of $9.00
per share (net of underwriter discounts and commissions and estimated Offering  
expenses payable by the Company). This table should be read in conjunction with 
the Financial Statements and Notes to the Financial Statements of the Company   
and "Management's Discussion and Analysis of Financial Condition and Results of 
Operations," all included herein.                                               

                                                        [Enlarge/Download Table]

                                                                          AT NOVEMBER 30, 1996  
                                                                        ------------------------
                                                                         ACTUAL      AS ADJUSTED
                                                                        --------     -----------
                                                                             (IN THOUSANDS)     
                                                                                                
Short-term debt:                                                                                
  Bank line of credit.................................................  $  8,984      $   4,094 
  Current portion of long-term debt...................................     1,584             -- 
                                                                        --------       -------- 
          Total short-term debt.......................................  $ 10,568      $   4,094 
                                                                        ========       ======== 
Long-term debt, net of current portion................................  $  7,124             -- 
                                                                        --------       -------- 
Redeemable Preferred Stock: 1,000 shares authorized; 1,000 shares                               
  issued and outstanding, actual(1)...................................     3,041            N/A 
                                                                        --------       -------- 
Stockholders' equity:                                                                           
  Preferred Stock: 999,000 shares authorized; none issued and                                   
     outstanding, actual; 1,000,000 shares authorized, $0.01 par value                          
     per share, none issued and outstanding, as adjusted..............        --             -- 
  Common Stock:                                                                                 
     Series A Common Stock: 15,000,000 shares authorized; 3,500,000                             
      shares issued and outstanding, actual...........................     3,511            N/A 
     Series B Common Stock: 5,000,000 shares authorized; 1,500,000                              
      shares issued and outstanding, actual...........................       995            N/A 
     Common Stock, $0.01 par value per share; 20,000,000 shares                                 
      authorized; 7,500,000 shares issued and outstanding, as                                   
      adjusted........................................................       N/A      $      75 
Additional paid in capital............................................       N/A         24,556 
Retained earnings(1)..................................................     5,544          2,058 
                                                                        --------       -------- 
                                                                          10,050         26,689 
Unearned ESOP shares(2)...............................................   (11,000)       (11,000)
                                                                        --------       -------- 
  Total stockholders' equity (deficit)................................      (950)        15,689 
                                                                        --------       -------- 
          Total capitalization........................................  $  9,215      $  15,689 
                                                                        ========       ======== 

---------------                                                                 
(1) The Redeemable Preferred Stock redemption value at November 30, 1996,       
 including accrued dividends, was approximately $6.5 million. Assuming the
redemption of the Redeemable Preferred Stock, retained earnings, as     
   adjusted, have been reduced by the difference between the carrying value of
the Redeemable Preferred Stock and its redemption value.                

(2) For a discussion of the Unearned ESOP shares see "Management's Discussion   
  and Analysis of Financial Condition and Results of Operations -- Liquidity
and Capital Resources."                                                 

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SELECTED FINANCIAL INFORMATION
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AND WEIGHTED AVERAGE SHARE AMOUNTS)

    The following data, insofar as it relates to each of the fiscal years 1994
through 1996 and the nine months ended November 30, 1996, has been derived from 
audited financial statements, including the balance sheets at February 28, 1995,
February 29, 1996 and November 30, 1996 and the related statements of income and
of cash flows for the three years ended February 29, 1996 and the nine months   
ended November 30, 1996, and notes thereto appearing elsewhere herein. The data 
for the nine months ended November 30, 1995 has been derived from unaudited     
financial statements also appearing herein and which, in the opinion of         
management, include all adjustments, consisting only of normal recurring        
adjustments, necessary for a fair statement of the results for the unaudited    
interim period. The data for the years ended February 29, 1992 and February 28, 
1993 has been derived from unaudited financial statements not included herein   
and which, in the opinion of management, include all adjustments, consisting    
only of normal recurring adjustments, necessary for a fair statement of the     
results, for the years ended February 29, 1992 and February 28, 1993,           
respectively.                                                                   

                                                        [Enlarge/Download Table]

                                                                                            NINE MONTHS ENDED NOVEMBER 30,      
                                    FISCAL YEAR ENDED FEBRUARY 28(29),                 -----------------------------------------
                     ----------------------------------------------------------------                                PRO FORMA  
                        1992          1993          1994         1995         1996        1995           1996         1996(1)   
                     -----------   -----------   ----------   ----------   ----------  -----------   ------------   ------------
                     (UNAUDITED)   (UNAUDITED)                                         (UNAUDITED)                  (UNAUDITED) 
                                                                                                                                
INCOME STATEMENT                                                                                                                
 DATA:                                                                                                                          
  Net sales........  $   10,149    $   13,887    $   16,628   $   24,934   $   29,770  $   23,459     $   38,966     $   38,966 
  Cost of sales....       7,385        10,840        11,670       17,040       20,054      15,827         26,267         26,267 
                      ---------     ---------     ---------    ---------    ---------   ---------      ---------      --------- 
  Gross profit.....       2,764         3,047         4,958        7,894        9,716       7,632         12,699         12,699 
  Selling                                                                                                                       
    expenses.......         983         1,438         1,565        2,035        2,832       2,158          3,555          3,555 
  General and                                                                                                                   
    administrative                                                                                                              
    expenses.......       1,059           986         1,378        2,118        2,651       1,966          2,664          2,664 
  Research and                                                                                                                  
    development                                                                                                                 
    expenses.......         320           274           425          423          518         396            444            444 
  Amortization of                                                                                                               
    deferred                                                                                                                    
    credit.........         (35)          (63)          (53)          --           --          --             --             -- 
  ESOP                                                                                                                          
 contribution(2)...          --            --            --           --           --          --            750            750 
  Certain                                                                                                                       
    charges(3).....          --            --            --           --          300          --            340            340 
                      ---------     ---------     ---------    ---------    ---------   ---------      ---------      --------- 
  Operating                                                                                                                     
    income(4)......         437           412         1,643        3,318        3,415       3,112          4,946          4,946 
  Interest                                                                                                                      
    expense........         329           395           493          470          659         496          1,253            344 
                      ---------     ---------     ---------    ---------    ---------   ---------      ---------      --------- 
  Income before                                                                                                                 
    income taxes...         108            17         1,150        2,848        2,756       2,616          3,693          4,602 
  Income taxes.....           1             1           110          797        1,200       1,177          1,532          1,910 
                      ---------     ---------     ---------    ---------    ---------   ---------      ---------      --------- 
  Net income.......         107            16         1,040        2,051        1,556       1,439          2,161          2,692 
  Accretion on                                                                                                                  
    Redeemable                                                                                                                  
    Preferred Stock                                                                                                             
    and dividend on                                                                                                             
    Series B Common                                                                                                             
    Stock, net of                                                                                                               
    tax                                                                                                                         
    benefit(5).....          --            --            --           --           --          --         (1,137)            -- 
  Redemption of                                                                                                                 
    Redeemable                                                                                                                  
    Preferred                                                                                                                   
    Stock..........          --            --            --           --           --          --             --         (3,500)
                      ---------     ---------     ---------    ---------    ---------   ---------      ---------      --------- 
  Net income (loss)                                                                                                             
    available to                                                                                                                
    common                                                                                                                      
    stockholders...  $      107    $       16    $    1,040   $    2,051   $    1,556  $    1,439     $    1,024     $     (808)
                      =========     =========     =========    =========    =========   =========      =========      ========= 
  Per share                                                                                                                     
    information:                                                                                                                
    Net income                                                                                                                  
      before                                                                                                                    
      adjustment to                                                                                                             
      net income                                                                                                                
      available per                                                                                                             
      common                                                                                                                    
      share........  $     0.02    $     0.00    $     0.22   $     0.44   $     0.33  $     0.31     $     0.60     $     0.44 
    Accretion on                                                                                                                
      Redeemable                                                                                                                
      Preferred                                                                                                                 
      Stock and                                                                                                                 
      dividend on                                                                                                               
      Series B                                                                                                                  
      Common Stock,                                                                                                             
      net of tax                                                                                                                
      benefit......          --            --            --           --           --          --          (0.32)            -- 
    Redemption of                                                                                                               
      Redeemable                                                                                                                
      Preferred                                                                                                                 
      Stock........          --            --            --           --           --          --             --          (0.57)
                      ---------     ---------     ---------    ---------    ---------   ---------      ---------      --------- 
    Net income                                                                                                                  
      (loss)                                                                                                                    
      available per                                                                                                             
      common share                                                                                                              
      to common                                                                                                                 
    stockholders...  $     0.02    $     0.00    $     0.22   $     0.44   $     0.33  $     0.31     $     0.28     $    (0.13)
                      =========     =========     =========    =========    =========   =========      =========      ========= 
  Supplemental net                                                                                                              
    income per                                                                                                                  
    common share                                                                                                                
    (unaudited)....          --            --            --           --   $     0.37          --     $     0.47             -- 
                                                                            =========                  =========                
  Weighted average                                                                                                              
    common shares                                                                                                               
    outstanding....   4,682,472     4,682,472     4,682,472    4,682,472    4,682,472   4,682,472      3,608,335      6,108,335 
                      =========     =========     =========    =========    =========   =========      =========      ========= 

                                                        [Enlarge/Download Table]

                                             FEBRUARY 28(29),                          NOVEMBER 30,  
                     ----------------------------------------------------------------  ------------  
                        1992          1993          1994         1995         1996         1996      
                     -----------   -----------   ----------   ----------   ----------  ------------  
                     (UNAUDITED)   (UNAUDITED)                                                       
                                                                                                     
BALANCE SHEET DATA:                                                                                  
  Working                                                                                            
    capital........  $      919    $      699    $    1,176   $    3,358   $    4,183   $    7,124   
  Total assets.....       4,473         6,929         7,992       10,197       13,035       27,447   
  Total current                                                                                      
    liabilities....       3,231         5,797         6,153        5,827        7,364       17,556   
  Long-term debt,                                                                                    
    less current                                                                                     
    portion........       1,064           955           571        1,054          818        7,732   
  Redeemable                                                                                         
    Preferred                                                                                        
    Stock..........          --            --            --           --           --        3,041   
  Stockholders'                                                                                      
    equity                                                                                           
    (deficit)......         108           124         1,164        3,215        4,771         (950)  

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---------------                                                                 
(1) Pro forma amounts are adjusted to reflect (i) the sale by the Company of    
2,500,000 shares of Common Stock offered at an assumed Offering price of
$9.00, (ii) the application of net proceeds therefrom (see "Use of      
Proceeds") as if the Offering had been consummated on March 1, 1996 and 
(iii) the effect of the April 23, 1996 recapitalization transactions    
retroactively applied to March 1, 1996. See "Certain Transactions." Pro 
  forma income before income taxes reflects reduced interest expense on debt
   assumed to be repaid with proceeds of the Offering. Pro forma net income is
increased by the tax-effected reduced interest expense. By assuming the 
    Offering was effective at the beginning of the period, both the Accretion on
    the Redeemable Preferred Stock and the dividend on the Series B Common Stock
   are eliminated on a pro forma basis. The pro forma Redemption of Redeemable
  Preferred Stock represents the difference between the carrying value ($2.5
million) and the redemption value ($6.0 million) at the beginning of the
    period. The amount of this difference reduces Net income (loss) available to
common stockholders.                                                    

(2) ESOP contributions of $750,000 for the nine months ended November 30, 1996  
   represent contributions accrued for the period based on an expected Company
  contribution of $1.0 million for the fiscal year ending February 28, 1997.
    See "Management's Discussion and Analysis of Financial Condition and Results
of Operation -- Liquidity and Capital Resources."                       

(3) Certain charges for the fiscal year ended February 29, 1996 consist of      
one-time contractual bonuses accrued on behalf of certain officers in   
connection with the Company's formation of the ESOP and the related     
    recapitalization effected in April 1996. Certain charges for the nine months
  ended November 30, 1996 consist of one-time contractual bonuses accrued on
behalf of certain members of senior management as set forth in the      
    Securities Purchase Agreement, dated April 23, 1996, between the Company and
Churchill ESOP Capital Partners, A Minnesota Limited Partnership.       

(4) Operating income before certain charges for the year ended February 29, 1996
 and for the nine months ended November 30, 1996 was $3.7 million and $5.3
million, respectively.                                                  

(5) Represents (i) accretion of $541,000 reflecting original issue discount and 
 accrued dividends on the Redeemable Preferred Stock and (ii) dividends of
   $995,000 declared and paid on the Series B Common Stock, net of tax benefit
of $399,000.                                                            

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 

    The following discussion and analysis of the Company's financial condition
and results of operations is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements,       
including the notes thereto, appearing elsewhere in this Prospectus.            

OVERVIEW                                                                        

     Founded in 1972, Meade designs, manufactures and distributes telescopes and
accessories for the beginning to serious amateur astronomer. The Company offers 
a broad range of products, including more than 40 different telescope models    
with several different optical configurations as well as more than 250 accessory
products. The Company manufactures all of its high-end advanced telescopes in   
its manufacturing facility in Irvine, California, and employs seven engineers   
on-site to develop new products, technological advances and improvements to     
existing products. See "Business -- Competitive Strengths -- New                
Products/Research and Development." The majority of the Company's less-expensive
telescopes are manufactured in Taiwan. To ensure that the telescopes produced in
Taiwan are of high quality, the Company is party to an exclusive arrangement    
with the Taiwanese Factory, in which the Taiwanese Factory manufactures         
telescopes only for Meade. See "Business -- Competitive Strengths -- Quality    
Control." The Company sells its products domestically through a network of      
direct mail order dealers, specialty retailers and mass merchandisers and       
internationally through foreign distributors. To complement its extensive line  
of telescopes and leverage its distribution system, Meade has recently          
introduced a complete line of binoculars to be sold under the Meade brand name. 

  Net sales for Meade increased from $10.1 million to $29.8 million during
the fiscal years from 1992 to 1996. Furthermore, net sales for the nine months  
ended November 30, 1996 increased from $23.5 million to $39.0 million, an       
increase of 66.1% over the nine months ended November 30, 1995. Income from     
operations increased from $437,000 to $3.4 million during the fiscal years from 
1992 to 1996. Income from operations for the nine months ended November 30, 1996
increased by $1.8 million, or 58.9%, over the nine months ended November 30,    
1995. In addition, income from operations before certain charges for the nine   
months ended November 30, 1996 increased by $2.2 million, or 69.9% over the nine
months ended November 30, 1995. The Company attributes this increase in net     
sales and income from operations primarily to its emphasis on research,         
development and successful introduction of new products, enhancements to        
existing products and its increase in marketing and customer service and support
activities. See "Business -- Introduction."                                     

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RESULTS OF OPERATIONS                                                           

  The following table sets forth, for the periods indicated, certain items
from the Company's Income Statements as a percentage of net sales for the       
periods indicated.                                                              

                                                        [Enlarge/Download Table]

                                                                                  NINE MONTHS   
                                                        FISCAL YEAR ENDED            ENDED      
                                                        FEBRUARY 28(29),         NOVEMBER 30,   
                                                    -------------------------   --------------- 
                                                    1994      1995      1996    1995      1996  
                                                    -----     -----     -----   -----     ----- 
                                                                                                
Net sales.......................................... 100.0%    100.0%    100.0%  100.0%    100.0%
Cost of sales......................................  70.2      68.3      67.4    67.5      67.4 
                                                    -----     -----     -----   -----     ----- 
Gross profit.......................................  29.8      31.7      32.6    32.5      32.6 
Operating expenses:                                                                             
  Selling expenses.................................   9.4       8.2       9.5     9.2       9.1 
  General and administrative expenses..............   8.3       8.5       8.9     8.4       6.8 
  Research and development expenses................   2.5       1.7       1.7     1.7       1.1 
  Amortization of deferred credit..................  (0.3)       --        --      --        -- 
  ESOP contribution................................    --        --        --      --       1.9 
  Certain charges..................................    --        --       1.0      --       0.9 
                                                    -----     -----     -----   -----     ----- 
          Total operating expenses.................  19.9      18.4      21.1    19.3      19.8 
                                                    -----     -----     -----   -----     ----- 
Income from operations.............................   9.9      13.3      11.5    13.2      12.8 
Interest expense...................................   3.0       1.9       2.2     2.1       3.2 
                                                    -----     -----     -----   -----     ----- 
Income before income taxes.........................   6.9      11.4       9.3    11.1       9.6 
Provision for income taxes.........................   0.7       3.2       4.0     5.0       3.9 
                                                    -----     -----     -----   -----     ----- 
Net income.........................................   6.2       8.2       5.3     6.1       5.7 
                                                    =====     =====     =====   =====     ===== 

NINE MONTHS ENDED NOVEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED NOVEMBER 30,  
1995                                                                            

   Net sales increased from $23.5 million for the nine months ended November
30, 1995 to $39.0 million for the nine months ended November 30, 1996, an       
increase of 66.1%. This increase was primarily due to (i) an increase of $10.1  
million in net sales of less-expensive telescopes, (ii) an increase of $1.3     
million in net sales of telescope accessories and (iii) an increase of $3.2     
million in net sales of new products introduced in late fiscal 1996 and early   
fiscal 1997, including the ETX Astro Telescope, the LX50 and LX10 lines of      
Schmidt-Cassegrain and Maksutov-Cassegrain telescopes.                          

    Gross profit increased from $7.6 million (32.5% of net sales) for the nine
months ended November 30, 1995 to $12.7 million (32.6% of net sales) for the    
nine months ended November 30, 1996, an increase of 67.1%.                      

  Selling expenses increased from $2.2 million (9.2% of net sales) for the
nine months ended November 30, 1995 to $3.6 million (9.1% of net sales) for the 
nine months ended November 30, 1996, an increase of 63.6%. This increase        
principally reflects (i) higher advertising and other selling expenses to       
support higher sales volumes for the nine months ended November 30, 1996 as     
compared to the nine months ended November 30, 1995, (ii) higher freight and    
other shipping costs due to higher sales volumes for the nine months ended      
November 30, 1996 as compared to the nine months ended November 30, 1995 and    
(iii) higher costs due to a net increase in selling and shipping personnel for  
the nine months ended November 30, 1996 as compared to the nine months ended    
November 30, 1995.                                                              

  General and administrative expenses increased from $2.0 million (8.4% of
net sales) for the nine months ended November 30, 1995 to $2.7 million (6.8% of 
net sales) for the nine months ended November 30, 1996, an increase of 35.0%.   
The increase in the general and administrative expenses principally reflects    
higher personnel-related costs and general office costs for the nine months     
ended November 30, 1996 as compared to the nine months ended November 30, 1995. 
The decrease in general and administrative expenses as a percentage of net sales
for the nine months ended November 30, 1996 as compared to the comparable period
in the prior year was primarily due to efficiencies achieved by allocating the  
Company's fixed expenses over the increased revenue base.                       

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Research and development expenses increased from $396,000 (1.7% of net
sales) for the nine months ended November 30, 1995 to $444,000 (1.1% of net     
sales) for the nine months ended November 30, 1996, an increase of 12.1%. This  
increase was principally due to higher personnel-related costs and higher       
outside consulting costs for the nine months ended November 30, 1996, as        
compared to the nine months ended November 30, 1995.                            

The ESOP contribution expense of $750,000 for the nine months ended   
November 30, 1996, represents an accrual of three quarters of the expected      
Company contribution to the ESOP for the fiscal year ending February 28, 1997   
(the ESOP was effective March 1, 1996 and, therefore, there is no comparable    
expense for the nine months ended November 30, 1995).                           

Certain charges for the nine months ended November 30, 1996 represent 
one-time contractual bonuses of $340,000 accrued on behalf of certain members of
senior management as described in the Securities Purchase Agreement, dated April
23, 1996, between the Company and Churchill ESOP Capital Partners, A Minnesota  
Limited Partnership ("Churchill").                                              

     Interest expense increased from $496,000 for the nine months ended November
30, 1995 to $1.3 million for the nine months ended November 30, 1996, an        
increase of 162.1%. This increase was principally due to (i) interest expense on
the bank term debt incurred in connection with the ESOP recapitalization in     
April 1996, and (ii) increased average outstanding balances on the bank line of 
credit to support higher receivables and inventory associated with increased    
sales of less-expensive telescopes for the nine months ended November 30, 1996, 
as compared to the nine months ended November 30, 1995.                         

 Income taxes increased from $1.2 million (45.0% of income before income
taxes) for the nine months ended November 30, 1995 to $1.5 million (41.5% of    
income before income taxes) for the nine months ended November 30, 1996. The    
reduction in the tax rate for the nine months ended November 30, 1996, as       
compared to the nine months ended November 30, 1995, was due to differences in  
the effect of expenses not deductible for tax purposes in each period.          

FISCAL 1996 COMPARED TO FISCAL 1995                                             

   Net sales increased from $24.9 million in fiscal 1995 to $29.8 million in
fiscal 1996, an increase of 19.7%. This increase was due primarily to an        
increase of $3.0 million in net sales of the Company's less-expensive           
telescopes.                                                                     

 Gross profit increased from $7.9 million (31.7% of net sales) in fiscal
1995 to $9.7 million (32.6% of net sales) in fiscal 1996, an increase of 22.8%. 
The increase in the gross profit as a percentage of net sales was principally   
due to the increased sales of the Company's less-expensive telescopes, which    
generally have a higher gross profit margin than the Company's other products.  

    Selling expenses increased from $2.0 million (8.2% of net sales) in fiscal
1995 to $2.8 million (9.5% of net sales) in fiscal 1996, an increase of 40.0%.  
This increase principally reflects (i) increases in advertising and freight     
costs due to higher sales volumes in fiscal 1996 compared to fiscal 1995 and    
(ii) higher personnel-related costs due to net increases in selling and shipping
personnel in fiscal 1996 as compared to fiscal 1995.                            

  General and administrative expenses increased from $2.1 million (8.5% of
net sales) in fiscal 1995 to $2.7 million (8.9% of net sales) in fiscal 1996, an
increase of 28.6%. This increase principally reflects higher costs due to net   
increases in general and administrative personnel and executive salary increases
in fiscal 1996 as compared to fiscal 1995.                                      

Research and development expenses increased from $423,000 (1.7% of net
sales) in fiscal 1995 to $518,000 (1.7% of net sales) in fiscal 1996, an        
increase of 22.5%. This increase principally reflects higher costs due to       
increases in research and development personnel.                                

During fiscal 1996 the Company incurred certain charges that are not  
expected to continue into future periods. These charges, totaling $300,000 in   
fiscal 1996, related to management bonuses awarded in connection with the       
completion of the ESOP recapitalization. There were no comparable charges in    
fiscal 1995.                                                                    

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Interest expense increased from $470,000 in fiscal 1995 to $659,000 in
fiscal 1996, an increase of 40.2%. The increase was primarily due to increased  
average outstanding balances on the bank line of credit to support increased    
sales for less-expensive telescopes in fiscal 1996 compared to fiscal 1995.     

    Income taxes increased from $797,000 (28.0% of income before income taxes)
in fiscal 1995 to $1.2 million (43.5% of income before income taxes) in fiscal  
1996. The tax rate in fiscal 1995 reflects the utilization of approximately     
$430,000 in net operating loss carry forwards, for which no benefit had         
previously been recognized. There were no net loss carry forwards available for 
utilization in fiscal 1996.                                                     

FISCAL 1995 COMPARED TO FISCAL 1994                                             

   Net sales increased from $16.6 million in fiscal 1994 to $24.9 million in
fiscal 1995, an increase of 50.0%. This increase was due primarily to (i) an    
increase of $3.7 million in net sales of the Company's less-expensive           
telescopes, (ii) an increase of $2.4 million in net sales of LX200 model        
telescopes and, (iii) an increase of $1.2 million in net sales of telescope     
accessories.                                                                    

 Gross profit increased from $5.0 million (29.8% of net sales) in fiscal
1994 to $7.9 million (31.7% of net sales) in fiscal 1995, an increase of 58.0%. 
The increase in the gross profit as a percentage of net sales was principally   
due to the increased sales of the Company's less-expensive telescopes which     
generally have a higher gross profit margin than the Company's other products.  

    Selling expenses increased from $1.6 million (9.4% of net sales) in fiscal
1994 to $2.0 million (8.2% of net sales) in fiscal 1995, an increase of 25.0%.  
This increase principally reflects increases in advertising and freight costs   
due to higher sales volumes in fiscal 1995 compared to fiscal 1994.             

  General and administrative expenses increased from $1.4 million (8.3% of
net sales) in fiscal 1994 to $2.1 million (8.5% of net sales) in fiscal 1995, an
increase of 50.0%. This increase principally reflects higher costs due to       
increases in general and administrative personnel.                              

Research and development expenses decreased from $425,000 (2.5% of net
sales) in fiscal 1994 to $423,000 (1.7% of net sales) in fiscal 1995. Increases 
in personnel related costs during fiscal 1995 were offset by decreases in       
outside consulting expenses as compared to fiscal 1994.                         

Interest expense decreased from $493,000 in fiscal 1994 to $470,000 in
fiscal 1995, a decrease of 4.7%. This decrease was primarily due to changes in  
the mix of bank and other borrowings in fiscal 1995 compared to fiscal 1994.    

   Income taxes increased from $110,000 (9.6% of income before income taxes)
in fiscal 1994 to $797,000 (28.0% of income before income taxes) in fiscal 1995.
The tax rate in fiscal 1994 reflects the utilization of approximately $145,000  
in net operating loss carryforwards, for which no benefit had previously been   
recognized and a decrease of $200,000 in the valuation allowance. The tax rate  
in fiscal 1995 reflects the utilization of approximately $430,000 in net        
operating loss carryforwards, for which no benefit had previously been          
recognized.                                                                     

QUARTERLY RESULTS OF OPERATIONS                                                 

The Company has experienced, and expects to continue to experience,   
substantial fluctuations in its sales, gross margins and profitability from     
quarter to quarter. Factors that influence these fluctuations include the volume
and timing of orders received, changes in the mix of products sold, market      
acceptance of the Company's products, competitive pricing pressures, the        
Company's ability to meet increasing demand and delivery schedules, the timing  
and extent of research and development expenses, and the timing and extent of   
product development costs. In addition, a substantial portion of the Company's  
net sales and operating income typically occurs in the third quarter of the     
Company's fiscal year primarily due to disproportionately higher customer demand
for less-expensive telescopes during the Christmas holiday season.              

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  The following table presents unaudited financial results for each of the
eight quarters in the period ended November 30, 1996. The Company believes that 
all necessary adjustments have been included to present fairly the quarterly    
information when read in conjunction with the Financial Statements and Notes    
included elsewhere in this Prospectus. The operating results for any quarter are
not necessarily indicative of the results for any subsequent quarter or for the 
fiscal year ended February 28, 1997.                                            

                                                        [Enlarge/Download Table]

                                  FISCAL                                                                        
                                   1995                 FISCAL 1996                          FISCAL 1997        
                                  -------  -------------------------------------     ---------------------------
                                  FOURTH    FIRST    SECOND     THIRD    FOURTH       FIRST    SECOND     THIRD 
                                  QUARTER  QUARTER   QUARTER   QUARTER   QUARTER     QUARTER   QUARTER   QUARTER
                                  -------  -------   -------   -------   -------     -------   -------   -------
                                                           (IN THOUSANDS OF DOLLARS)                            
                                                                                                                
Net sales........................ $5,658   $4,812    $7,260    $11,386   $6,310      $7,166    $12,031   $19,769
Gross profit.....................  1,704    1,400     2,123      4,109    2,084       2,154      3,926     6,619
ESOP contribution................     --       --        --         --       --         250        250       250
Operating income.................    625       50       686      2,376      303         149      1,552     3,245
Net income (loss)................ $  380   $  (48)   $  302    $ 1,225   $   77      $  (58)   $   635   $ 1,584

Quarterly results can be affected by a number of factors including the
timing of orders, production delays or inefficiencies, and raw materials        
availability. See "Risk Factors -- Quarterly Fluctuations and Seasonality" and  
"Business -- Operations -- Materials and Supplies."                             

LIQUIDITY AND CAPITAL RESOURCES                                                 

    Since 1993, the Company has funded operations primarily through borrowings
from banks and financial institutions and proceeds from related party           
subordinated notes. For the nine months ended November 30, 1996, the Company    
funded operations principally through borrowings of $6.9 million on its bank    
line of credit. At November 30, 1996, the Company had accounts receivable of    
$12.9 million, inventory of $11.3 million and working capital of $7.1 million.  
Increases in accounts receivable and inventory at November 30, 1996 were        
primarily due to increased sales for the period and increased stocking levels to
support anticipated future sales, respectively.                                 

     Capital expenditures, including financed purchases of equipment, aggregated
$537,000, $664,000, $377,000 and $304,000 for the nine months ended November 30,
1996 and the fiscal years ended February 29, 1996 and February 28, 1995 and     
1994, respectively. The Company had no material capital expenditure commitments 
as of November 30, 1996.                                                        

The Company leases a 57,000 square foot manufacturing and corporate   
facility and a separate 27,000 square foot distribution facility (the "Existing 
Leases"). At November 30, 1996, monthly lease expenses for these facilities     
aggregate approximately $34,000. In December 1996, the Company entered into a   
ten year lease agreement for a new 161,000 square foot facility that the Company
expects to begin to occupy in the third quarter of fiscal 1998. Net lease       
expenses on the new facility are approximately $75,000 per month, with fixed    
increases of approximately 3% per year. The Company believes there will be no   
material expenses incurred in connection with the termination of the Existing   
Leases because (i) the Company intends to sublease its manufacturing and        
corporate facility and (ii) the distribution facility lease terminates in       
October 1997.                                                                   

In April 1996, the Company entered into a five-year Loan and Security 
Agreement with Fleet Capital Corporation (the "Loan Agreement") which provides  
for (i) a $10.0 million revolving line of credit facility, secured by the       
Company's accounts receivable and inventories and (ii) a $9.5 million term note 
(the "term note") secured by the assets of the Company. The term note will be   
repaid with the proceeds of this Offering. See "Use of Proceeds." The Loan      
Agreement contains certain financial and operating covenants including          
compliance with certain financial ratios, limitations on the ability of the     
Company to incur additional indebtedness and restrictions on, among other       
things, the Company's ability to pay cash dividends and take certain other      
corporate actions.                                                              

Also in April 1996, the Company was recapitalized through the sale of 
Redeemable Preferred Stock to Churchill. For proceeds of $6.0 million, the      
Company sold 1,000 shares of newly-issued Redeemable Preferred                  

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Stock to Churchill and issued a warrant to Churchill to purchase 1,000,000      
shares of Series A Common Stock. The Redeemable Preferred Stock has a cumulative
annual 14% dividend on the $6.0 million redemption amount, a liquidation        
preference and a five-year mandatory redemption provision. The Redeemable       
Preferred Stock will be repurchased by the Company with the proceeds of this    
Offering. See "Use of Proceeds." The warrant was exercised in April 1996 for an 
aggregate purchase price of $10,000.                                            

     In April 1996, the Company made an $11.0 million term loan to the ESOP (the
"ESOP Loan"), the proceeds of which were used by the ESOP to purchase the       
Company's Series B Common Stock from senior management. See "Certain            
Transactions." The ESOP pledged the stock back to the Company as security for   
the ESOP Loan. The ESOP Loan has a ten-year term and bears interest at 6% per   
annum. Principal and interest are due semi-annually, subject to the Company     
making contributions to the ESOP to fund the principal and interest payments.   

  Contributions to the ESOP are accounted for as a contribution expense on
the Company's income statement and are accrued quarterly based upon the expected
annual contribution amount. As quarterly contributions are accrued, the         
corresponding shares are added to weighted average common shares outstanding;   
however, unearned ESOP shares on the Company's Balance Sheet are reduced        
annually following Board approval of the contribution. It is expected that the  
Board will approve a $1.0 million ESOP contribution for fiscal 1997 which would 
result in the release of approximately 135,000 shares of Common Stock from      
unearned ESOP shares.                                                           

    The ESOP uses the contributions to repay amounts due on the ESOP Loan. The
ESOP contribution expense is a net non-cash charge which is added back to net   
income to arrive at cash flows provided by operating activities. As the Company 
makes these non-cash contributions to the ESOP to fund the repayment of the ESOP
Loan, the Company will realize cash tax savings equal to the product of the     
contributions made multiplied by the applicable statutory tax rates in effect at
the time. At November 30, 1996, total future planned contributions to be made to
the ESOP aggregated $10.25 million.                                             

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

INFLATION                                                                       

  The Company does not believe that inflation has had a material effect on
the results of operations during the past three years. There can be no assurance
that the Company's business will not be affected by inflation in the future.    

FORWARD-LOOKING INFORMATION                                                     

     This Prospectus contains forward-looking statements which involve risks and
uncertainties. The Company's actual results could differ materially from those  
anticipated in these forward-looking statements as a result of certain factors, 
including those set forth in the Risk Factors and elsewhere in this Prospectus. 

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BUSINESS
INTRODUCTION                                                                    

   Meade is the leading designer, manufacturer and distributor of telescopes
and accessories for the beginning to serious amateur astronomer. Recognized for 
its expertise in telescope innovation and the superior quality of its products, 
Meade has successfully introduced a wide range of new products, resulting in    
what the Company believes to be the broadest and most complete line of          
telescopes available. The Company offers more than 40 different telescope models
with several different optical configurations, as well as more than 250         
accessory products. The Company's telescopes range in aperture from 2 to 16     
inches and in retail price from less than $100 to $15,000.                      

   Since its founding in 1972, Meade has strived to develop a reputation for
providing the amateur astronomer with technically sophisticated products at     
competitive prices. Meade manufactures the complete line of its advanced        
astronomical telescopes in Irvine, California, including the production of the  
optical systems, which are critical components of telescopes. Combining its     
manufacturing expertise with its dedication to innovation, quality and value,   
Meade has developed and produced some of the industry's most technologically    
advanced consumer telescopes at affordable prices. Although professional and    
institutional applications of Meade's telescopes are not Meade's primary market,
the Company's 8-inch and 10-inch Schmidt-Cassegrain telescopes are used by many 
universities, scientific laboratories and aerospace companies, including the    
University of California, Los Alamos National Laboratory, Lawrence Livermore    
Laboratory, National Radio Astronomy Observatory and NASA/Aames Research. The   
Company has capitalized on its brand name recognition among serious amateur     
astronomers to market successfully its less-expensive telescopes to beginning   
and intermediate amateur astronomers. Meade has become a major supplier of      
telescopes to such retailers as The Nature Company, Service Merchandise, Natural
Wonders, Wal-Mart, J.C. Penney and Discovery Channel Stores. To complement its  
extensive line of telescopes and leverage its distribution system, the Company  
has recently introduced a complete line of binoculars to be sold under the Meade
brand name.                                                                     

Meade was sold by its founder and current Chief Executive Officer to a
private investor in 1986 and was then reacquired by the Company's current senior
management in 1991. After reacquisition, management reemphasized the importance 
of research and development for new products and product enhancements. Recently,
one of Meade's newest products, the ETX Astro Telescope, was the subject of a   
product review in the January 1997 issue of Sky and Telescope and was referred  
to as the "hottest scope ever." Meade also significantly broadened the Company's
less-expensive telescope line and has an exclusive arrangement with the         
Taiwanese Factory to manufacture less-expensive telescopes in accordance with   
the Company's proprietary designs. Meade also has increased the marketing of its
products by aggressively advertising in periodicals directed to amateur         
astronomers and by providing greater support to the Company's dealers, specialty
retailers, foreign distributors, mass merchandisers, and the end users of       
Meade's products. Additionally, Meade publishes a comprehensive, full-color,    
high quality product catalogue which provides significant product exposure.     

In the United States and Canada, the Company distributes its products 
through a network of more than 500 specialty retailers and mass merchandisers,  
which offer Meade's products in more than 1,000 retail store locations. The     
Company also sells certain of its telescope models to selected national mail    
order dealers. Meade sells its products internationally through a network of    
approximately 30 foreign distributors, many of which service retail locations in
their respective countries. International sales accounted for approximately 17% 
of the Company's net sales for the nine months ended November 30, 1996. The     
Company also publishes a comprehensive product catalogue which management       
believes provides extensive exposure for the Company's products.                

 Meade's net sales have increased from $10.1 million for the fiscal year
ended February 28, 1992, to $29.8 million for the fiscal year ended February 29,
1996. During the same period, operating income increased from $437,000 to $3.7  
million before certain charges of $300,000. For the nine months ended November  
30, 1996, Meade generated net sales of $39.0 million and operating income of    
$5.3 million before certain charges of $340,000, compared to $23.5 million and  
$3.1 million, respectively, for the nine months ended Novem-                    

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ber 30, 1995. These represent increases in net sales and operating income before
certain charges of 66.1% and 69.9%, respectively, for the nine month periods.   
See "Selected Financial Information." The Company intends to continue to pursue 
an integrated strategy of product line expansion, aggressive marketing,         
expansion into the binocular market and expansion of the Company's distribution 
network.                                                                        

INDUSTRY OVERVIEW                                                               

     Market-size data for the telescope and binocular industries is difficult to
obtain because many of the companies in the industries are either private or    
subsidiaries or divisions of larger public companies. The Company believes that 
the overall size of the telescope market is driven, in part, by the introduction
of new products.                                                                

The telescope industry is generally divided into two categories (i)   
advanced astronomical telescopes for serious amateur astronomers who consider   
astronomy to be an important leisure activity and (ii) less-expensive telescopes
for beginning to intermediate amateur astronomers. The market for advanced      
astronomical or higher-end telescopes is characterized by frequent technological
developments, including the recent introduction of electronic and computer-aided
features. Serious amateur astronomers demand that the optical, electronic and   
mechanical performance of the telescopes and accessories they purchase be of    
very high quality. This high-end telescope market, while smaller than the       
less-expensive telescope market, continues to drive the technological advances  
in the industry. Management believes that overall consumer awareness is         
increased by the advances made in the high-end telescope market.                

Within the industry, manufacturers generally offer three types of     
telescopes (a) refracting telescopes, which use a lens at the upper end of the  
optical tube to collect light, (b) reflecting telescopes, which use a concave   
mirror as the primary optical element and (c) catadioptric (mirror-lens)        
telescopes, which employ a combination of mirrors and lenses to form the image. 
Each type has its own advantages: refractors are easy to maintain, yield sharp  
images and are relatively inexpensive in smaller apertures; reflectors generally
are the lowest-cost means of purchasing larger apertures and are well suited to 
the intermediate amateur astronomer; and mirror-lens telescopes are more        
portable in larger apertures and are popular among serious amateur astronomers. 

COMPETITIVE STRENGTHS                                                           

  Meade believes that it derives significant benefits from its position as
the leading designer, manufacturer and distributor of telescopes and related    
products. These benefits include its ability to offer its customers one of the  
most innovative, broadest product lines available, embodying both high quality  
and value. The Company attributes its success to the following competitive      
strengths:                                                                      

    New Products/Research and Development.  Meade places a primary emphasis on
product innovation and quality through its research and development efforts. The
Company currently employs seven engineers on-site, developing new products,     
technological advances and improvements to existing products, in an effort to   
remain the industry leader. The Company is able to obtain additional benefits by
out-sourcing certain research and development services to supplement its        
internal expertise. Because of this dedication to research and development, the 
Company has been able to introduce many new products over time and has been able
to take advantage of certain market opportunities as they have occurred. See    
"Business -- Products." Meade believes that the members of its senior level     
management are among the most experienced in the telescope industry. The        
Company's four most experienced officers have been employed in this industry for
an average of more than 21 years. The Company, its management and its employees 
are dedicated to the goal of producing technically superior yet                 
price-competitive products for the amateur astronomer and have been responsible 
for some of the industry's most technically advanced consumer telescopes.       

     Broadest Line of Products.  The Company's strategy has been to leverage its
brand name recognition and reputation for high-end telescopes to facilitate the 
sales of its less-expensive telescopes. As a result, the Company believes it    
currently has the most complete line of telescopes available, including more    
than 40 different telescope models with several different optical configurations
as well as more than 250 accessory products. The Company's telescopes range in  
aperture from 2 to 16 inches and in retail price from less than $100 to $15,000.

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Optical Systems Expertise.  Meade has made substantial investments to 
develop an expertise in optical engineering, providing it with the ability to   
produce high quality optics on-site. Meade employs highly skilled opticians who 
use sophisticated manufacturing techniques and equipment, including specialized 
optical polishing machines and vacuum-coating machines, to produce what the     
Company believes to be the highest quality optics available in the consumer     
telescope market.                                                               

Quality Control.  Meade's manufacturing and engineering personnel     
coordinate the manufacturing process in order to ensure that product quality is 
maintained at a high level within an efficient cost structure. The Company has  
in place quality controls covering all aspects of the manufacturing process of  
its products, from each product's precision optical system to its final assembly
and testing. The Company manufactures all of its high-end advanced telescopes in
its manufacturing facility in Irvine, California, while most of the Company's   
less-expensive telescopes are manufactured for the Company in Taiwan through an 
exclusive arrangement with the Taiwanese Factory. This exclusive arrangement    
provides the Company with the ability to exert control over the telescope       
manufacturing process to ensure the quality and performance of its less-        
expensive products. To support this arrangement, Meade regularly commits one of 
its United States based engineers to the Taiwanese Factory.                     

   Broad Distribution Network.  The Company's sales force works closely with
specialty retailers, distributors and mass merchandisers on product quality,    
technical knowledge and customer service. Meade has its own on-site graphic arts
department to work with specialty retailers, distributors and mass merchandisers
to produce print advertising, hang-tags for displays within retail outlets, and 
other point-of-sale support. This capability provides the Company's customers   
with a comprehensive marketing program to assist in their sales efforts. As a   
result of these efforts, Meade has become a major supplier of telescopes to such
retailers as The Nature Company, Service Merchandise, Natural Wonders, Wal-Mart,
J.C. Penney and Discovery Channel Stores. Meade also has an expanding           
international presence. Its sales to foreign distributors have grown from $3.2  
million for the fiscal year ended February 28, 1994 to $7.5 million for the     
fiscal year ended February 29, 1996. Sales to foreign distributors reached $6.8 
million for the nine months ended November 30, 1996.                            

     Superior Customer Service.  Meade believes that its high levels of customer
service and technical support are important factors that differentiate it from  
its competitors. In an effort to provide each of the Company's customers with   
post-sale service and to relieve them of the burden of such service, Meade has  
established multiple dedicated toll-free telephone numbers so that its customers
and end users can call the Company's support personnel with any questions       
relating to its products. The Company's experience is that product returns from 
first-time telescope users have been historically higher than necessary for the 
industry because such first-time customers are often unfamiliar with assembly   
procedures and telescope operation. The Company believes that providing this    
toll-free assistance reduces product returns by better educating first-time     
users. In addition, in an effort to simplify assembly of the Company's products,
Meade pre-assembles a substantial portion of its telescopes prior to packaging. 
Meade also makes available to telescope owners astronomical software and other  
product enhancements.                                                           

GROWTH STRATEGY                                                                 

Meade's objective is to expand its position in the domestic and       
international marketplace for telescopes and binoculars. The key elements of the
Company's strategy to achieve this objective are as follows:                    

   Expansion of Product Lines.  The Company continually seeks to develop and
introduce new and innovative telescope products and accessories. The Company    
maintains an on-site engineering staff to pursue research and development       
opportunities and to respond quickly to market demands for product modification 
and innovation. Recent new products the Company has introduced include (i) the  
ETX Astro Telescope ("ETX"), (ii) new celestial observation software and (iii)  
enhanced CCD digital cameras that permit the generation of high resolution      
astronomical images from the telescope to a home personal computer. The Company 
believes that the ETX will have a significant impact on certain segments of the 
telescope industry permitting, for the first time, the purchase of a            
high-quality, attractive, portable instrument of sufficient aperture to enable  
the high resolution observation of celestial and terrestrial objects at a       
reasonable price. The                                                           

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ETX, introduced in 1996, at present has a four-month back-order. Other new      
telescopes and existing product upgrades under development are scheduled for    
release in calendar 1997 and 1998.                                              

   Aggressive Marketing.  Meade's marketing philosophy is designed to convey
the quality and value of its products, while communicating the sophistication,  
depth and breadth of selection. Meade advertises in most major domestic and     
international telescope and astronomy related magazines and periodicals with    
comprehensive, full color, technically informative advertisements which present 
a consistent message of innovation and quality about the Company and its        
products. Meade is a regular advertiser in the two largest domestic astronomy   
periodicals, Sky and Telescope and Astronomy, and on average purchases eight    
pages of advertising in every issue of each magazine. The Company plans to      
market and advertise its binoculars in various bird watching and related        
magazines and periodicals during calendar 1997. The Company also works with     
specialty retailers, distributors and mass merchandisers by developing          
hang-tags, print advertisements, catalogue displays and other print media in an 
effort to continually provide customers with a consistent message and to assist 
in their marketing efforts. In addition, the Company publishes a 100-page, full 
color, high quality catalogue that has been a key component of its overall      
marketing strategy. The Company believes this catalogue is the most             
comprehensive and informative catalogue within the industry, with an abundance  
of technical product information.                                               

Expansion into Binocular Market.  To complement its extensive line of 
telescopes, Meade has introduced a complete line of binoculars for the consumer 
market. The Company plans to access its current distribution network for        
telescopes as a means to market its line of binoculars. The Company plans to    
follow its sales practices in the telescope market and provide its mail order   
dealers, specialty retailers, foreign distributors and mass merchandisers with a
complete line of binoculars, from entry level to high-end products, together    
with the same level of marketing and point-of-sale service. See "Risk           
Factors -- New Binocular Line." Meade's objective is to obtain a reputation for 
high quality products in the binocular market, similar to its established       
reputation in the telescope market. As with many of the Company's competitors,  
Meade purchases its binoculars from manufacturers outside the United States.    

Expansion of Distribution Network.  The Company intends to continue to
expand its network of mass merchandisers. For example, in the Spring of 1996,   
Meade added Service Merchandise, and for the Christmas holiday season, Wal-Mart,
to its distribution network for telescopes. The Company intends to market to    
other mass merchandisers as well.                                               

PRODUCTS                                                                        

    While the human eye is limited by its lens diameter, a telescope serves as
a larger "eye," gathering additional light and permitting the observation of    
objects in tremendously increased detail. The most important operative          
characteristic of a telescope in gathering light is its aperture, or diameter,  
rather than its power or magnification. Generally, higher magnification         
increases object resolution, but aperture ultimately determines how much one can
see. Even with the smallest Meade telescopes, one can see clearly and sharply   
many celestial objects, including the ring system of Saturn as well as Saturn's 
largest moon, the distinctive cloud belt structure and four principal moons of  
Jupiter, the moon-like phases of the planet Venus, hundreds of craters and      
mountain ranges on the Moon, and a multitude of deep-space objects.             

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    The table below describes Meade's primary product introductions, principal
features, suggested retail price and year of introduction. Generally, only      
products introduced on or after 1990 continue to be marketed and sold by the    
Company.                                                                        

                                                        [Enlarge/Download Table]

                                              APPROXIMATE                                                
   YEAR                                        SUGGESTED                                                 
INTRODUCED             PRODUCT               RETAIL PRICE                  PRODUCT DESCRIPTION           
----------  -----------------------------  -----------------     ----------------------------------------
                                                                                                         
   1972     Models 200 and 300 Series         $    60-250        2" to 3" small refracting telescopes    
                                                                 imported from Japan. Complete with      
                                                                 tripod and eyepieces on equatorial and  
                                                                 altazimuth mounts.                      
   1977     Model 628 and Model 826           $   400-500        6" and 8" Newtonian reflecting          
                                                                 telescopes on equatorial mounts. The    
                                                                 first telescopes manufactured by Meade. 
   1979     Research Series Models 880,       $1,000-1,700       8", 10" and 12.5" Newtonian reflecting  
            1060 and 1266                                        telescopes. Largest, most sophisticated 
                                                                 mount produced by the Company up to     
                                                                 1979.                                   
   1980     Models 2040 and 2080              $   500-900        4" and 8" fork mounted                  
                                                                 Schmidt-Cassegrain telescopes with      
                                                                 AC-powered worm-gear drive. The         
                                                                 Company's first production Schmidt-     
                                                                 Cassegrain telescopes.                  
   1982     Model 2120                        $     1,700        The Company's first 10"                 
                                                                 Schmidt-Cassegrain telescope.           
   1983     Model 90 Series                   $       300        90 mm Maksutov-Cassegrain spotting      
                                                                 scopes. The Company's first domestically
                                                                 produced small, portable, high quality  
                                                                 spotting scopes.                        
   1984     Model LX3 Series                  $     1,400        8" and 10" Schmidt-Cassegrain telescopes
                                                                 with integrated electronic drive systems
                                                                 to automatically track objects in the   
                                                                 sky. The Company's first DC-powered     
                                                                 electronically driven                   
                                                                 Schmidt-Cassegrains.                    

   1986     SALE OF COMPANY BY THE FOUNDING STOCKHOLDER                                                  

   1988     Model LX6 Series                  $     1,600        The Company's first 8" and 10" Schmidt- 
                                                                 Cassegrain telescopes featuring         
                                                                 microprocessor control. The Company's   
                                                                 first telescopes to feature digital     
                                                                 read-out of telescope position and      
                                                                 Smart-Drive permanent periodic error    
                                                                 control.                                
   1990     Models 226, 289 and 4450          $   150-300        The Company's first 60mm refracting and 
                                                                 114mm reflecting telescopes purchased   
                                                                 from the Taiwanese Factory.             

   1991     REACQUISITION OF COMPANY BY THE FOUNDING STOCKHOLDER AND SENIOR MANAGEMENT                   

   1992     Models 390, 395 and 4500          $   400-600        The Company's first 90mm refracting and 
                                                                 114mm deluxe reflecting telescopes      
                                                                 purchased from the Taiwanese Factory.   
                                                                 6", 8", 10" and 16" Newtonian reflecting
                                                                 telescopes on equatorial mounts.        

            Starfinder Equatorial Series      $   500-800        Redesign of the Company's Newtonian     
                                                                 telescopes. They have since been        
                                                                 upgraded to include a DC-powered        
                                                                 cordless drive system to track objects  
                                                                 in their paths across the sky.          


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                                              APPROXIMATE                                             
   YEAR                                        SUGGESTED                                              
INTRODUCED             PRODUCT               RETAIL PRICE               PRODUCT DESCRIPTION           
----------  -----------------------------  -----------------  ----------------------------------------
                                                                                                      
   1992     8" and 10" LX200 Models             $2,000-3,000  8" and 10" Schmidt-Cassegrain           
 (Cont.)                                                      computerized telescopes with built-in   
                                                              747 celestial object library (later     
                                                              updated to 64,350 objects) and automatic
                                                              go-to capabilities. The Company's first 
                                                              computerized telescopes with go-to      
                                                              capabilities and an object database.    

            Model ED Refractor Series      $    2,500-5,000   ED (Extra-low Dispersion) apochromatic  
                                                              refractors with automatic slewing and   
                                                              go-to capabilities. This line includes  
                                                              4", 5", 6" and 7" telescopes.           

   1993     Starfinder Dobsonian Series    $      300-1,200   6", 8", 10", 12.5" and 16" Newtonian    
                                                              reflecting telescopes on Dobsonian      
                                                              mounts. The Company's first large       
                                                              Newtonian telescopes on a simple        
                                                              altazimuth mount.                       

            12" LX200 Model                $          4,000   12" Schmidt-Cassegrain computerized     
                                                              telescope.                              

   1994     16" LX200 Model                $         15,000   16" Schmidt-Cassegrain computerized     
                                                              telescope.                              

            CCD Autoguider/Imagers         $      400-6,000   Digital imaging equipment. Allows user  
                                                              to image celestial objects in a fraction
                                                              of the time required with traditional   
                                                              astrophotography equipment.             

   1995     Model LX50 Series              $    1,200-2,000   7" Maksutov-Cassegrain and 8" and 10"   
                                                              Schmidt-Cassegrain, DC-powered variable 
                                                              speed (to guide and center) telescopes. 

            Saturn, Polaris, Infinity and  $        100-300   60mm refracting and 114mm reflecting    
            Telestar Models                                   telescopes customized for distribution  
                                                              through speciality retailers and mass   
                                                              merchandisers.                          

            7" Model LX200                 $          3,000   7" Maksutov-Cassegrain computerized     
                                                              telescope.                              

   1996     Epoch 2000                     $        150-200   Celestial and image processing software 
                                                              for use with Meade's computerized       
                                                              telescopes and certain other telescopes.

            8" Model LX10                  $          1,000   8" Schmidt-Cassegrain, DC-powered       
                                                              replacement of the Company's original   
                                                              model 2080 telescope.                   

            Magellan I and II              $        300-500   Computer-assisted telescope pointing    
                                                              systems.                                

            ETX Astro Telescope            $            500   90mm Maksutov-Cassegrain telescope.     
                                                              Recognized for its optical quality and  
                                                              portability at an affordable price.     

            Binoculars                     $         50-450   The Company's introduction of a full    
                                                              line of general consumer binoculars.    


     Meade has developed and expanded its product line to include a full line of
telescopes and accessories for the beginning, intermediate and serious amateur  
astronomer. Moreover, in addition to adding new products, the Company           
continually refines and improves its existing products. Certain of Meade's      
products are described in greater detail below:                                 

    LX Series Telescopes.  Among the Company's most sophisticated products are
its Schmidt-Cassegrain and Maksutov-Cassegrain telescopes, which incorporate an 
optical system that provides high-quality resolution, contrast and light        
transmission. The model LX200 telescopes, available in 7, 8, 10, 12 and 16-inch 
apertures, are the most popular of the Company's telescopes among serious       
amateur astronomers. The LX200 telescopes feature a built-in computer library of
64,350 celestial objects. These objects are catalogued in the Company's         
proprietary hand-held keypad electronic command center, which operates the      
computerized control system for the LX200 telescopes. By entering any of the    
celestial objects into the keypad, the telescope                                

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automatically locates and tracks the selected object. The LX series telescopes  
represented approximately 2% of telescope units shipped and approximately 22% of
the Company's net sales for the nine months ended November 30, 1996.            

Entry-Level Small Refracting and Reflecting Telescopes.  Designed     
specifically for the beginning to intermediate amateur astronomer or terrestrial
observer, the Company's less-expensive 60mm to 114mm refracting and reflecting  
telescopes include some of the features of the more advanced telescopes at      
economical prices. The Company also offers several variations of its small      
refracting and reflecting telescopes for distribution on an exclusive basis of  
selected models to specific specialty retailers. These telescope models comprise
the lower-price end of the Company's product line. Sales of these telescopes    
comprised over 90% of the Company's telescope units shipped and approximately   
50% of the Company's net sales for the nine months ended November 30, 1996.     

 ETX Series Telescopes.  One of the Company's newest products is the ETX
Astro Telescope. The ETX is a Maksutov-Cassegrain telescope that has opened new 
markets for beginning, intermediate and serious amateur astronomers by          
permitting, for the first time, the purchase of a high-quality, portable        
instrument of sufficient aperture to enable high resolution observation of      
celestial and terrestrial objects at a reasonable price. There is currently a   
four-month back-order for the ETX.                                              

Starfinder Telescopes.  The Starfinder Equatorial/Dobsonian Reflecting
telescopes were introduced by the Company beginning in 1992 and have been well  
received by the serious amateur market. These telescopes are economically priced
and offer views of a wide range of celestial objects. The Starfinder series of  
telescopes represented approximately 1% of telescope units shipped and          
approximately 4% of the Company's net sales for the nine months ended November  
30, 1996.                                                                       

   CCD Autoguider/Imagers.  Another of the Company's newest product lines is
its CCD Autoguider/ Imagers. CCD technology allows users to create and transfer 
high-resolution astronomical digital images directly from their telescope to a  
home personal computer. This product has become increasingly popular as an      
alternative to traditional astrophotography using conventional photographic     
equipment, which requires longer exposure times.                                

  Binoculars.  The Company recently introduced a complete line of consumer
binoculars that will initially be sold through the Company's existing           
distribution network. The binoculars sold by the Company are purchased from     
manufacturers outside the United States.                                        

     Accessories.  The Company also offers accessories for each of its telescope
series which range from additional eyepieces and camera adapters to celestial   
observation software. Approximately 250 accessory products are currently        
available from the Company. Sales of accessories represented approximately 9% of
the Company's net sales for the nine months ended November 30, 1996.            

SALES AND MARKETING                                                             

The Company's telescopes and accessories are sold through a domestic  
network of mail order dealers, specialty retailers and mass merchandisers and   
through an international network of foreign distributors. The Company's high-end
products are generally sold through mail order retailers or single and multiple 
location specialty retailers, while Meade's less-expensive products are sold in 
a similar manner but are also sold through mass merchandisers. The Company      
maintains direct contact with its larger domestic dealers and foreign           
distributors through the Company's sales professionals. A network of independent
representatives is used to maintain contact with its smaller specialty          
retailers.                                                                      

The Company's sales force works closely with its dealers, specialty   
retailers, distributors and mass merchandisers on product quality, technical    
knowledge and customer service. The Company employs five persons in sales       
positions, all of whom have significant industry experience. These individuals  
advise the Company's specialty retailers about the quality features of the      
Company's products and provide answers to questions from specialty retailers as 
well as directly from amateur astronomers. The Company stresses service to both 
its customers and end users by providing marketing assistance in the form of    
hang-tags, catalogue layouts and other print media and dedicated toll free      
customer service telephone numbers. The Company                                 

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believes toll free telephone numbers help reduce the number of product returns  
from end users who are generally unfamiliar with the assembly and operation of  
telescopes. In an effort to further simplify assembly and use of the Company's  
products, Meade pre-assembles a substantial portion of its telescopes prior to  
packaging. See "Business -- Competitive Strengths -- Superior Customer Service."
The Company's products are regularly advertised in most major domestic and      
international telescope and astronomy-related magazines and periodicals with    
comprehensive, full color, technically informative advertisements which present 
a consistent message of innovation and quality about the Company and its        
products. The Company's dedication to providing a high level of customer service
is one factor that management believes sets Meade apart from its competition.   

In an effort to gain additional expertise in the binocular market, the
Company recently hired R. Daniel George, the Company's Vice President -- Sports 
Optics, from Bushnell, where he worked for 18 years in several senior sales     
management positions.                                                           

   The chart below shows the distribution of the Company's net sales for the
fiscal years ended February 28, 1994 and 1995, and February 29, 1996, and for   
the nine months ended November 30, 1996, based on dollar value by the type of   
distribution channel employed.                                                  

LOGO

CUSTOMERS                                                                       

 The Company markets its products domestically through a network of mail
order dealers, specialty retailers and mass merchandisers and internationally   
through a network of foreign distributors. Included among the Company's         
customers are the following retail outlets, mass merchandisers and foreign      
distributors: The Nature Company, Natural Wonders, Service Merchandise, MIC     
International Corp. (Japan), Astrocom GmbH (Germany), Wal-Mart, J.C. Penney,    
Sears Canada and Discovery Channel Stores.                                      

     During fiscal 1996, the Company sold its products to mail order dealers and
to more than 500 specialty retailers and mass merchandisers which offer Meade's 
products in over 1,000 retail store outlets. During that period, The Nature     
Company, the Company's largest customer, accounted for approximately 12.4% of   
the Company's net sales. The Company's seven largest customers, in the          
aggregate, accounted for approximately 47.0% of the Company's net sales in      
fiscal 1996. See "Risk Factors -- Customer Concentration." Discovery            
Communications, Inc., the parent company of Discovery Channel Stores, has       
acquired The Nature Company.                                                    

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OPERATIONS                                                                      

Facilities.  The Company's manufacturing and corporate operations are 
located in a 57,000 square foot building in Irvine, California. The Company also
leases a separate 27,000 square foot distribution center in Irvine, California. 
The Company has executed an agreement to consolidate and expand its operations  
into a new 161,000 square foot facility also located in Irvine, California.     

    Materials and Supplies.  The Company purchases high grade optical glass in
order to avoid imperfections that can degrade optical performance. Lenses and   
mirrors for the Company's domestically manufactured telescopes are individually 
polished and hand-figured by a master optician to achieve a high level of       
resolution. The Company purchases metal telescope components from numerous      
foundries, metal stamping and metal working companies. The Company's LX200      
series telescopes require additional installation of the computerized drive and 
celestial object database circuit board. The components of the board are        
purchased from various suppliers and assembled by third party vendors and by    
certain of the Company's manufacturing personnel. The boards are installed at   
the Company's manufacturing facility and undergo a rigorous burn-in period prior
to shipment to customers.                                                       

Polishing and Hand Figuring. After a Schmidt-Cassegrain,              
Maksutov-Cassegrain, ED-refractor or Newtonian glass surface is fine ground, the
mirror or lens is polished for up to 16 hours to obtain full transmission or    
reflectivity. It is at this point that the Company's opticians perform the final
lens or mirror shaping (a process called figuring).                             

     Optical Testing. As each of the Company's ED-refractor, Maksutov-Cassegrain
optical set, Schmidt-Cassegrain optical set, or parabolic Newtonian primary     
mirror progresses through the grinding, polishing and hand-figuring stages of   
development, it is repeatedly tested and retested for irregularities, smoothness
of figure and correction.                                                       

Optical Alignment and Centration. Finished, individually-matched      
Maksutov-Cassegrain and Schmidt-Cassegrain optical sets and matched ED-refractor
doublet objective lenses are sent to the optical alignment and centration       
department, where each optical set is placed into a special optical tube that   
permits rotation of the optical elements about their optical axes. With optimal 
orientation fixed, each optics set is placed into machined housings of an       
optical tube or collimation lens cell. The optical system is once again tested  
and only after passing this final test is an optical tube system ready to be    
used.                                                                           

Most of the Company's less-expensive telescopes are manufactured      
exclusively for the Company in Taiwan. Since 1990, the Company has worked       
closely with the Taiwanese Factory, developing proprietary telescope designs and
instructing the Taiwanese Factory's personnel in the production of telescopes   
that meet the Company's quality standards. In January 1995, in order to assure a
reliable flow of products to meet the Company's increasing requirements, and in 
order to ensure the Company would be able to exert sufficient control over the  
manufacturing process and thus ensure that its quality standards are maintained,
the Company and the Taiwanese Factory entered into a supply agreement wherein   
the Taiwanese Factory agreed to manufacture telescopes exclusively for sale     
through Meade and wherein Meade agreed to purchase essentially all of its       
less-expensive telescopes from the Taiwanese Factory. The Company owns the      
majority of the designs and optical machine tooling used by the Taiwanese       
Factory and regularly sends manufacturing and engineering personnel to the      
manufacturing facility in Taiwan to ensure that high quality telescopes are     
produced.                                                                       

COMPETITION                                                                     

     The telescope and binocular industries are highly competitive and sensitive
to consumer needs and preferences. In the telescope market, Meade competes in   
the United States and Canada with Celestron, Bushnell, Tasco and Simmons and, to
a lesser extent, with other significantly smaller companies which service niche 
markets. In Europe and Japan, the Company competes primarily with Celestron and 
Vixen Optical Industries, Ltd. and with other smaller regional telescope        
importers and manufacturers. In addition, some of the Company's current and     
potential competitors in the telescope market may possess greater financial or  

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technical resources and competitive cost advantages due to a number of factors, 
including, without limitation, lower taxes and substantially lower costs of     
labor associated with manufacturing.                                            

In the binocular market, which is generally more competitive than the 
telescope market, with a greater number of competitors at each price point, the 
Company competes primarily with Bushnell, Nikon Inc., Canon Inc., Minolta       
Camera, Co., Ltd., Pentax Corporation, Tasco, Simmons and various smaller       
manufacturers and resellers. Many of these competitors in the binocular market  
have significantly greater brand name recognition and financial and technical   
resources than those of the Company, and many have long-standing positions,     
customer relationships and established brand names in their respective markets. 
See "Risk Factors -- Competition."                                              

EMPLOYEES                                                                       

 As of December 31, 1996, Meade had 240 full-time employees. The Company
believes that it offers competitive compensation and other benefits and that its
employee relations are good. None of the Company's employees is represented by a
union. The success of the Company's future operations depends in large part on  
the Company's ability to attract and retain highly skilled technical, marketing 
and management personnel. There can be no assurance that the Company will be    
successful in attracting and retaining key personnel.                           

In order to enable its employees to share in the Company's growth and 
prosperity, Meade established the ESOP, effective March 1, 1996. The ESOP       
provides participating employees an opportunity to receive beneficial ownership 
of Meade's Common Stock.                                                        

PROPERTIES                                                                      

The Company leases a 57,000 square foot manufacturing and corporate   
facility and a separate 27,000 square foot distribution center, each located in 
Irvine, California. The lease for the manufacturing and corporate facility      
expires in March 2000 and the lease for the distribution center expires in      
October 1997. In December 1996, the Company executed a ten year lease agreement 
for a new 161,000 square foot facility also located in Irvine, California that  
the Company expects to occupy in the third quarter of fiscal year 1998. The     
Company believes there will be no material expenses incurred in connection with 
the termination of the Existing Leases because (i) the Company intends to       
sublease its manufacturing and corporate facility and (ii) the distribution     
facility lease terminates in October 1997.                                      

LITIGATION                                                                      

   The Company is involved from time to time in litigation incidental to its
business. Management believes that the outcome of current litigation will not   
have a material adverse effect on the Company.                                  

    Prior to the reacquisition of the Company by certain members of its senior
management, Meade agreed to be bound by the provisions of an order ("Order") of 
the United States Federal Trade Commission ("FTC") prohibiting the Company from 
making certain acquisitions. The Order provides that Meade shall not acquire,   
without the prior approval of the FTC, any stock, equity interest or assets,    
other than purchases of manufactured product in the ordinary course of business,
of any company engaged in the manufacture or sale of Schmidt-Cassegrain         
telescopes with apertures of 8 to 11 inches in the United States. The Order is  
effective until August 30, 2001.                                                

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES                                 

     The Board of Directors is divided into three classes: Class I, Class II and
Class III. After his initial term, each director serves for a term ending after 
the third annual meeting following the annual meeting at which such director is 
elected and until his successor is elected. The terms of office of directors in 
Class I, Class II and Class III end after the annual meetings of stockholders of
the Company in 1998, 1999 and 2000, respectively. See "Description of Capital   
Stock -- Application of the California General Corporation Law to Delaware      
Corporations." The following table sets forth information for the directors,    
executive officers and certain key employees of the Company as of November 30,  
1996:                                                                           

                                                        [Enlarge/Download Table]

              NAME                 AGE                       POSITION                     
---------------------------------  ---  --------------------------------------------------
                                                                                          
John C. Diebel...................  53   Chairman of the Board and Chief Executive Officer 
Steven G. Murdock................  45   President and Chief Operating Officer, Director   
Joseph A. Gordon, Jr.............  46   Senior Vice President of North American Sales,    
                                        Director                                          
Ronald Ezra......................  46   Chief Engineer                                    
Brent W. Christensen.............  37   Vice President -- Finance and Chief Financial     
                                        Officer                                           
Kenneth Baun.....................  48   Vice President -- Engineering                     
Robert Wood......................  35   Vice President -- Manufacturing                   
R. Daniel George.................  51   Vice President -- Sports Optics                   
            (1)(2)(3)............       Future Director                                   
            (1)(2)(3)............       Future Director                                   

---------------                                                                 
(1) Member of the Compensation Committee                                        

(2) Member of the Audit Committee                                               

(3) Each individual named as a Future Director in the table has been elected as 
    a Director of the Company effective upon the completion of this Offering and
has consented to be named as such herein.                               

 John C. Diebel founded Meade Instruments Corp. in 1972. He has been the
Chairman of the Board and Chief Executive Officer of the Company for the        
majority of the time since December 1975. Prior to founding the Company, Mr.    
Diebel worked as an engineer for TRW Inc. and Hughes Aircraft Co. Mr. Diebel    
graduated from the California Institute of Technology with BS and MS degrees in 
electrical engineering and received his Ph.D. degree in electrical engineering  
from the University of Southern California.                                     

Steven G. Murdock has been the Company's President and Chief Operating
Officer since October 1990. From May 1980 to October 1990, Mr. Murdock was the  
Company's Vice President of Optics. From November 1968 to May 1980, Mr. Murdock 
worked as the optical manager for Coulter Optical, Inc., an optics manufacturer.
Mr. Murdock received his BS degree in business administration from California   
State University at Northridge.                                                 

     Joseph A. Gordon, Jr. has been the Company's Senior Vice President of North
American Sales since June 1995. From December 1984 to June 1995, he worked as   
the Company's Vice President of North American Sales. From January 1981 to      
December 1984, Mr. Gordon was the Vice President of Sales at Celestron. Mr.     
Gordon graduated from the University of Cincinnati with a BS degree in          
marketing.                                                                      

 Ronald Ezra has been the Company's Chief Engineer since June 1995. From
1976 to June 1995, Mr. Ezra held various positions at the Company including     
Project Engineer, Manufacturing Manager and Vice President -- Engineering. Mr.  
Ezra received his BS degree in electrical engineering from California State     
University at Long Beach.                                                       

     Brent W. Christensen has been the Company's Vice President -- Finance since
June 1995 and Chief Financial Officer since April 1996. From August 1993 to June
1995, he worked as the Company's controller. Mr. Christensen is a Certified     
Public Accountant, and from January 1985 to August 1993, he worked as an        

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audit manager with Ernst & Young LLP. Mr. Christensen received his BA degree in 
business administration from California State University at Fullerton.          

 Kenneth Baun has been the Company's Vice President -- Engineering since
June 1995. From March 1995 to June 1995, he worked as an engineering manager for
the Company. From 1991 to 1995, Mr. Baun was the President of Summit Instruments
Corp., a producer of disk drive test equipment. In addition, from 1973 to 1980, 
Mr. Baun worked as an engineering department manager at UNISYS. Mr. Baun        
received his BA degree in electrical engineering and his MS degree in computer  
science from the University of California at Los Angeles.                       

  Robert Wood has been the Company's Vice President -- Manufacturing since
June 1995. From March 1991 to June 1995, he was the Company's Manager-Optics.   
From October 1988 to March 1991, he worked as a project engineer for the        
Company. Mr. Wood received his BS degree in electronics engineering technology  
from Brigham Young University.                                                  

 R. Daniel George has been the Company's Vice President -- Sports Optics
since February 1996. From 1978 to February 1996, he was employed by Bushnell    
Optical Co., holding several sales management positions including regional sales
manager and sales planning manager. Mr. George received his BS degree in        
Business Administration from California State University at Long Beach.         

DIRECTORS                                                                       

    The Certificate of Incorporation divides the Board of Directors into three
classes of directors serving staggered three-year terms. As a result,           
approximately one-third of the Board of Directors will be elected at each annual
meeting of stockholders. All directors hold office until their respective terms 
expire and until their successors have been duly elected and qualified or until 
such director's earlier resignation or removal. Officers serve at the discretion
of the Board of Directors. See "Management -- Directors, Executive Officers and 
Key Employees."                                                                 

COMMITTEES OF THE BOARD OF DIRECTORS                                            

     The Company will have an Audit Committee and a Compensation Committee, each
of which will be comprised of outside directors. The Audit Committee's functions
will include recommending to the Board of Directors the engagement of the       
Company's independent accountants, reviewing with such accountants the plan and 
results of their examination of the Financial Statements. The Compensation      
Committee will review and make recommendations with respect to compensation of  
officers and key employees, including the grant of options or other awards under
the Company's Stock Incentive Plan. See "Management -- Benefit Plans -- 1997    
Stock Option Plans."                                                            

DIRECTORS' FEES                                                                 

     Directors who also are employees of the Company are reimbursed for expenses
incurred in attending Board or Committee meetings but do not otherwise receive  
compensation for serving as directors of the Company. Each director who is not  
an employee of the Company is entitled to receive (i) an annual fee of $5,000   
for his services as a director, (ii) a fee of $750 for each Board or Committee  
meeting attended, (iii) 5,000 options to purchase Common Stock upon his initial 
election to the Board together with an additional grant of 5,000 options on the 
date of each annual meeting of stockholders preceeding a year in which such     
director will continue in office and (iv) reimbursement for expenses incurred in
attending Board or Committee meetings.                                          

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

   During fiscal 1996, all matters concerning executive officer compensation
were addressed by the entire Board of Directors. The Company did not have a     
Compensation Committee in fiscal 1996. John C. Diebel was both a director and an
executive officer of the Company during the fiscal year ended February 29, 1996.
See "Management -- Directors, Executive Officers and Key Employees."            

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EXECUTIVE COMPENSATION                                                          

The following table provides certain summary information concerning   
compensation paid to the Company's Chief Executive Officer and to the other four
most highly compensated executive officers of the Company who were serving as   
executive officers during the fiscal year ended February 29, 1996 (together with
the Company's Chief Executive Officer, the "Named Officers").                   

                                                        [Enlarge/Download Table]

                                                               ANNUAL                           
                                                         COMPENSATION(1)(2)                     
                                                         -------------------                    
                                                         SALARY       BONUS         ALL OTHER   
           NAME AND PRINCIPAL POSITION             YEAR  ($)(3)        ($)       COMPENSATION(4)
-------------------------------------------------  ----  -------     -------     ---------------
                                                                                                
John C. Diebel...................................  1996  399,000(5)       --          1,600     
  Chairman of the Board and Chief Executive                                                     
     Officer                                                                                    
Steven G. Murdock................................  1996  223,000          --             --     
  President and Chief Operating Officer                                                         
Joseph A. Gordon, Jr. ...........................  1996  124,000          --            700     
  Senior Vice President of North American Sales                                                 
Ronald Ezra(6)...................................  1996  108,000          --          1,100     
  Chief Engineer                                                                                
Brent W. Christensen.............................  1996   79,000     160,000(7)         800     
  Vice President -- Finance, Chief Financial                                                    
     Officer                                                                                    

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

(1) The aggregate amount of perquisites and other personal benefits, securities 
 or property paid to each of the Named Officers during fiscal 1996 did not
    exceed the lesser of 10% of such officer's total annual salary and bonus for
   fiscal 1996 or $50,000. Therefore, any such amounts are not included in the
table.                                                                  

(2) In connection with the formation of the ESOP, Messrs. Diebel, Murdock,      
  Gordon and Ezra will be paid an aggregate contractual bonus for the fiscal
year ended February 28, 1997 of $340,000. See "Selected Financial       
Information."                                                           

(3) Mr. Diebel's annual base salary for fiscal 1998 will be $295,000 and he will
be eligible for a bonus to be determined by the Compensation Committee. 

(4) Contribution by the Company in the name of the individual under the         
Company's 401(k) Plan.                                                  

(5) As of the completion of this Offering, Mr. Diebel's annual base salary will 
be $295,000. See "Management -- Employment Agreements."                 

(6) Mr. Ezra is no longer an executive officer of Meade, but he continues to be 
a key employee of the Company.                                          

(7) Includes a one-time contractual bonus of $150,000 accrued in connection with
the Company's recapitalization effected in April 1996. See "Selected    
Financial Information."                                                 

BENEFIT PLANS                                                                   

Employee Stock Ownership Plan. The Board of Directors adopted the ESOP
effective March 1, 1996. The purpose of the ESOP is to enable participating     
employees to share in the growth and prosperity of the Company and to provide an
opportunity for participating employees to accumulate capital for their future  
economic advantage by receiving beneficial ownership of the Company's stock in  
proportion to their relative compensation. The ESOP is intended to be a stock   
bonus plan that is qualified under Section 401(a) of the Internal Revenue Code  
of 1986, as amended (the "Code"). Except for certain officers of the Company and
their families, all employees who have completed at least 1,000 hours of service
on an annual basis are eligible to participate in the ESOP. Generally, a        
participant becomes fully vested in contributions to the ESOP upon completion of
five years of service with the Company or its affiliates (including service     
prior to the adoption of the ESOP).                                             

To establish the ESOP, the Company borrowed from certain lending      
institutions and raised capital through the sale of its Redeemable Preferred    
Stock, and then loaned a portion of such funds to the ESOP to allow it to       
purchase 1,500,000 shares of the Company's Series B Common Stock from the       
Company's                                                                       

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stockholders. See "Certain Transactions." As the Company makes contributions to 
the ESOP, the ESOP pays its indebtedness owed to the Company. As of November 30,
1996, the outstanding amount of the ESOP's indebtedness to the Company was      
approximately $10.0 million. Distributions from the ESOP are generally made to  
participants only following termination of employment. Shares of Common Stock   
allocated to participants' accounts are voted in the manner directed by such    
participants, and the ESOP Committee directs the voting of unallocated shares   
and shares for which participants do not provide voting instructions.           

1997 Stock Incentive Plan. In February 1997, the Company and its      
stockholders adopted the Company's 1997 Stock Incentive Plan (the "Plan"). The  
Plan provides a means to attract and retain key employees (including officers,  
whether or not directors) of the Company and its subsidiaries and promote the   
success of the Company.                                                         

Under the Plan, awards consist of any combination of stock options    
(incentive or nonqualified), restricted stock, stock appreciation rights        
("SARs") and performance share awards. The number of shares of Common Stock that
may be issued under the Plan is 750,000. Awards under the Plan may be made to   
any officer or key employee of the Company and to consultants to the Company    
whether or not such consultants are employees.                                  

  Participants in the Plan are selected by the Compensation Committee. The
Compensation Committee is selected by the Board of Directors and is empowered to
determine the terms and conditions of each award made under the Plan, subject to
the limitations that the exercise price of incentive stock options cannot be    
less than the fair market value of the Common Stock on the date of grant (110%  
if granted to an employee who owns 10% or more of the Common Stock), and no     
incentive stock option can be granted to anyone other than an employee of the   
Company or its subsidiaries. Non-qualified stock options may be granted under   
the Plan with an exercise price determined by the Compensation Committee.       
Options granted under the Plan may be exercised as determined by the            
Compensation Committee, but in no event after ten years from the date of grant. 
Incentive stock options that are granted to an employee who owns 10% or more of 
the Common Stock may not be exercised after five years from the date of grant.  

    Restricted stock awards may be granted on the basis of such factors as the
Compensation Committee deems appropriate. Each restricted stock award agreement 
shall specify the number of shares of Common Stock to be issued, the date of    
such issuance, the price, if any, to be paid for such shares by the participant,
whether and to what extent the cash consideration paid for such shares shall be 
returned upon a forfeiture and the restrictions imposed on such shares. Shares  
subject to restricted stock awards are nontransferable until such shares have   
vested and are subject to a risk of forfeiture unless certain conditions are    
satisfied.                                                                      

  SARs may be granted in connection with stock options or separately. SARs
granted in connection with stock options will provide for payments to the holder
based upon increases in the price of the Common Stock over the exercise price of
the related option on the exercise date. The SARs may provide that the holder of
the SARs may exercise the SARs or the option in whole or in part. The           
Compensation Committee may elect to pay SARs in cash or in Common Stock or in a 
combination of cash and Common Stock. The Compensation Committee may also grant 
limited SARs exercisable only upon or in respect of a change in control or any  
other specified event ("Limited SARs"). The Limited SARs may relate to or       
operate in tandem with other SARs, options or other awards under the Plan.      

     Performance share awards may be granted on the basis of such factors as the
Compensation Committee deems appropriate. Generally, these awards will be based 
upon specific agreements and will specify the number of shares of Common Stock  
subject to the award, the price, if any, to be paid for such shares by the      
participant and the conditions upon which the issuance to the participant will  
be based.                                                                       

 Special performance-based share awards ("Performance-Based Awards") may
also be granted to executive officers of the Company. The Performance-Based     
Awards will be based upon the degree of                                         

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achievement of certain performance goals relative to pre-established levels for 
the Company as selected by the Compensation Committee in its discretion.        

  Options and SARs, which have not yet become exercisable, will lapse upon
the date a participant is no longer employed by the Company for any reason.     
Options and SARs which have become exercisable must be exercised within three   
months after such date if the termination of employment was for any reason other
than retirement, total disability, death or discharge for cause. In the event a 
participant is discharged for cause, all options and SARs shall lapse           
immediately upon such termination of employment. If the termination of          
employment was due to total disability or death, the options and SARs, which are
exercisable on the date of such termination, must be exercised within twelve    
months of the date of such termination or such shorter period provided in the   
award agreement. If the termination of employment was due to retirement, the    
non-qualified stock options, which are exercisable on the date of such          
termination, must be exercised within twelve months of such date and the        
incentive stock options, which are exercisable on the date of such termination, 
must be exercised within three months of such date, or such shorter periods as  
may be provided in the award agreement. Shares subject to restricted stock      
awards that have not become vested upon the date a participant is no longer     
employed by the Corporation for any reason will be forfeited in accordance with 
the terms of the related award agreements. With respect to performance share    
awards, the Committee may provide for full or partial credit in the event the   
participant is no longer employed by the Company for any reason.                

The Plan also provides for the automatic granting of stock options to 
non-employee directors. Each time a new non-employee director is elected, a     
stock option to purchase 5,000 shares of Common Stock will be automatically     
granted to such non-employee director at the then fair market value of the      
Common Stock. In addition, non-employee directors will receive an additional    
grant of 5,000 options on the date of each annual meeting of stockholders       
(commencing in 1998) preceding a year in which such director will continue in   
office. All options granted to non-employee directors will be non-qualified     
stock options. The option exercise price will be the fair market value of the   
Common Stock as of the date of the grant.                                       

In the event the stockholders of Company approve the dissolution or   
liquidation of the Company, certain mergers or consolidations, or the sale of   
substantially all of the business assets of the Company, unless prior to such   
event the Board of Directors determines that there shall be either no           
acceleration or limited acceleration of awards, each option and related SAR     
shall become immediately exercisable, restricted stock shall immediately vest   
and the number of shares covered by each performance share award shall be issued
to the participant.                                                             

EMPLOYMENT AGREEMENTS                                                           

   The Company has employment agreements with Messrs. John C. Diebel, Steven
G. Murdock, Joseph A. Gordon, Jr., and Ronald Ezra (the "Senior Management").   
Each of the employment agreements has a term of one year which is automatically 
extended on a daily basis such that the remaining term of the agreement shall at
all times be one full year. The agreements provide for the payment of an annual 
base salary of $400,000 to Mr. Diebel, $225,000 to Mr. Murdock, $125,000 to Mr. 
Gordon and $100,000 to Mr. Ezra. The fiscal 1997 annual base salary for Mr. Ezra
has been reduced to $75,000. The fiscal 1998 annual base salary for Mr. Diebel  
has been reduced to $295,000 and he will be eligible for a bonus to be          
determined by the Compensation Committee. Annual base salaries will be reviewed 
annually by the Company's Compensation Committee of the Board of Directors. The 
Senior Management is also entitled to participate in and be covered by all      
health, insurance, pension and other employee plans and benefits currently      
established for the employees of the Company. In addition, the agreements       
provide the Senior Management vacation benefits of three weeks per year and     
reimbursement of all business expenses. If the Company terminates a Senior      
Management member's employment without cause or as a result of a disability, or 
if a Senior Management member terminates his employment under certain           
circumstances set forth in the agreement, then the member of Senior Management  
shall be entitled to continuation of employee benefits and salary continuation  
for a period equal to the remainder of the term of his agreement. In addition,  
Senior Management may not compete with the Company or solicit its customers,    
employees, agents or independent contractors during the term of the agreement.  
The Company does not currently have a bonus plan for its executive officers,    
however, the Company intends to adopt such a plan for the 1998 fiscal year.     

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CERTAIN TRANSACTIONS

    On April 23, 1996, pursuant to an Exchange Agreement among the Company and
Messrs. John C. Diebel, Steven G. Murdock, Joseph A. Gordon, Jr., and Ronald    
Ezra (collectively, the "Stockholders"), the Stockholders exchanged their shares
of Common Stock for 2,571,361 shares of Series A Common Stock and 1,500,000     
shares of Series B Common Stock in order to facilitate their sales of Series B  
Common Stock to the ESOP. Immediately following such exchange, under the Meade  
Redemption Agreement, among the Stockholders and the Company, the Company       
repurchased in the aggregate 71,361 shares of Series A Common Stock from the    
Stockholders, at the price of $3.50 per share (an aggregate purchase price of   
$250,000).                                                                      

   On April 23, 1996, the Company loaned the ESOP $11.0 million, which funds
were used by the ESOP to purchase a total of 1,500,000 shares of Series B Common
Stock from the Stockholders, at a price of $7.33 per share (an aggregate        
purchase price of $11.0 million). This transaction was structured in a manner   
intended to permit any of the Stockholders who so elected to receive tax        
deferred treatment on any gain from the sale under Section 1042 of the Code.    

     In connection with the ESOP's purchase of the Stockholders' Series B Common
Stock, pursuant to a Securities Purchase Agreement, dated April 23, 1996, the   
Company issued and sold 1,000 shares of Redeemable Preferred Stock to Churchill 
for an aggregate purchase price of $6.0 million. In addition, the Company issued
to Churchill a Series A Common Stock Warrant covering 1,000,000 shares of Series
A Common Stock for an aggregate exercise price of $10,000, which Churchill      
exercised in full immediately after the closing of Churchill's purchase of the  
Redeemable Preferred Stock.                                                     

    On April 23, 1996, the Company repaid the then outstanding $2.0 million of
indebtedness (together with the interest accrued thereon) owed to the           
Stockholders ($1,788,000 owed to Mr. Diebel, $152,000 owed to Mr. Murdock,      
$51,000 owed to Mr. Ezra and $25,000 owed to Mr. Gordon).                       

   Under Incentive Compensation Agreements ("Incentive Agreements"), between
the Company and each of Mr. Robert Wood and Mr. Brent W. Christensen, each of   
Messrs. Wood and Christensen was entitled to a bonus payment from the Company in
the event of certain change-in-control transactions. Pursuant to Settlement     
Agreements, dated April 22, 1996, the Company paid each of Mr. Wood and Mr.     
Christensen a $150,000 bonus payment in exchange for termination of their rights
under the Incentive Agreements.                                                 

    In connection with this Offering, the Company and Churchill entered into a
Letter Agreement, dated as of January 31, 1997, which provides, in part, that   
upon the completion of this Offering, Churchill may reimburse the Company for up
to $400,000 of its expenses related to this Offering, depending upon various    
factors set forth therein, including the number of shares sold in this Offering 
and the Offering price of such shares.                                          

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of January 31, 1997, as adjusted to 
reflect the sale of the Common Stock offered hereby, for (i) each person who    
beneficially owns more than 5% of the Common Stock, (ii) each of the directors  
and Named Officers, (iii) all directors and executive officers as a group and   
(iv) the Selling Stockholder.                                                   

                                                        [Enlarge/Download Table]

                                             SHARES BENEFICIALLY                 SHARES BENEFICIALLY  
                                                    OWNED                               OWNED         
                                             BEFORE THIS OFFERING   NUMBER OF   AFTER THIS OFFERING(1)
                                            ----------------------   SHARES     ----------------------
                                             NUMBER     PERCENTAGE  OFFERED(1)   NUMBER     PERCENTAGE
                                            ---------   ----------  ---------   ---------   ----------
                                                                                                      
John C. Diebel(2).......................... 1,275,000      25.5%           --   1,275,000      17.0%  
Steven G. Murdock(2).......................   762,500      15.3%           --     762,500      10.2%  
Ronald Ezra(2).............................   295,000       5.9%           --     295,000       3.9%  
Joseph A. Gordon, Jr.(2)...................   167,500       3.4%           --     167,500       2.2%  
Brent W. Christensen(2)....................        --        --            --          --        --   
Future Director............................        --        --            --          --        --   
Future Director............................        --        --            --          --        --   
Meade Instruments Corp. Employee Stock                                                                
  Ownership Plan(3)........................ 1,500,000      30.0%           --   1,500,000      20.0%  
Churchill ESOP Capital Partners(4)......... 1,000,000      20.0%      870,000     130,000       1.7%  
All current directors and executive                                                                   
  officers as a group (4 persons).......... 2,500,000      50.0%           --   2,500,000      33.3%  

---------------                                                                 
(1) Assumes no exercise of the Underwriters' over-allotment option.             

(2) The address for all officers of the Company is c/o Meade Instruments Corp., 
16542 Millikan Avenue, Irvine, California 92606.                        

(3) Common Stock held by the ESOP is voted by the trustee of the ESOP, Wells    
   Fargo Bank, N.A. (the "Trustee"), as directed by the ESOP Committee, except
  that participants in the ESOP are entitled to direct the Trustee as to how
 to vote shares allocated to their ESOP accounts. The Trustee's address is
707 Wilshire Boulevard, Los Angeles, California 90017.                  

(4) The address for Churchill ESOP Capital Partners is 2400 Metropolitan Centre,
333 South Seventh Street, Minneapolis, Minnesota 55402.                 

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DESCRIPTION OF CAPITAL STOCK

REINCORPORATION                                                                 

The Company was originally incorporated in the State of California on 
December 19, 1975. Prior to the completion of this Offering, the Company will   
reincorporate as a Delaware corporation to be named Meade Instruments Corp.     
pursuant to a merger with and into a newly-formed and wholly-owned Delaware     
subsidiary, with such Delaware subsidiary to be the surviving corporation.      

OUTSTANDING CAPITAL                                                             

As of the completion of this Offering, and after giving effect to the 
reincorporation of the Company, the authorized capital stock of the Company     
consists of two classes of capital stock, designated respectively, "Common      
Stock" and "Preferred Stock." The Company is authorized to issue 20,000,000     
shares of Common Stock, $.01 par value per share, and 1,000,000 shares of       
Preferred Stock, $.01 par value per share. The summary description included     
herein relating to the capital stock of the Company does not purport to be      
complete. Reference is made to the Certificate of Incorporation of the Company, 
which is filed as an exhibit to the Registration Statement of which this        
Prospectus forms a part, for a detailed description of the provisions thereof   
summarized below.                                                               

COMMON STOCK                                                                    

    Holders of Common Stock are entitled to receive such dividends as may from
time to time be declared by the Board of Directors of the Company out of funds  
legally available therefor. Holders of Common Stock are entitled to one vote per
share on all matters on which the holders of Common Stock are entitled to vote  
and do not have any cumulative voting rights. The Board of Directors is divided 
into three classes. See "Description of Capital Stock -- Certain Anti-Takeover  
Effects -- Classified Board of Directors." Holders of Common Stock have no      
preemptive, conversion, redemption or sinking funds rights. In the event of a   
liquidation, dissolution or winding-up of the Company, holders of Common Stock  
are entitled to share equally and ratably in the assets of the Company, if any, 
remaining after the payment of all debts and liabilities of the Company and the 
liquidation preference of any outstanding Preferred Stock. The outstanding      
shares of Common Stock are, and the shares of Common Stock offered by the       
Company hereby when issued will be, fully paid and nonassessable. The rights,   
preferences and privileges of holders of Common Stock are subject to any series 
of Preferred Stock that the Company may issue in the future. As of January 31,  
1997, there were six holders of the Company's Common Stock.                     

PREFERRED STOCK                                                                 

The Board of Directors is authorized to provide for the issuance of   
Preferred Stock in one or more series and to fix the designations, preferences, 
powers and relative, participating, optional and other rights, qualifications,  
limitations and restrictions thereof, including the dividend rate, conversion   
rights, voting rights, redemption price and liquidation preference, and to fix  
the number of shares to be included in any such series. Any Preferred Stock so  
issued may rank senior to the Common Stock with respect to the payment of       
dividends or amounts upon liquidation, dissolution or winding-up, or both. In   
addition, any such shares of Preferred Stock may have class or series voting    
rights. Upon completion of this Offering, the Company will not have any shares  
of Preferred Stock outstanding. Issuances of Preferred Stock, while providing   
the Company with flexibility in connection with general corporate purposes, may,
among other things, have an adverse effect on the rights of holders of Common   
Stock, may have the effect of delaying, deferring or preventing a change in     
control of the Company without further action by the stockholders, may          
discourage bids for the Company's Common Stock at a premium over the market     
price of the Common Stock, and may adversely affect the market price of and the 
voting and other rights of the holders of Common Stock. At present, the Company 
has no plans to issue any of the Preferred Stock. As of January 31, 1997, there 
was one holder of the Company's Preferred Stock.                                

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TRANSFER AGENT                                                                  

The transfer agent and registrar for the Common Stock is U.S. Stock   
Transfer Corporation.                                                           

CERTAIN ANTI-TAKEOVER EFFECTS                                                   

  The provisions of the Certificate of Incorporation and the Bylaws of the
Company (the "Bylaws") summarized in the succeeding paragraphs may be deemed to 
have anti-takeover effects and may delay, defer or prevent a tender offer or    
takeover attempt that a stockholder might consider to be in such stockholder's  
best interest, including those attempts that might result in a premium over the 
market price for the shares held by stockholders. However, certain of the       
following provisions may be limited or prohibited by the application of Section 
2115 of the California General Corporation Law described below.                 

  Classified Board of Directors.  The Certificate of Incorporation divides
the Board of Directors into three classes of directors serving staggered        
three-year terms. As a result, approximately one-third of the Board of Directors
will be elected at each annual meeting of stockholders.                         

The classification of directors and provisions in the Certificate of  
Incorporation that limit the ability of stockholders to increase the size of the
Board of Directors, together with provisions in the Certificate of Incorporation
that limit the ability of stockholders to remove directors and that permit the  
remaining directors to fill any vacancies on the Board, will have the effect of 
making it more difficult for stockholders to change the composition of the Board
of Directors. As a result, two annual meetings of stockholders may be required  
for the stockholders to change a majority of the directors, whether or not a    
change in the Board of Directors would be beneficial to the Company and its     
stockholders and whether or not a majority of the Company's stockholders        
believes that such a change would be desirable.                                 

Advance Notice Requirements for Stockholder Proposals and Director    
Nominations.  The Bylaws establish advance notice procedures with regard to     
stockholder proposals and the nomination, other than by or at the direction of  
the Board of Directors or a committee thereof, of candidates for election as    
directors. The Company may reject a stockholder proposal or nomination that is  
not made in accordance with such procedures.                                    

 Prohibition on Stockholder Action by Written Consent and Limitations on
Calling Stockholder Meetings. The Certificate of Incorporation and Bylaws       
prohibit stockholder action by written consent in lieu of a meeting, and provide
that stockholder action can be taken only at an annual or special meeting of    
stockholders. The Certificate of Incorporation provide that, subject to the     
rights of holders of any series of Preferred Stock to elect additional directors
under specified circumstances, special meetings of stockholders can be called   
only by the Board of Directors, the Chairman of the Board of Directors or the   
Chief Executive Officer of the Company. Stockholders are not permitted to call a
special meeting or to require that the Board of Directors call a special meeting
of stockholders. Such provision may have the effect of delaying consideration of
a stockholder proposal until the next annual meeting unless a special meeting is
called by the Board of Directors, the Chairman of the Board or the Chief        
Executive Officer of the Company.                                               

  Section 203 of the Delaware General Corporation Law.  Subject to certain
exclusions summarized below, Section 203 of the Delaware General Corporation Law
("Section 203") prohibits any interested stockholder (an "Interested            
Stockholder") from engaging in a "business combination" with a Delaware         
corporation for three years following the date such person became an Interested 
Stockholder. Interested Stockholder generally includes (i) any person who is the
beneficial owner of 15% or more of the outstanding voting stock of the          
corporation and (ii) any person who is an affiliate or associate of the         
corporation and who held 15% or more of the outstanding voting stock of the     
corporation at any time within three years before the date on which such        
person's status as an Interested Stockholder is determined. Subject to certain  
exceptions a "business combination" includes, among other things: (i) any merger
or consolidation involving the corporation; (ii) the sale, lease, exchange,     
mortgage, pledge, transfer or other disposition of assets having an aggregate   
market value equal to 10% or more of either the aggregate market value of all   
assets of the corporation determined on a consolidated basis or the aggregate   
market value of all the outstanding stock of the corporation; (iii) any         
transaction that results in the issuance or transfer by the corporation of any  
stock of                                                                        

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the corporation to the Interested Stockholder, except pursuant to a transaction 
that effects a pro rata distribution to all stockholders of the corporation;    
(iv) any transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series, or securities      
convertible into the stock of any class or series, of the corporation that is   
owned directly or indirectly by the Interested Stockholder; and (v) any receipt 
by the Interested Stockholder of the benefit (except proportionately as a       
stockholder) of any loans, advances, guarantees, pledges or other financial     
benefits provided by or through the corporation.                                

     Section 203 does not apply to a business combination if (i) before a person
became an Interested Stockholder, the board of directors of the corporation     
approved the transaction in which the Interested Stockholder became an          
Interested Stockholder or the business combination, (ii) upon consummation of   
the transaction that resulted in the person becoming an Interested Stockholder, 
the Interested Stockholder owned at least 85% of the voting stock of the        
corporation outstanding at the time the transaction commences (other than       
certain excluded shares) or (iii) following a transaction in which the person   
became an Interested Stockholder, the business combination is (a) approved by   
the board of directors of the corporation and (b) authorized at a regular or    
special meeting of stockholders (and not by written consent) by the affirmative 
vote of the holders of at least two-thirds of the outstanding voting stock of   
the corporation not owned by the Interested Stockholder.                        

APPLICATION OF THE CALIFORNIA GENERAL CORPORATION LAW TO DELAWARE CORPORATIONS  

Under Section 2115 of the California General Corporation Law, certain 
foreign corporations (i.e., corporations not organized under the California     
General Corporation Law) are placed in a special category if they have          
characteristics of ownership and operation which indicate that they have        
significant contacts with California. So long as a Delaware or other foreign    
corporation is in this special category, and it does not qualify for one of the 
statutory exemptions, it is subject to a number of key provisions of the        
California General Corporation Law applicable to corporations incorporated in   
California. Among the more important provisions are those relating to the       
election and removal of directors, cumulative voting, classified boards of      
directors, standards of liability and indemnification of directors,             
distributions, dividends and repurchases of shares, stockholder meetings,       
approval of certain corporate transactions, dissenters' rights and inspection of
corporate records. Exemptions from Section 2115 are provided for corporations   
whose shares are listed on a major national securities exchange, such as the New
York Stock Exchange, or whose shares are listed on the Nasdaq National Market   
and which have 800 or more stockholders.                                        

LIMITATION OF LIABILITY OF DIRECTORS                                            

The Certificate of Incorporation provides that a director will not be 
personally liable for monetary damages to the Company or its stockholders for   
breach of fiduciary duty as a director, except to the extent such exemption for 
liability or limitation thereof is not permitted under the Delaware General     
Corporation Law (i.e., liability (i) for any breach of the director's duty of   
loyalty to the Company or its stockholders, (ii) for acts or omissions not in   
good faith or which involve intentional misconduct or a knowing violation of    
law, (iii) for paying a dividend or approving a stock repurchase in violation of
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit).                  

   While the Certificate of Incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate of Incorporation will have no 
effect on the availability of equitable remedies, such as an injunction or      
rescission based on a director's breach of such director's duty of care.        

INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

    The Certificate of Incorporation provides that each person (and the heirs,
executors, or administrators of such person) who was or is a party or is        
threatened to be made a party to, or is involved in any threatened pending or   
completed action, suit or proceeding, whether civil, criminal, administrative,  
or investigative, by                                                            

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reason of the fact that such person is or was a director or officer of the      
Company or is or was serving at the request of the Company as a director or     
officer of another corporation, partnership, joint venture, trust or other      
enterprise, will be indemnified and held harmless by the Company to the fullest 
extent permitted by the Delaware General Corporation Law. The Certificate of    
Incorporation further provides that the right to indemnification includes the   
right to be paid by the Company for expenses incurred in connection with any    
such proceeding in advance of its final disposition to the fullest extent       
permitted by the Delaware General Corporation Law, and that the right to        
indemnification conferred thereunder is deemed a contract right.                

    The Certificate of Incorporation further provides that the Company may, by
action of its Board of Directors, provide indemnification to such of the        
employees and agents of the Company and such other persons serving at the       
request of the Company as employees or agents of another corporation,           
partnership, joint venture, trust or other enterprise to such extent and to such
effect as is permitted by the Delaware General Corporation Law and the Board of 
Directors.                                                                      

    Pursuant to the Certificate of Incorporation, the Company has the power to
purchase and maintain insurance on behalf of any person who is or was a         
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another     
corporation, partnership, joint venture, trust or other enterprise against any  
expense, liability or loss incurred by such person in any such capacity or      
arising out of his or her status as such, whether or not the Company would have 
the power to indemnify such person against such liability under the Delaware    
General Corporation Law.                                                        

     The Certificate of Incorporation provides that (i) the rights and authority
described above are not exclusive of any other right that any person otherwise  
may have or acquire and (ii) no amendment, modification or repeal of the        
Certificate of Incorporation, or adoption of any additional provision of the    
Certificate of Incorporation or the Bylaws or, to the fullest extent permitted  
by the Delaware General Corporation Law, any amendment, modification or repeal  
of law will eliminate or reduce the effect of the provisions in the Certificate 
of Incorporation limiting liability or indemnifying certain persons or adversely
affect any right or protection then existing thereunder in respect of any acts  
or omissions occurring prior to such amendments, modifications, repeal or       
adoption.                                                                       

    The Company has entered into indemnification agreements with its directors
and officers that require the Company to indemnify the directors and officers to
the fullest extent permitted by applicable provisions of the Delaware General   
Corporation Law and, to the extent necessary, the California General Corporation
Law.                                                                            

    The Company believes the foregoing provisions are necessary to attract and
retain qualified persons as directors and officers.                             

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SHARES ELIGIBLE FOR FUTURE SALE 

     Upon completion of the Offering and assuming that the over-allotment option
granted to the Underwriters is not exercised, the Company will have 7,500,000   
shares of Common Stock outstanding. The 2,500,000 shares of Common Stock sold by
the Company and the 870,000 shares of Common Stock sold by the Selling          
Stockholder in the Offering will be freely tradeable in the public market       
without restriction or limitation under the Securities Act. Although the        
remaining 4,130,000 shares of Common Stock will be deemed "restricted"          
securities within the meaning of the Securities Act, the Company believes that  
2,500,000 of such shares will be available for sale under Rule 144 of the       
Securities Act ("Rule 144").                                                    

 In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned "restricted" securities 
for at least one year, including persons who may be deemed "affiliates" of the  
Company (as the term is defined under the Securities Act), would be entitled to 
sell (in accordance with the provisions specified in Rule 144), within any      
three-month period, that number of shares that does not exceed the greater of   
(i) 1% of the then outstanding shares of Common Stock of the Company (75,000    
shares immediately after the Offering) or (ii) the average weekly trading volume
of the then outstanding shares of Common Stock during the four calendar weeks   
preceding each such sale. Sales under Rule 144 are also subject to certain      
requirements as to the manner of sale, notice and availability of current public
information about the Company.                                                  

     An "affiliate" of the Company may sell securities that are not "restricted"
without regard to the period of beneficial ownership but subject to the volume  
limitations described above and other conditions of Rule 144, subject to        
restrictions on affiliates. A person who is not deemed an "affiliate" of the    
Company (and has not been such for at least 90 days) and who has beneficially   
owned his or her shares for at least two years, would be entitled to sell such  
shares under Rule 144 without regard to the volume limitations described above, 
manner of sale provisions, notice requirements or availability of public        
information. As defined in Rule 144, an "affiliate" of an issuer is a person    
that directly or indirectly controls, or is controlled by, or is under common   
control with such issuer.                                                       

     The Company, each of its executive officers and directors and the ESOP have
agreed that they will not, directly or indirectly, offer, sell, offer to sell,  
contract to sell, grant any option to purchase or otherwise sell or dispose (or 
announce any offer, sale, offer of sale, contract of sale, grant of any option  
to purchase or other sale or disposition) of any shares of Common Stock or any  
securities convertible into, or exercisable or exchangeable for, any shares of  
Common Stock without the prior written consent of Morgan Keegan & Company, Inc. 
for a period of 270 days from the date of this Prospectus. In addition, the     
remaining 130,000 shares of Common Stock held by the Selling Stockholder after  
the Offering shall become eligible for sale in the public market 180 days after 
the date of this Prospectus, subject to the holding period, volume and other    
restrictions of Rule 144. See "Underwriting" and "Principal and Selling         
Stockholders."                                                                  

   Prior to this Offering, there has been no market for the Common Stock and
no prediction can be made as to the effect, if any, that future sales of shares,
or the availability of such shares for future sale, will have on the market     
price for the Common Stock prevailing from time to time. Nevertheless, sales by 
the existing stockholders of substantial amounts of the Common Stock in the     
public market could adversely affect prevailing market conditions.              

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UNDERWRITING

  The underwriters named below (the "Underwriters"), represented by Morgan
Keegan & Company, Inc. and Crowell, Weedon & Co. (the "Representatives"), have  
severally agreed, subject to the terms and conditions set forth in the          
Underwriting Agreement (the "Underwriting Agreement"), to purchase from the     
Company and the Selling Stockholder the number of shares of Common Stock        
indicated below opposite their respective names at the initial public offering  
price less the underwriting discount set forth on the cover page of this        
Prospectus.                                                                     

                                                                [Download Table]

                                                                           NUMBER OF
                           NAME OF UNDERWRITER                              SHARES  
-------------------------------------------------------------------------  ---------
                                                                                    
Morgan Keegan & Company, Inc. ...........................................           
Crowell, Weedon & Co. ...................................................           

                                                                            ------- 
          Total..........................................................           
                                                                            ======= 

    The Underwriting Agreement provides that the Underwriters are obligated to
purchase all of the shares of Common Stock offered hereby (other than those     
covered by the over-allotment option described below) if any of such shares are 
purchased. The Company and the Selling Stockholder have been advised by the     
Underwriters that the Underwriters propose to offer the shares of Common Stock  
to the public at the initial public offering price set forth on the cover page  
of this Prospectus and to certain dealers at such price less a concession not in
excess of $          per share of Common Stock. The Underwriters may allow, and 
such dealers may reallow, a discount not in excess of $          per share to   
other dealers. The initial public offering price and the concessions and        
discount to dealers may be changed by the Underwriters after the initial public 
offering.                                                                       

     The Company and the Selling Stockholder have granted to the Underwriters an
option, exercisable for 30 days from the date of this Prospectus, to purchase up
to an additional 505,500 shares of Common Stock (of which the first 130,000     
shares will be sold by the Selling Stockholder and the remaining 375,500 shares 
will be sold by the Company) at the initial public offering price, less         
underwriting discounts and commissions, as shown on the cover page of this      
Prospectus. The Underwriters may exercise such option solely for the purpose of 
covering over-allotments incurred in the sale of the shares of Common Stock     
offered hereby.                                                                 

The Company and the Selling Stockholder have agreed to indemnify the  
several Underwriters or to contribute to losses arising out of certain          
liabilities, including liabilities under the Securities Act.                    

     The Company, each of its executive officers and directors and the ESOP have
agreed, for a period of 270 days from the date of this Prospectus, not to,      
directly or indirectly, offer, sell, offer to sell, contract to sell, grant any 
option to purchase, or otherwise dispose (or announce any offer, sale, grant of 
any option to purchase or other disposition) of any shares of Common Stock, or  
any securities convertible into, or exercisable or exchangeable for, shares of  
Common Stock, in the public market, without the prior written consent of the    
Representatives. In addition, the remaining 130,000 shares of Common Stock held 
by the Selling Stockholder after the Offering shall become eligible for sale in 
the public market 180 days after the date of this Prospectus, subject to the    
holding period, volume and other restrictions of Rule 144.                      

    The Representatives have informed the Company that the Underwriters do not
intend to confirm sales to any accounts over which they exercise discretionary  
authority.                                                                      

Prior to this Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price of the Common Stock will 
be determined by negotiations among the Company, the Selling Stockholder and the
Representatives. Among the factors considered in determining the initial public 
offering price of the Common Stock will be the history of, and the prospects    
for, the Company and the industry in which it competes, an assessment of the    
Company's management, the Company's past and present operations, its past and   
present earnings and the trend of such earnings, the prospects for future       
earnings of the Company, the general condition of the securities market at the  
time of the Offering and the market prices of publicly traded companies that the
Company and the Representatives believe to be comparable to the Company.        

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   Application has been made for inclusion of the Common Stock on the Nasdaq
National Market under the symbol "MEAD." The Company has been advised by the    
Representatives that each of the Representatives presently intend to make a     
market in the Common Stock offered hereby; however, the Representatives are not 
obligated to do so, and any market making activity may be discontinued at any   
time. There can be no assurance that an active public market for the Common     
Stock will develop and continue after this Offering.                            

LEGAL MATTERS 

  The validity of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Stockholder by O'Melveny & Myers LLP,      
Newport Beach, California. Certain legal matters will be passed upon for the    
Underwriters by Gibson, Dunn & Crutcher LLP, Los Angeles, California.           

EXPERTS 

The financial statements of Meade Instruments Corp. as of February 28,
1995, February 29, 1996 and November 30, 1996 and for each of the three years in
the period ended February 29, 1996 and the nine months ended November 30, 1996  
included in this Prospectus have been so included in reliance on the report of  
Price Waterhouse LLP, independent accountants, given on the authority of said   
firm as experts in auditing and accounting.                                     

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a   
Registration Statement on Form S-1 under the Securities Act with respect to the 
Common Stock offered hereby. This Prospectus does not contain all of the        
information set forth in the Registration Statement and the exhibits and        
schedules to the Registration Statement. For further information with respect to
the Company and such Common Stock offered hereby, reference is made to the      
Registration Statement and the exhibits and schedules filed as a part of the    
Registration Statement. Statements contained in this Prospectus concerning the  
contents of any contract or any other document referred to are not necessarily  
complete and in each instance reference is made to the copy of such contract or 
document filed as an exhibit to the Registration Statement. Each such statement 
is qualified in all respects by such reference to such exhibit. The Registration
Statement, including exhibits and schedules thereto, as well as the reports and 
other information filed by the Company with the Securities and Exchange         
Commission, may be inspected without charge at the Public Reference Room of the 
Securities and Exchange Commission's principal office at Judiciary Plaza, 450   
Fifth Street, N.W., Washington, D.C. 20549, and at the Securities and Exchange  
Commission's regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,       
Chicago, Illinois 60661. Copies of such material can also be obtained at        
prescribed rates from the Public Reference Section of the Securities and        
Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. Electronic filings made through the Electronic Data Gathering Analysis   
and Retrieval System are also publicly available through the Securities and     
Exchange Commission's Web Site (http://www.sec.gov).                            

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INDEX TO FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                      PAGE 
                                                                                     NUMBER
                                                                                     ------
                                                                                           
Meade Merger Corp.                                                                         
  Report of Independent Accountants.................................................   F-2 
  Balance Sheet.....................................................................   F-3 
  Note to Balance Sheet.............................................................   F-4 

Meade Instruments Corp.                                                                    
  Report of Independent Accountants.................................................   F-5 
  Balance Sheets....................................................................   F-6 
  Income Statements.................................................................   F-7 
  Statements of Stockholders' Equity (Deficit)......................................   F-8 
  Statements of Cash Flows..........................................................   F-9 
  Notes to Financial Statements.....................................................  F-10 

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and                                                   
Stockholders of Meade Merger Corp.                                              

In our opinion, the accompanying balance sheet presents fairly, in all material 
respects, the financial position of Meade Merger Corp. at February 5, 1997 in   
conformity with generally accepted accounting principles. This financial        
statement is the responsibility of the Company's management; our responsibility 
is to express an opinion on this financial statement based on our audit. We     
conducted our audit of this statement in accordance with generally accepted     
auditing standards which require that we plan and perform the audit to obtain   
reasonable assurance about whether the balance sheet is free of material        
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the balance sheet, assessing the accounting      
principles used and significant estimates made by management, and evaluating the
overall balance sheet presentation. We believe that our audit provides a        
reasonable basis for the opinion expressed above.                               

PRICE WATERHOUSE LLP                                                            

Costa Mesa, California                                                          

February 6, 1997                                                                

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MEADE MERGER CORP.

BALANCE SHEET 

                                                                [Download Table]

                                                                   FEBRUARY 5, 
                                                                       1997    
                                                                   ------------
                                                                               
ASSETS                                                                         
     Cash..................................................            $100    
                                                                     ------    
                                                                       $100    
                                                                   =========   
STOCKHOLDERS' EQUITY                                                           
     Stockholders' equity:                                                     
          Preferred stock; $0.01 par value; 1,000,000                          
            shares                                                             
            authorized; no shares issued and outstanding...                    
          Series A common stock; $0.01 par value;                              
            15,000,000 shares authorized; 10 shares issued                     
            and outstanding................................                    
          Series B common stock; $0.01 par value; 5,000,000                    
            shares authorized; no shares issued and                            
            outstanding....................................                    
          Additional paid-in capital.......................            $100    
                                                                     ------    
          Total stockholders' equity.......................             100    
                                                                     ------    
                                                                       $100    
                                                                   =========   

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MEADE MERGER CORP.

NOTE TO BALANCE SHEET 

1. THE COMPANY                                                                  

Meade Merger Corp. (the Company) was incorporated in Delaware on February 4,    
1997. Upon completion of the public offering of Meade Instruments Corp., a      
California corporation, the Company will merge with the California corporation  
and exchange at a ratio of one to one all of the outstanding shares of the      
redeemable Series A preferred stock and Series A and Series B common stock of   
the California corporation. Subsequently, the then outstanding shares of Series 
A and Series B common stock of the Company will be converted to one series of   
common stock at a ratio of one to one.                                          

The balance sheet should be read in conjunction with the historical financial   
statements of Meade Instruments Corp., a California corporation, included       
elsewhere in the registration statement.                                        

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and Stockholders                                      
of Meade Instruments Corp.                                                      

   In our opinion, the accompanying balance sheets and related statements of
income, of stockholders' equity (deficit) and of cash flows present fairly, in  
all material respects, the financial position of Meade Instruments Corp. at     
February 28, 1995, February 29, 1996, and November 30, 1996, and the results of 
its operations and its cash flows for each of the three years in the period     
ended February 29, 1996 and for the nine months ended November 30, 1996, in     
conformity with generally accepted accounting principles. These financial       
statements are the responsibility of the Company's management; our              
responsibility is to express an opinion on these financial statements based on  
our audits. We conducted our audits of these statements in accordance with      
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis,    
evidence supporting the amounts and disclosures in the financial statements,    
assessing the accounting principles used and significant estimates made by      
management, and evaluating the overall financial statement presentation. We     
believe that our audits provide a reasonable basis for the opinion expressed    
above.                                                                          

PRICE WATERHOUSE LLP                                                            

Costa Mesa, California                                                          

February 5, 1997                                                                

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MEADE INSTRUMENTS CORP. 

BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                 FEBRUARY     FEBRUARY                 
                                                                    28,          29,      NOVEMBER 30, 
                                                                   1995         1996          1996     
                                                                -----------  -----------  ------------ 
                                                                                                       
ASSETS                                                                                                 

Current assets:                                                                                        
  Cash........................................................  $    42,000  $     3,000  $      3,000 
  Accounts receivable, less allowance for doubtful accounts of                                         
     $189,000 in 1995, $333,000 in 1996 and $198,000 at                                                
     November 30, 1996........................................    3,386,000    4,539,000    12,852,000 
  Inventories (Note 2)........................................    5,427,000    6,462,000    11,264,000 
  Deferred income taxes.......................................      226,000      330,000       513,000 
  Prepaid expenses and other current assets...................      104,000      213,000        48,000 
                                                                -----------  -----------  ------------ 
          Total current assets................................    9,185,000   11,547,000    24,680,000 
Other assets..................................................      151,000      263,000     1,287,000 
Property and equipment, net (Note 3)..........................      861,000    1,225,000     1,480,000 
                                                                -----------  -----------  ------------ 
                                                                $10,197,000  $13,035,000  $ 27,447,000 
                                                                ===========  ===========  ============ 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND                                                            
  STOCKHOLDERS' EQUITY (DEFICIT)                                                                       
Current liabilities:                                                                                   
  Bank line of credit (Note 4)................................  $ 1,409,000  $ 2,127,000  $  8,984,000 
  Notes payable to related parties (Note 5)...................    1,775,000    2,000,000               
  Current portion of long-term debt (Note 6)..................      200,000      200,000     1,584,000 
  Current portion of capital lease obligations (Note 7).......       54,000      146,000       212,000 
  Accounts payable............................................    1,252,000    1,406,000     2,796,000 
  Accrued liabilities.........................................      877,000      863,000     2,545,000 
  Income taxes payable........................................      260,000      622,000     1,435,000 
                                                                -----------  -----------  ------------ 
          Total current liabilities...........................    5,827,000    7,364,000    17,556,000 
                                                                -----------  -----------  ------------ 
Long-term debt, net of current portion (Note 6)...............      650,000      450,000     7,124,000 
                                                                -----------  -----------  ------------ 
Notes payable to related parties, net of current portion (Note                                         
  5)..........................................................      225,000                            
                                                                -----------  -----------  ------------ 
Long-term capital lease obligations, net of current portion                                            
  (Note 7)....................................................      179,000      368,000       608,000 
                                                                -----------  -----------  ------------ 
Deferred rent.................................................      101,000       82,000        68,000 
                                                                -----------  -----------  ------------ 
Commitments (Note 7)                                                                                   
Redeemable Series A preferred stock; 1,000 shares authorized,                                          
  issued and outstanding (Note 8).............................                               3,041,000 
                                                                -----------  -----------  ------------ 
Stockholders' equity (deficit):                                                                        
  Preferred stock; 999,000 shares authorized, none issued and                                          
     outstanding..............................................                                         
  Series A common stock; 15,000,000 shares authorized; issued                                          
     and outstanding 2,571,361 shares at February 28, 1995 and                                         
     February 29, 1996 and 3,500,000 shares at November 30,                                            
     1996.....................................................        1,000        1,000     3,511,000 
  Series B common stock; 5,000,000 shares authorized;                                                  
     1,500,000 shares issued and outstanding at February 28,                                           
     1995, February 29, 1996 and November 30, 1996 (Note 9)...                                 995,000 
  Retained earnings...........................................    3,214,000    4,770,000     5,544,000 
                                                                -----------  -----------  ------------ 
                                                                  3,215,000    4,771,000    10,050,000 
  Unearned ESOP shares (Note 9)...............................                             (11,000,000)
                                                                -----------  -----------  ------------ 
          Total stockholders' equity (deficit)................    3,215,000    4,771,000      (950,000)
                                                                -----------  -----------  ------------ 
                                                                $10,197,000  $13,035,000  $ 27,447,000 
                                                                ===========  ===========  ============ 

See accompanying notes to financial statements. 

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MEADE INSTRUMENTS CORP. 

INCOME STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                  NINE MONTHS ENDED    
                                           YEAR ENDED FEBRUARY 28(29),              NOVEMBER 30,       
                                     ---------------------------------------  -------------------------
                                        1994          1995          1996         1995          1996    
                                     -----------   -----------   -----------  -----------   -----------
                                                                              (UNAUDITED)              
                                                                                                       
Net sales........................... $16,628,000   $24,934,000   $29,770,000  $23,459,000   $38,966,000
Cost of sales.......................  11,670,000    17,040,000    20,054,000   15,827,000    26,267,000
                                     -----------   -----------   -----------  -----------   -----------
Gross profit........................   4,958,000     7,894,000     9,716,000    7,632,000    12,699,000
Selling expenses....................   1,565,000     2,035,000     2,832,000    2,158,000     3,555,000
General and administrative                                                                             
  expenses..........................   1,378,000     2,118,000     2,951,000    1,966,000     3,004,000
Research and development expenses...     425,000       423,000       518,000      396,000       444,000
ESOP contribution...................                                                            750,000
Amortization of deferred credit.....     (53,000)                                                      
                                     -----------   -----------   -----------  -----------   -----------
Operating income....................   1,643,000     3,318,000     3,415,000    3,112,000     4,946,000
Interest expense....................     493,000       470,000       659,000      496,000     1,253,000
                                     -----------   -----------   -----------  -----------   -----------
Income before income taxes..........   1,150,000     2,848,000     2,756,000    2,616,000     3,693,000
Provision for income taxes (Note                                                                       
  10)...............................     110,000       797,000     1,200,000    1,177,000     1,532,000
                                     -----------   -----------   -----------  -----------   -----------
Net income..........................   1,040,000     2,051,000     1,556,000    1,439,000     2,161,000
Deductions for accretion on                                                                            
  redeemable preferred stock and                                                                       
  dividend on Series B common stock                                                                    
  (Note 1)..........................                                                          1,137,000
                                     -----------   -----------   -----------  -----------   -----------
Net income available to common                                                                         
  stockholders...................... $ 1,040,000   $ 2,051,000   $ 1,556,000  $ 1,439,000   $ 1,024,000
                                     ===========   ===========   ===========  ===========   ===========
Net income per share................ $      0.22   $      0.44   $      0.33  $      0.31   $      0.28
                                     ===========   ===========   ===========  ===========   ===========
Weighted average number of shares                                                                      
  outstanding (Note 1)..............   4,682,472     4,682,472     4,682,472    4,682,472     3,608,335
                                     ===========   ===========   ===========  ===========   ===========
Supplemental net income per share                                                                      
  (Note 12), unaudited..............                             $      0.37                $      0.47
                                                                 ===========                ===========

See accompanying notes to financial statements. 

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MEADE INSTRUMENTS CORP. 

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                        [Enlarge/Download Table]

                                            SERIES A               SERIES B                                                 
                                          COMMON STOCK           COMMON STOCK                                               
                                     ----------------------  --------------------   RETAINED      UNEARNED                  
                                      SHARES       AMOUNT      SHARES     AMOUNT    EARNINGS    ESOP SHARES       TOTAL     
                                     ---------   ----------  ----------  --------  ----------   ------------   ------------ 
                                                                                                                            
Balance at February 28, 1993.......  2,571,361   $    1,000   1,500,000  $         $  123,000   $              $    124,000 
Net income.........................                                                 1,040,000                     1,040,000 
                                     ---------   ----------   ---------  --------  ----------   ------------   ------------ 
Balance at February 28, 1994.......  2,571,361        1,000   1,500,000             1,163,000                     1,164,000 
Net income.........................                                                 2,051,000                     2,051,000 
                                     ---------   ----------   ---------  --------  ----------   ------------   ------------ 
Balance at February 28, 1995.......  2,571,361        1,000   1,500,000             3,214,000                     3,215,000 
Net income.........................                                                 1,556,000                     1,556,000 
                                     ---------   ----------   ---------  --------  ----------   ------------   ------------ 
Balance at February 29, 1996.......  2,571,361        1,000   1,500,000             4,770,000                     4,771,000 
Redemption of Series A common                                                                                               
  stock............................    (71,361)                                      (250,000)                     (250,000)
Purchase and exercise of warrant                                                                                            
  for shares of Series A common                                                                                             
  stock............................  1,000,000    3,510,000                                                       3,510,000 
Unearned ESOP shares...............                                                              (11,000,000)   (11,000,000)
Dividends declared and paid to                                                                                              
  ESOP.............................                                                  (995,000)                     (995,000)
Tax benefit on dividends paid to                                                                                            
  ESOP.............................                                                   399,000                       399,000 
Contribution of capital by Series B                                                                                         
  common stockholders..............                                       995,000                                   995,000 
Accretion on redeemable preferred                                                                                           
  stock............................                                                  (541,000)                     (541,000)
Net income.........................                                                 2,161,000                     2,161,000 
                                     ---------   ----------   ---------  --------  ----------   ------------   ------------ 
Balance at November 30, 1996.......  3,500,000   $3,511,000   1,500,000  $995,000  $5,544,000   $(11,000,000)  $   (950,000)
                                     =========   ==========   =========  ========  ==========   ============   ============ 

See accompanying notes to financial statements. 

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MEADE INSTRUMENTS CORP. 

STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                                                  NINE MONTHS ENDED      
                                                          YEAR ENDED FEBRUARY 28(29),                NOVEMBER 30,        
                                                    ---------------------------------------   -------------------------- 
                                                       1994          1995          1996          1995           1996     
                                                    -----------   -----------   -----------   -----------   ------------ 
                                                                                              (UNAUDITED)                
                                                                                                                         
Cash flows from operating activities:                                                                                    
  Net income....................................... $ 1,040,000   $ 2,051,000   $ 1,556,000   $ 1,439,000   $  2,161,000 
  Adjustments to reconcile net income to net cash                                                                        
    provided by operating activities:                                                                                    
    Depreciation and amortization..................     120,000       150,000       300,000       220,000        422,000 
    ESOP contribution..............................                                                              750,000 
    Amortization of deferred credit (Note 1).......     (53,000)                                                         
    Changes in assets and liabilities:                                                                                   
      Increase in accounts receivable..............    (334,000)     (924,000)   (1,153,000)   (3,811,000)    (8,313,000)
      Increase in inventories......................    (312,000)     (853,000)   (1,035,000)   (1,632,000)    (4,802,000)
      Increase in deferred income taxes............    (208,000)      (18,000)     (104,000)                    (183,000)
      (Increase) decrease in prepaid expenses and                                                                        
         other current assets......................      22,000       (23,000)     (109,000)      (39,000)       165,000 
      Increase in other assets.....................                  (122,000)     (112,000)      (79,000)    (1,164,000)
      (Decrease) increase in accounts payable......  (1,209,000)       21,000       154,000       413,000      1,390,000 
      (Decrease) increase in accrued liabilities...     507,000       201,000       (33,000)      (98,000)       918,000 
      Increase in income taxes payable.............     210,000        50,000       362,000       569,000      1,212,000 
                                                    -----------   -----------   -----------   -----------   ------------ 
         Total adjustments.........................  (1,257,000)   (1,518,000)   (1,730,000)   (4,457,000)    (9,605,000)
                                                    -----------   -----------   -----------   -----------   ------------ 
         Net cash provided by (used in) operating                                                                        
           activities..............................    (217,000)      533,000      (174,000)   (3,018,000)    (7,444,000)
                                                    -----------   -----------   -----------   -----------   ------------ 
Cash flows from investing activities:                                                                                    
  Capital expenditures.............................    (304,000)     (215,000)     (247,000)     (138,000)       (93,000)
                                                    -----------   -----------   -----------   -----------   ------------ 
         Net cash used in investing activities.....    (304,000)     (215,000)     (247,000)     (138,000)       (93,000)
                                                    -----------   -----------   -----------   -----------   ------------ 
Cash flows from financing activities:                                                                                    
  Payments on long-term debt.......................    (591,000)     (800,000)     (200,000)     (150,000)    (1,442,000)
  Proceeds from long-term debt.....................     800,000     1,000,000                                  9,500,000 
  Net borrowings (payments) under bank line of                                                                           
    credit.........................................  (1,187,000)     (307,000)      718,000     3,368,000      6,857,000 
  Proceeds from (payments on) notes payable to                                                                           
    related parties................................   1,500,000                                               (2,000,000)
  Redemption of common stock.......................                                                             (250,000)
  Issuance of preferred stock......................                                                            2,500,000 
  Purchase and exercise of warrant for common                                                                            
    stock..........................................                                                            3,510,000 
  Unearned ESOP shares.............................                                                          (11,000,000)
  Payment of Series B common stock dividend........                                                             (995,000)
  Contribution of capital..........................                                                              995,000 
  Payments under capital lease obligations.........                  (173,000)     (136,000)     (101,000)      (138,000)
                                                    -----------   -----------   -----------   -----------   ------------ 
         Net cash provided by (used in) financing                                                                        
           activities..............................     522,000      (280,000)      382,000     3,117,000      7,537,000 
                                                    -----------   -----------   -----------   -----------   ------------ 
Net increase (decrease) in cash....................       1,000        38,000       (39,000)      (39,000)           -0- 
Cash at beginning of period........................       3,000         4,000        42,000        42,000          3,000 
                                                    -----------   -----------   -----------   -----------   ------------ 
Cash at end of period.............................. $     4,000   $    42,000   $     3,000   $     3,000   $      3,000 
                                                    ===========   ===========   ===========   ===========   ============ 
Supplemental disclosures of cash flow information:                                                                       
  Cash paid during the period for:                                                                                       
    Interest....................................... $   496,000   $   455,000   $   639,000   $   491,000   $  1,152,000 
    Income taxes................................... $    11,000   $   859,000   $   940,000   $   540,000   $    540,000 
  Non-cash financing activities:                                                                                         
    Capital lease obligations......................               $   162,000   $   417,000   $   417,000   $    444,000 
    Accretion on redeemable preferred stock........                                                         $    541,000 
    Tax benefit of dividends paid to ESOP..........                                                         $    399,000 

See accompanying notes to financial statements. 

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS 

1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  

The Company                                                                 

Meade Instruments Corp. ("the Company"), a California corporation,    
manufactures, imports and distributes telescopes and telescope accessories.     

On February 28, 1991, Meade Holding Corp. ("MHC") acquired all of the 
outstanding common stock (17,200 shares) of the Company for $1,000 in cash. The 
acquisition was accounted for using the purchase method of accounting, and the  
assets and liabilities of Meade Instruments Corp. reflect the underlying basis  
of Meade Holding Corp. in the Company. The fair market value of the net assets  
acquired exceeded the cost. This excess over cost was allocated to reduce       
noncurrent assets to zero. The remainder of the excess was classified as a      
deferred credit (negative goodwill) and was amortized using the straight-line   
method over three years.                                                        

  On February 26, 1996, MHC was merged into Meade Instruments Corp., which
was the surviving corporation of the merger. In the merger, all 17,200 shares of
the outstanding common stock of the Company were canceled, and 1,000 shares of  
the outstanding common stock of MHC (representing all of the issued and         
outstanding shares of MHC) were converted, on a one to one basis, into the      
common stock of the surviving Meade Instruments Corp.                           

In April 1996, the Company effected a recapitalization. The existing  
stockholders exchanged their existing common stock for 2,571,361 shares of      
Series A and 1,500,000 shares of Series B common stock. The accompanying        
financial statements have been retroactively adjusted to give effect to this    
transaction. The Company redeemed 71,361 shares of Series A common stock for    
$250,000. The Company also issued 1,000 shares of redeemable Series A preferred 
stock and a warrant to purchase 1,000,000 shares of Series A common stock at    
$0.01 per share for $6.0 million in the aggregate. The warrant was exercised    
immediately upon purchase of the Series A preferred stock. The Company has      
allocated $2.5 million of the proceeds as the fair value of the Series A        
preferred stock and $3.5 million as the fair value of the Series A common stock.

 Also in April 1996, the Company's newly-formed Employee Stock Ownership
Plan (ESOP) purchased all of the outstanding shares of Series B common stock    
(1,500,000 shares) from the existing stockholders. The ESOP financed the        
purchase through the proceeds of an $11.0 million term loan from the Company.   

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                      

Inventories                                                                 

Inventories are stated at the lower of cost, as determined using the  
first-in, first-out (FIFO) method, or market. Costs include materials, labor and
manufacturing overhead.                                                         

Property and equipment                                                      

 Property and equipment are stated at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets which range  
from three to seven years. Properties held under capital leases are recorded at 
the present value of the noncancellable lease payments over the term of the     
lease and are amortized over the shorter of the lease term or the estimated     
useful lives of the assets.                                                     

Income taxes                                                                

     The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on        
differences between financial reporting and tax bases of assets                 

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

and liabilities and are measured using the enacted tax rates that will be in    
effect when the differences are expected to reverse. The Company files its tax  
return for the year ending August 31, rather than for the financial reporting   
period ending the last day of February.                                         

Research and development                                                    

   Expenditures for research and development costs are charged to expense as
incurred.                                                                       

Net income per share                                                        

  Net income per share is based upon the weighted average number of common
shares outstanding during each period, after giving retroactive effect to the   
conversion of shares to Series A and B common stock (as discussed above).       
Pursuant to the requirements of the Staff of the Securities and Exchange        
Commission, the shares related to stock sold subsequent to November 30, 1995    
have been shown as outstanding for all periods presented. Net income available  
to common stockholders for the nine month period ended November 30, 1996 is     
computed by deducting from net income (1) the accretion on the redeemable       
preferred stock of $541,000 (Note 8) during such period and (2) the dividend of 
$995,000, net of income tax benefit of $399,000, on the Series B common stock   
paid during such period (Note 9).                                               

Concentration of Credit Risk                                                

Financial instruments, which potentially subject the Company to       
concentration of credit risk, are principally accounts receivable. The Company  
maintains an allowance for doubtful accounts but historically has not           
experienced any significant losses related to individual customers or groups of 
customers in any particular industry or geographic area.                        

Fair value of financial instruments                                         

The Company's financial instruments include cash, accounts receivable,
prepaid expenses and other current assets, accounts payable, accrued            
liabilities, and short-term loans. The carrying value of these financial        
instruments approximates fair value due to their short-term nature.             

Use of estimates in the preparation of financial statements                 

The preparation of financial statements in conformity with generally  
accepted accounting principles requires management to make estimates and        
assumptions that affect the reported amounts of assets and liabilities and      
disclosure of contingent assets and liabilities at the date of the financial    
statements and the reported amounts of revenues and expenses during the         
respective reporting periods. Actual results could differ from those estimates. 

New accounting pronouncements                                               

Effective March 1, 1996, the Company adopted the Financial Accounting 
Standards Board ("FASB") Statement No. 121, "Accounting for the Impairment of   
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS No. 121") 
and Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.     
123"). The adoption of SFAS No. 121 and SFAS No. 123 by the Company did not have
a material impact on the Company's financial position, results of operations or 
liquidity. The Company has adopted only the disclosure provisions of SFAS No.   
123 for employee stock-based compensation.                                      

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Unaudited interim information                                               

  The information presented for the nine months ended November 30, 1995 is
unaudited. In the opinion of management, the unaudited interim financial        
information includes all adjustments, consisting only of normal recurring       
adjustments, necessary to present fairly the Company's results of its operations
and its cash flows for the nine months ended November 30, 1995. The Company's   
results of operations and cash flows for the interim period are not necessarily 
indicative of the results to be expected for any other interim period or a full 
year. The data disclosed in these notes to financial statements at such dates   
and for such periods are also unaudited.                                        

Reclassifications                                                           

    Certain reclassifications, which have no effect on retained earnings, have
been made to conform the 1994 and 1995 information to the 1996 presentation.    

2.  INVENTORIES                                                                 

The composition of inventories is as follows:                         

                                                        [Enlarge/Download Table]

                                               FEBRUARY 28,  FEBRUARY 29,  NOVEMBER 30,
                                                   1995          1996          1996    
                                               ------------  ------------  ------------
                                                                                       
Raw materials.................................  $ 2,698,000   $ 2,433,000  $  3,412,000
Work in process...............................    1,140,000     1,500,000     1,839,000
Finished goods................................    1,589,000     2,529,000     6,013,000
                                                -----------   -----------  ------------
                                                $ 5,427,000   $ 6,462,000  $ 11,264,000
                                                ===========   ===========  ============

3.  PROPERTY AND EQUIPMENT                                                      

The composition of property and equipment is as follows:              

                                                        [Enlarge/Download Table]

                                               FEBRUARY 28,   FEBRUARY 29,   NOVEMBER 30,
                                                   1995           1996           1996    
                                               ------------   ------------   ------------
                                                                                         
Molds and dies................................  $   436,000    $   668,000    $  720,000 
Machinery and equipment.......................      362,000        866,000     1,339,000 
Furniture and fixtures........................       99,000         27,000        37,000 
Leasehold improvements........................      299,000        299,000       301,000 
                                                -----------    -----------    ---------- 
                                                  1,196,000      1,860,000     2,397,000 
Less accumulated depreciation and                                                        
  amortization................................     (335,000)      (635,000)     (917,000)
                                                -----------    -----------    ---------- 
                                                $   861,000    $ 1,225,000    $1,480,000 
                                                ===========    ===========    ========== 

  The gross value of assets under capital leases included in machinery and
equipment above is $252,000 at February 28, 1995, $669,000 at February 29, 1996,
and $1.1 million at November 30, 1996.                                          

4.  BANK DEBT                                                                   

  At February 29, 1996, the Company's bank line of credit extended to June
30, 1996 and was evidenced by a note payable which provided for borrowings of up
to 80% of eligible accounts receivable, as defined, plus 50% of eligible        
inventory, as defined. The note, which bore interest at the bank's reference    
rate (8.25% at February 29, 1996) plus 1.0%, was secured by substantially all of
the Company's assets and was guaranteed by the Company's stockholders. The      
Company's $1.0 million term loan at February 29, 1996 was secured by            
substantially all of the Company's assets and guaranteed by the Company's       
stockholders (Note 6). The line of credit and term loan were subject to certain 
restrictive covenants including certain financial statement ratios,             

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

restrictions on capital expenditures, and a minimum tangible net worth.         
Furthermore, the bank agreement restricted the Company from declaring or paying 
dividends.                                                                      

 In April 1996, the Company replaced its revolving line of credit with a
$10.0 million line of credit with a new lender secured by receivables and       
inventory. The line of credit bears interest at the bank's base rate (8.25% at  
November 30, 1996) plus 0.5%, interest payable monthly in arrears. In April     
1996, the Company also borrowed $9.5 million evidenced by a term note (Note 6). 
The Loan and Security Agreement between the bank and the Company, which governs 
the line of credit and term note, contains certain financial covenants including
minimum working capital, minimum profitability, and minimum interest and debt   
coverage ratios. Furthermore, the bank agreement restricts the Company from     
declaring or paying dividends on its Series A common stock.                     

5.  NOTES PAYABLE TO RELATED PARTY                                              

In July 1993, the Company borrowed $1.5 million from a stockholder    
evidenced by a promissory note payable. Interest was payable monthly at the rate
of 10.0% per annum. The note was subordinated to the bank debt and was due, as  
amended, on July 8, 1996. Also, payable to stockholders were subordinated notes 
payable totaling $500,000 and due on various dates between February 28, 1996 and
March 29, 1996. Interest was payable quarterly at the First National Bank of    
Boston's base rate (8.25% at February 29, 1996) plus 2.0%. Payment of principal 
was subordinated to the bank indebtedness. The notes payable to related parties 
were repaid in full in April 1996. Interest expense on the notes payable to     
related parties was $140,000, $198,000, $204,000 and $16,000 for the years ended
February 28, 1994, February 28, 1995 and February 29, 1996 and for the nine     
months ended November 30, 1996, respectively.                                   

6.  LONG-TERM DEBT                                                              

                                                        [Enlarge/Download Table]

                                                  FEBRUARY 28,  FEBRUARY 29,  NOVEMBER 30, 
                                                      1995          1996          1996     
                                                  ------------  ------------  ------------ 
                                                                                           
Note payable to bank, interest at the bank's                                               
  base rate (8.25% at November 30, 1996) plus                                              
  0.75% payable monthly, principal payments are                                            
  due in defined quarterly amounts totaling                                                
  $1,584,000 annually for five years commencing                                            
  July 1996, any remaining principal and                                                   
  interest amounts are due in full at April 2001                                           
  (Note 4)......................................                              $  8,708,000 
Note payable to bank, interest at the bank's                                               
  reference rate (9% at February 28, 1995 and                                              
  8.25% at February 29, 1996) plus 1.25% payable                                           
  monthly, principal payments are due in equal                                             
  monthly installments over five years                                                     
  commencing June 1, 1994.......................   $  850,000    $  650,000                
                                                   ----------    ----------   ------------ 
                                                      850,000       650,000      8,708,000 
Less current portion of long-term debt..........     (200,000)     (200,000)    (1,584,000)
                                                   ----------    ----------   ------------ 
                                                   $  650,000    $  450,000   $  7,124,000 
                                                   ==========    ==========   ============ 

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The aggregate maturities of long-term debt are as follows:            

                                                                [Download Table]

                                                      FEBRUARY 29,  NOVEMBER 30,
                    FISCAL YEAR                           1996          1996    
----------------------------------------------------  ------------  ------------
                                                                                
  1997..............................................    $200,000     $  525,000 
  1998..............................................     200,000      1,584,000 
  1999..............................................     200,000      1,584,000 
  2000..............................................      50,000      1,584,000 
  2001..............................................                  1,584,000 
  Thereafter........................................                  1,847,000 
                                                        --------     ---------- 
                                                        $650,000     $8,708,000 
                                                        ========     ========== 

7.  LEASES AND OTHER COMMITMENTS                                                

    The Company is obligated under certain long-term noncancellable leases and
other noncancellable agreements for its office and manufacturing facilities and 
certain equipment and machinery. Aggregate future minimum commitments under     
noncancellable leases and other agreements at February 29, 1996 that have       
remaining terms in excess of one year are as follows:                           

                                                                [Download Table]

                    FISCAL YEAR                         CAPITAL      OPERATING  
----------------------------------------------------  ------------  ------------
                                                                                
  1997..............................................   $  197,000    $  292,000 
  1998..............................................      173,000       292,000 
  1999..............................................      137,000       292,000 
  2000..............................................      121,000       292,000 
  2001..............................................        4,000               
                                                       ----------    ---------- 
Net minimum lease payments..........................      632,000    $1,168,000 
                                                                     ========== 
Less amount representing interest...................     (118,000)              
                                                       ----------               
Capital lease obligations...........................   $  514,000               
                                                       ==========               

   For the years ended February 28, 1994, February 28, 1995 and February 29,
1996 and the nine months ended November 30, 1996, the Company incurred rent     
expense of $387,000, $309,000, $373,000 and $261,000, respectively.             

  In November 1992, the Company executed a lease commencing March 1993 for
its office and manufacturing facilities. The lease term is seven years,         
extendable for an additional five years at the Company's option. Aggregate      
future minimum lease commitments for this lease are included in the schedule    
above. Such commitments are subject to periodic upward adjustment, based upon   
increases in the Consumer Price Index.                                          

   In December 1996, the Company entered into a ten-year lease agreement for
new office and manufacturing facilities that is expected to commence in October 
1997 upon completion of certain tenant improvements. Aggregate future minimum   
commitments under noncancellable operating leases are expected to increase      
$254,000 in 1998, $610,000 in 1999 and 2000, $684,000 in 2001, and $7.2 million 
in the aggregate thereafter.                                                    

8.  REDEEMABLE PREFERRED STOCK                                                  

   The Redeemable Series A preferred stock has a cumulative 14% dividend per
annum payable quarterly and is mandatorily redeemable in April 2001. In the     
event that the Company does not declare and pay the dividends in cash which have
accumulated on any quarterly due date or the Series A preferred stock is not    
redeemed when due, then thereafter additional dividends shall accrue on the     
Series A preferred stock at the rate of 14% per annum, compounded quarterly,    
with the amount of such additional dividends added to accrued dividend payments 
or redemption value until all such amounts have been paid in full. Upon any     
voluntary or                                                                    

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

involuntary liquidation, dissolution or winding up of the Company, the holders  
of the Series A preferred stock will be entitled to be paid, before any payment 
shall be made to the common stockholders, an amount in cash equal to $6,000 for 
each share of Series A preferred stock plus all accrued and unpaid dividends to 
date. If the Company does not satisfy certain covenants in the preferred stock  
purchase agreement, the preferred stockholder may designate a majority of the   
Company's Board of Directors. The Company recorded the Series A preferred stock 
at $2.5 million, its fair value, and is recording accretion to increase the     
carrying value of the Series A preferred stock to the redemption value of $6.0  
million by April 23, 2001, the redemption date, plus unpaid dividends.          

9.  EMPLOYEE STOCK OWNERSHIP PLAN                                               

     Adoption of the Employee Stock Ownership Plan (ESOP) was effective March 1,
1996 and covers all employees of the Company who meet certain service and       
eligibility requirements. The ESOP year ends on the last day of February each   
year. A participant becomes 100% vested in his ESOP account if, while employed  
at the Company, the participant (i) reaches his 65th birthday, (ii) becomes     
disabled (as defined), (iii) dies, or (iv) achieves five years of credited      
service (as defined). Distributions of a participant's vested account are       
directed by the ESOP's Administrative Committee. The Company provides a put     
option to any participant who receives a distribution of Company stock, unless  
the stock is readily tradable on an established market.                         

In April 1996, the ESOP purchased all of the outstanding shares of the
Company's Series B common stock (1,500,000 shares) held by the existing         
stockholders for $11.0 million. The Series B common stock has a cumulative      
dividend of $0.513 per share and a liquidation preference over the Series A     
common stock. The ESOP financed the purchase of the Series B common stock (the  
financed shares) with the proceeds of an $11.0 million term loan (the           
acquisition loan) from the Company. The financed shares are held by the Meade   
Instruments Corp. Employee Stock Ownership Trust (the ESOP trust). The ESOP     
pledged the financed shares to the Company as security for the acquisition loan.
The financed shares were initially credited to a suspense account on the books  
of the ESOP and will be allocated to the accounts of individual ESOP            
participants, as of each plan year end, for payments made on the acquisition    
loan. The acquisition loan has a ten year term and bears interest at 6% per     
annum. Principal and interest is due semi-annually, subject to the Company      
making contributions to the ESOP to fund the principal and interest payments.   
The release of financed shares from collateral is based on the ratio that the   
payment of principal bears to the initial principal of the acquisition loan. The
Company accounts for its ESOP in accordance with Statement of Position 93-6.    
Accordingly, the shares pledged as collateral are reported as unearned ESOP     
shares in the balance sheet. As shares are released from collateral, the Company
records compensation expense, and the shares become outstanding for net income  
per share purposes. Dividends on allocated shares are recorded as a reduction of
retained earnings; dividends on unallocated ESOP shares are recorded as a       
reduction of debt and accrued interest.                                         

 For the nine months ended November 30, 1996, the Company has recognized
ESOP contribution expense of $750,000. In August 1996, the Company's board of   
directors (i) authorized a contribution to the ESOP in the amount of $237,000 to
fund the semi-annual interest payment due on the acquisition loan and (ii)      
declared and paid a dividend on the Series B common stock in the amount of      
$995,000. The ESOP trust used the proceeds of the contribution to pay the       
semi-annual interest payment due on the acquisition loan. The ESOP used the     
proceeds of the dividend to make a contribution of capital of $995,000. The     
dividend, net of income tax benefit of $399,000, has been deducted from net     
income available to common stockholders in the computation of net income per    
share for the nine months ended November 30, 1996.                              

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     As of November 30, 1996, no shares in the ESOP trust have been allocated to
individual participants. Allocations will be made as of December 31, 1996 for   
the plan year ending February 28, 1997. Allocation to individual participant    
accounts are made in the ratio that the compensation of each participant bears  
to the total compensation of all such participants. There are no shares         
committed to be released as of November 30, 1996. Shares in suspense at November
30, 1996 are 1,500,000.                                                         

     The fair value of the Series B common stock upon purchase from the existing
stockholders in April 1996 was determined to be $7.33 per share. Under the terms
of the ESOP, the fair value of the stock at any plan year end is to be          
determined by an independent appraiser so long as the stock is not readily      
tradable on an established market. At November 30, 1996, there is no repurchase 
obligation.                                                                     

10.  INCOME TAXES                                                               

  Significant components of the provision for income taxes are as follows:

                                                        [Enlarge/Download Table]

                                                                            NINE MONTHS 
                                         YEAR ENDED FEBRUARY 28(29),           ENDED    
                                    -------------------------------------   NOVEMBER 30,
                                      1994          1995          1996          1996    
                                    ---------     --------     ----------   ------------
                                                                                        
Current:                                                                                
  Federal.......................... $ 259,000     $649,000     $1,094,000    $1,442,000 
  State............................    59,000      166,000        210,000       273,000 
                                    ---------     ---------    -----------  ----------- 
                                      318,000      815,000      1,304,000     1,715,000 
                                    ---------     ---------    -----------  ----------- 
Deferred:                                                                               
  Federal..........................  (163,000)     (14,000)       (87,000)     (153,000)
  State............................   (45,000)      (4,000)       (17,000)      (30,000)
                                    ---------     ---------    -----------  ----------- 
                                     (208,000)     (18,000)      (104,000)     (183,000)
                                    ---------     ---------    -----------  ----------- 
                                    $ 110,000     $797,000     $1,200,000    $1,532,000 
                                    =========     =========    ===========  =========== 

The provision for income taxes differed from the amount computed by   
applying the U.S. federal statutory rate to income before income taxes due to   
the effects of the following:                                                   

                                                        [Enlarge/Download Table]

                                                   YEAR ENDED FEBRUARY      NINE MONTHS 
                                                         28(29),               ENDED    
                                                 ------------------------   NOVEMBER 30,
                                                 1994      1995      1996       1996    
                                                 -----     -----     ----   ------------
                                                                                        
Federal income tax rate.........................  34.0%     34.0%    34.0%      34.0%   
State income taxes, net of federal income tax                                           
  benefit.......................................   6.1       6.1      6.1        6.1    
Benefit of operating loss carryforwards......... (12.6)    (15.2)                       
Reduction in valuation allowance................ (18.0)                                 
Other...........................................   0.1       3.1      3.5        1.4    
                                                 -----     -----     ----       ----    
                                                   9.6%     28.0%    43.6%      41.5%   
                                                 =====     =====     ====       ====    

  Deferred tax assets at February 28, 1995, February 29, 1996 and November
30, 1996 consist of certain inventory and accounts receivable reserves as well  
as differences in the bases of fixed asset which are measured differently for   
tax and financial reporting purposes.                                           

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MEADE INSTRUMENTS CORP. 

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

11.  SIGNIFICANT CUSTOMERS AND FOREIGN SALES                                    

 The Company generated 13%, 16% and 12% of its revenue from one customer
during the years ended February 28, 1994, February 28, 1995, February 29, 1996, 
respectively, and 24% of its revenue from two customers during the nine months  
ended November 30, 1996. Export sales approximated 19%, 17%, 25% and 17% of     
sales for the years ended February 28, 1994, February 28, 1995, February 29,    
1996 and the nine months ended November 30, 1996, respectively. The Company     
exports primarily to Europe and Japan.                                          

12.  SUBSEQUENT EVENTS                                                          

Proposed public offering                                                    

   In December 1996, the Company entered into an agreement in principle with
two underwriters (the Underwriters), whereby the Underwriters have agreed in    
principle to act as underwriters in an initial public offering (the Offering) of
up to 2,875,500 shares of newly-issued Company common stock (2,500,000 shares   
intended to be offered to the public and 375,500 shares which the Underwriters  
have the option to purchase to cover over-allotments, if any). Prior to the     
closing of this Offering, the Company will reincorporate into a Delaware        
corporation pursuant to a merger with and into a newly-formed and wholly-owned  
Delaware subsidiary, with the Delaware subsidiary to be the surviving           
corporation. All of the outstanding shares of the Series A and Series B common  
stock and Series A preferred stock of the Company will be exchanged on a ratio  
of one for one with shares of Series A and Series B common stock and Series A   
preferred stock of the Delaware subsidiary.                                     

  The Company intends to use the proceeds to redeem all of the outstanding
shares of the redeemable preferred stock and to repay the Company's term note   
and a portion of the line of credit. Supplemental net income per share is based 
upon the weighted average number of common shares outstanding during the year   
ended February 29, 1996 and the nine months ended November 30, 1996, after      
giving retroactive effect to the beginning of the period for the redemption of  
the preferred stock and the repayment of the Company's term note and a portion  
of the line of credit. Pursuant to Accounting Principles Board Statement No. 15,
the number of weighted average shares outstanding has been increased by         
2,077,778 shares. This is the number of shares necessary, at an assumed public  
offering price of $9.00 per share, to retire $12.7 million of term and revolving
debt and to redeem $6.0 million of Series A preferred stock.                    

Stock Incentive Plan                                                        

   In February 1997, the Company's Board of Directors adopted the 1997 Stock
Incentive Plan (the Plan). The Plan provides for the grant of incentive and     
non-qualified stock options, restricted stock, stock appreciation rights (SARs),
and performance stock awards to certain key employees (including officers,      
whether or not directors) of the Company. Under the Plan, the Company may grant 
options and other awards with respect to 750,000 shares of common stock. Awards 
under the Plan generally vest after six months and become exercisable over a    
four-year period, or as determined by the Compensation Committee of the Board of
Directors. Stock options generally remain exercisable for a period of ten years 
from the date of grant.                                                         

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======================================================                          

NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO  
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS     
OFFERING OTHER THAN THOSE OBTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,    
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN      
AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY OF THE UNDERWRITERS.  
NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER SHALL,     
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN 
THE INFORMATION PRESENTED HEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
AS OF WHICH SUCH INFORMATION IS GIVEN. THIS PROSPECTUS DOES NOT CONSTITUTE AN   
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF COMMON STOCK TO
WHICH IT RELATES, OR ANY SUCH SHARES IN ANY JURISDICTION TO WHOM IT IS UNLAWFUL 
TO MAKE SUCH OFFER OR SOLICITATION.                                             

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

TABLE OF CONTENTS 

                                                                [Download Table]

                                             PAGE
                                             ----
                                                 
Prospectus Summary.........................     3
Risk Factors...............................     7
Use of Proceeds............................    11
Dividend Policy............................    11
Dilution...................................    12
Capitalization.............................    13
Selected Financial Information.............    14
Management's Discussion and Analysis of          
  Financial Condition and Results of             
  Operations...............................    16
Business...................................    22
Management.................................    32
Certain Transactions.......................    37
Principal and Selling Stockholders.........    38
Description of Capital Stock...............    39
Shares Eligible for Future Sale............    43
Underwriting...............................    44
Legal Matters..............................    45
Experts....................................    45
Additional Information.....................    45
Index to Financial Statements..............   F-1

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

UNTIL            , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL    
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OF THE COMPANY, WHETHER OR   
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF THE DEALERS TO DELIVER A   
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD         
ALLOTMENTS OR SUBSCRIPTIONS.                                                    

======================================================                          

======================================================                          

3,370,000 SHARES

LOGO

LOGO

COMMON STOCK
------------------------- 
PROSPECTUS
------------------------- 

MORGAN KEEGAN & COMPANY, INC. 
CROWELL, WEEDON & CO. 
          , 1997

======================================================                          

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                           

The following table sets forth the expenses, other than underwriting  
discounts and commissions, payable by the Company in connection with the        
issuance and distribution of the Common Stock being registered. All amounts are 
estimates except the Securities and Exchange Commission registration fee, the   
NASD filing fee and the Nasdaq National Market listing fee.                     

                                                        [Enlarge/Download Table]
                                                                                      
Securities and Exchange Commission registration fee........................ $11,744   
NASD filing fee............................................................   4,376   
Nasdaq National Market listing fee.........................................  36,250   
Accounting fees and expenses...............................................       *   
Legal fees and expenses....................................................       *   
Blue Sky qualification fees and expenses...................................  10,000   
Printing and engraving expenses............................................       *   
Transfer agent and registrar fees..........................................   2,500   
Miscellaneous..............................................................       *   
                                                                            --------  
          Total............................................................ $     *(1)
                                                                            ========  

---------------                                                                 
*  To be filed by amendment.                                                  

(1) A portion of such expenses may be reimbursed by the Selling Stockholder. See
"Certain Transactions."                                                 

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

LIMITATION OF LIABILITY OF DIRECTORS                                            

The Certificate of Incorporation provides that a director will not be 
personally liable for monetary damages to the Company or its stockholders for   
breach of fiduciary duty as a director, except to the extent such exemption for 
liability or limitation thereof is not permitted under the Delaware General     
Corporation Law (i.e., liability (i) for any breach of the director's duty of   
loyalty to the Company or its stockholders, (ii) for acts or omissions not in   
good faith or which involve intentional misconduct or a knowing violation of    
law, (iii) for paying a dividend or approving a stock repurchase in violation of
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit).                  

   While the Certificate of Incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate of Incorporation will have no 
effect on the availability of equitable remedies, such as an injunction or      
rescission based on a director's breach of such director's duty of care.        

    The Certificate of Incorporation provides that each person (and the heirs,
executors, or administrators of such person) who was or is a party or is        
threatened to be made a party to, or is involved in any threatened pending or   
completed action, suit or proceeding, whether civil, criminal, administrative,  
or investigative, by reason of the fact that such person is or was a director or
officer of the Company or is or was serving at the request of the Company as a  
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, will be indemnified and held harmless by the Company to the   
fullest extent permitted by the Delaware General Corporation Law. The           
Certificate of Incorporation further provides that the right to indemnification 
includes the right to be paid by the Company for expenses incurred in connection
with any such proceeding in advance of its final disposition to the fullest     
extent permitted by the Delaware General Corporation Law, and that the right to 
indemnification conferred thereunder is deemed a contract right.                

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    The Certificate of Incorporation further provides that the Company may, by
action of its Board of Directors, provide indemnification to such of the        
employees and agents of the Company and such other persons serving at the       
request of the Company as employees or agents of another corporation,           
partnership, joint venture, trust or other enterprise to such extent and to such
effect as is permitted by the Delaware General Corporation Law and the Board of 
Directors.                                                                      

     The Company has entered into indemnification agreements with certain of its
directors and officers that require the Company to indemnify such directors and 
officers to the fullest extent permitted by applicable provisions of law,       
provided that any settlement of a third party action against a director or      
officer is approved by the Company, and subject to limitations for actions      
initiated by the director or officer, penalties paid by insurance and violations
of Section 16(b) of the Securities Exchange Act of 1934, as amended, and similar
laws.                                                                           

The Underwriting Agreement filed as Exhibit 1.1 to this Registration  
Statement provides for indemnification by the Underwriters of the Company and   
its directors and officers for certain liabilities arising under the Securities 
Act or otherwise.                                                               

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.                              

   (a) On April 23, 1996, pursuant to a recapitalization of the Company, the
Stockholders exchanged their shares of Common Stock for shares of Series A      
Common Stock and shares of Series B Common Stock. Immediately following such    
exchange, the Stockholders sold all of such shares of Series B Common Stock. See
"Certain Transactions." The issuances described in this Item 15(a) were deemed  
exempt from registration under the Securities Act in reliance upon Section      
3(a)(9) of the Securities Act.                                                  

(b) On April 23, 1996, the Company issued and sold 1,000 shares of its
Redeemable Preferred Stock to Churchill ESOP Capital Partners ("Churchill") for 
an aggregate purchase price of $6.0 million. In addition, the Company issued    
Churchill that certain Series A Common Stock Purchase Warrant to purchase       
1,000,000 shares of Series A Common Stock. Churchill exercised such warrant     
immediately after the closing of its purchase of the Redeemable Preferred Stock,
and pursuant thereto the Company issued and sold 1,000,000 shares of Series A   
Common Stock to Churchill for an aggregate purchase price of $10,000. The       
issuances described in this Item 15 were deemed to be exempt from registration  
under the Securities Act, in reliance on Section 4(2) of the Securities Act as  
transactions by an issuer not involving a public offering. In addition,         
Churchill represented its intentions to acquire the securities for investment   
only and not with a view to or for sale in connection with any distribution     
thereof and appropriate legends were affixed to the share certificates issued in
such transactions. Churchill had adequate access to information about the       
Company.                                                                        

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                            

(A) EXHIBITS.                                                                   

                                                        [Enlarge/Download Table]

EXHIBIT                                                                                  
NUMBER                                DESCRIPTION OF EXHIBIT                             
-------  --------------------------------------------------------------------------------
                                                                                         
  1.1    Form of Underwriting Agreement                                                  
  3.1    Certificate of Incorporation of the Company                                     
  3.2    Bylaws of the Company                                                           
  4.1*   Specimen stock certificate                                                      
  5.1    Opinion of O'Melveny & Myers LLP                                                
 10.1    Form of Directors' and Officers' Indemnity Agreement                            
 10.2+   Exchange Agreement, dated April 23, 1996, among Messrs. John C. Diebel, Steven  
         G. Murdock, Ronald Ezra and Joseph A. Gordon, Jr. (the "Stockholders") and the  
         Company                                                                         
 10.3+   Redemption Agreement, dated April 23, 1996, among the Stockholders and the      
         Company                                                                         
 10.4+   Securities Purchase Agreement, dated April 23, 1996, among Churchill ESOP       
         Capital Partners, A Minnesota Limited Partnership ("Churchill"), and the Company

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EXHIBIT                                                                                  
NUMBER                                DESCRIPTION OF EXHIBIT                             
-------  --------------------------------------------------------------------------------
                                                                                         
 10.5+   Series A Common Stock Purchase Warrant, dated April 23, 1996, issued to         
         Churchill                                                                       
 10.6+   Shareholder Agreement, dated April 23, 1996, among the Stockholders, Churchill  
         and the Company                                                                 
 10.7+   Industrial Lease (Single Tenant; Net; Stand-Alone), dated December 20, 1996,    
         between The Irvine Company and the Company                                      
 10.8+   Indemnity Agreement, dated April 23, 1996, among the Stockholders, the Company  
         and Churchill                                                                   
 10.9+   Employment Agreement, dated April 23, 1996, between John C. Diebel and the      
         Company                                                                         
 10.10+  Employment Agreement, dated April 23, 1996, between Steven G. Murdock and the   
         Company                                                                         
 10.11+  Employment Agreement, dated April 23, 1996, between Ronald Ezra and the Company 
 10.12+  Employment Agreement, dated April 23, 1996, between Joseph A. Gordon, Jr. and   
         the Company                                                                     
 10.13   Meade Instruments Corp. Employee Stock Ownership Plan (the "ESOP"), effective as
         of March 1, 1996, together with Form of Amendments No. 1 and No. 2 to the ESOP  
 10.14+  Employee Stock Ownership Trust Agreement, dated as of March 1, 1996, between the
         Company and Wells Fargo Bank, N.A.                                              
 10.15+  Employee Stock Ownership Plan Loan and Pledge Agreement, dated April 23, 1996,  
         between the ESOP and the Company                                                
 10.16+  Loan and Security Agreement, dated as of April 23, 1996, between the Company and
         Fleet Capital Corporation                                                       
 10.17+  Purchase and Sales Agreement, dated as of December 29, 1994, between the Company
         and Weidy Optical Co., Ltd.                                                     
 10.18+  Standard Industrial/Commercial Single-Tenant Lease-Net, dated as of November 20,
         1992, between the Company and Rossmore Enterprises                              
 10.19+  Promissory Note, dated July 8, 1995, between the Company and John C. Diebel     
 10.20+  Form of Trademark Distribution Agreement for EEC Countries                      
 10.21+  Form of Trademark Distribution Agreement for Non-EEC Countries                  
 10.22+  Incentive Compensation Agreement, dated as of October 4, 1995, between the      
         Company and Brent Christensen                                                   
 10.23+  Standard Industrial/Commercial Multi-Tenant Lease-Gross, dated as of January 31,
         1996, by and between the Company and CNH, LLC                                   
 10.24   Celtic Master Lease, dated as of February 23, 1995, by and between the Company  
         and Celtic Leasing Corp.                                                        
 10.25   Stock Purchase Agreement, dated as of April 23, 1996, by and among the ESOP, the
         Company, the Diebel Living Trust u/d/t dated January 12, 1995 and John C. Diebel
 10.26   Stock Purchase Agreement, dated as of April 23, 1996, by and among the ESOP, the
         Company, the Murdock 1986 Trust u/d/t dated October 23, 1986 and Steven G.      
         Murdock                                                                         
 10.27   Stock Purchase Agreement, dated as of April 23, 1996, by and among the ESOP, the
         Company and Ronald Ezra                                                         
 10.28   Stock Purchase Agreement, dated as of April 23, 1996, by and among the ESOP, the
         Company and Joseph A. Gordon, Jr.                                               
 10.29   Meade Instruments Corp. 1997 Stock Incentive Plan                               

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EXHIBIT                                                                                  
NUMBER                                DESCRIPTION OF EXHIBIT                             
-------  --------------------------------------------------------------------------------
                                                                                         
 10.30   Form of Agreement of Merger, by and between the Company and the predecessor of  
         the Company.                                                                    
 10.31   Preferred Stock Redemption Agreement, dated as of January 31, 1997, by and      
         between the Company and Churchill                                               
 23.1*   Consent of Price Waterhouse LLP (contained on page II-)                         
 23.2    Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)                      
 24.1+   Power of Attorney                                                               
 27.1+   Financial Data Schedule                                                         

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

* To be provided by amendment.                                                  

+ Previously filed.                                                             

(B) FINANCIAL STATEMENT SCHEDULES.                                              

All schedules are omitted because they are not required, are not      
applicable, or the information is included in the Financial Statements or Notes 
thereto.                                                                        

ITEM 17.  UNDERTAKINGS                                                          

(a) The undersigned Registrant hereby undertakes to provide to the    
underwriters at the closing specified in the underwriting agreement,            
certificates in such denominations and registered in such names as required by  
the underwriters to permit prompt delivery to each purchaser.                   

     (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the      
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant   
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the Registrant of expenses  
incurred or paid by a director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

(c) The undersigned Registrant hereby undertakes that:                

      (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of a
   registration statement in reliance upon Rule 430A and contained in a form
    of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the     
registration statement as of the time it was declared effective.      

      (2) For purposes of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
 be deemed to be a new registration statement relating to the securities
    offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.                  

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 1 to the Registration Statement (No. 333-21123) to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the City 
of Irvine, County of Orange, State of California, on the 27th day of February,  
1997.                                                                           

                           MEADE INSTRUMENTS CORP.

                                  By:      /s/ STEVEN G. MURDOCK
                                             -----------------------------------
                                           Steven G. Murdock
                                           President and Chief Operating
                                         Officer

     Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
the Registration Statement (No. 333-21123) has been signed by the following     
persons in the capacities and on the date indicated.                            

                                                        [Enlarge/Download Table]

            SIGNATURE                             TITLE                        DATE        
----------------------------------  ----------------------------------  -------------------
                                                                                           

                *                   Chairman of the Board and Chief      February 27, 1997 
----------------------------------    Executive Officer (Principal                         
          John C. Diebel              Executive Officer)                                   

      /s/ STEVEN G. MURDOCK         Director, President and Chief        February 27, 1997 
----------------------------------    Operating Officer                                    
        Steven G. Murdock                                                                  

                *                   Vice President -- Finance and        February 27, 1997 
----------------------------------    Chief Financial Officer                              
       Brent W. Christensen           (Principal Financial and                             
                                      Accounting Officer)                                  

                *                   Director and Senior Vice President   February 27, 1997 
----------------------------------    of North American Sales                              
      Joseph A. Gordon, Jr.                                                                

*By: /s/ STEVEN G. MURDOCK                                                                 
     -----------------------------                                                         
        Steven G. Murdock                                                                  
         Attorney-in-Fact                                                                  

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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

                                                                                SEQUENTIALLY
EXHIBIT                                                                          NUMBERED   
NUMBER                          DESCRIPTION OF EXHIBIT                             PAGE     
-------  ---------------------------------------------------------------------  ----------- 
                                                                                            
  1.1    Form of Underwriting Agreement.......................................              
  3.1    Certificate of Incorporation of the Company..........................              
  3.2    Bylaws of the Company................................................              
  4.1*   Specimen stock certificate...........................................              
  5.1    Opinion of O'Melveny & Myers LLP.....................................              
 10.1    Form of Directors' and Officers' Indemnity Agreement.................              
 10.2+   Exchange Agreement, dated April 23, 1996, among Messrs. John C.                    
         Diebel, Steven G. Murdock, Ronald Ezra and Joseph A. Gordon, Jr. (the              
         "Stockholders") and the Company......................................              
 10.3+   Redemption Agreement, dated April 23, 1996, among the Stockholders                 
         and the Company......................................................              
 10.4+   Securities Purchase Agreement, dated April 23, 1996, among Churchill               
         ESOP Capital Partners, A Minnesota Limited Partnership ("Churchill"),              
         and the Company......................................................              
 10.5+   Series A Common Stock Purchase Warrant, dated April 23, 1996, issued               
         to Churchill.........................................................              
 10.6+   Shareholder Agreement, dated April 23, 1996, among the Stockholders,               
         Churchill and the Company............................................              
 10.7+   Industrial Lease (Single Tenant; Net; Stand-Alone), dated December                 
         20, 1996, between The Irvine Company and the Company.................              
 10.8+   Indemnity Agreement, dated April 23, 1996, among the Stockholders,                 
         the Company and Churchill............................................              
 10.9+   Employment Agreement, dated April 23, 1996, between John C. Diebel                 
         and the Company......................................................              
 10.10+  Employment Agreement, dated April 23, 1996, between Steven G. Murdock              
         and the Company......................................................              
 10.11+  Employment Agreement, dated April 23, 1996, between Ronald Ezra and                
         the Company..........................................................              
 10.12+  Employment Agreement, dated April 23, 1996, between Joseph A. Gordon,              
         Jr. and the Company..................................................              
 10.13   Meade Instruments Corp. Employee Stock Ownership Plan (the "ESOP"),                
         effective as of March 1, 1996, together with Form of Amendments No. 1              
         and No. 2 to the ESOP................................................              
 10.14+  Employee Stock Ownership Trust Agreement, dated as of March 1, 1996,               
         between the Company and Wells Fargo Bank, N.A. ......................              
 10.15+  Employee Stock Ownership Plan Loan and Pledge Agreement, dated April               
         23, 1996, between the ESOP and the Company...........................              
 10.16+  Loan and Security Agreement, dated as of April 23, 1996, between the               
         Company and Fleet Capital Corporation................................              
 10.17+  Purchase and Sales Agreement, dated as of December 29, 1994, between               
         the Company and Weidy Optical Co., Ltd. .............................              

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                                                        [Enlarge/Download Table]

                                                                                SEQUENTIALLY
EXHIBIT                                                                          NUMBERED   
NUMBER                          DESCRIPTION OF EXHIBIT                             PAGE     
-------  ---------------------------------------------------------------------  ----------- 
                                                                                            
 10.18   Standard Industrial/Commercial Single-Tenant Lease-Net, dated as of                
         November 20, 1992, between the Company and Rossmore Enterprises......              
 10.19+  Promissory Note, dated July 8, 1995, between the Company and John C.               
         Diebel...............................................................              
 10.20+  Form of Trademark Distribution Agreement for EEC Countries...........              
 10.21+  Form of Trademark Distribution Agreement for Non-EEC Countries.......              
 10.22+  Incentive Compensation Agreement, dated as of October 4, 1995,                     
         between the Company and Brent Christensen............................              
 10.23+  Standard Industrial/Commercial Multi-Tenant Lease-Gross, dated as of               
         January 31, 1996, by and between the Company and CNH, LLC............              
 10.24   Celtic Master Lease, dated as of February 23, 1995, by and between                 
         the Company and Celtic Leasing Corp. ................................              
 10.25   Stock Purchase Agreement, dated as of April 23, 1996, by and among                 
         the ESOP, the Company, the Diebel Living Trust u/d/t dated January                 
         12, 1995 and John C. Diebel..........................................              
 10.26   Stock Purchase Agreement, dated as of April 23, 1996, by and among                 
         the ESOP, the Company, the Murdock 1986 Trust u/d/t dated October 23,              
         1986 and Steven G. Murdock...........................................              
 10.27   Stock Purchase Agreement, dated as of April 23, 1996, by and among                 
         the ESOP, the Company and Ronald Ezra................................              
 10.28   Stock Purchase Agreement, dated as of April 23, 1996, by and among                 
         the ESOP, the Company and Joseph A. Gordon, Jr. .....................              
 10.29   Meade Instruments Corp. 1997 Stock Incentive Plan....................              
 10.30   Form of Agreement of Merger, by and between the Company and the                    
         predecessor of the Company...........................................              
 10.31   Preferred Stock Redemption Agreement, dated as of January 31, 1997,                
         by and between the Company and Churchill                                           
 23.1*   Consent of Price Waterhouse LLP (contained on page II-) .............              
 23.2    Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)...........              
 24.1+   Power of Attorney....................................................              
 27.1+   Financial Data Schedule..............................................              

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

* To be provided by amendment.                                                  

+ Previously filed.                                                             

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-1/A Filing		Date		First		Last			Other Filings
		2/28/92		5		23
		2/29/92		15
		11/20/92		67		71
		2/28/93		15		54
		2/28/94		21		63
		6/1/94		59
		12/29/94		67		70
		1/12/95		67		71
		2/23/95		67		71
		2/28/95		15		63
		7/8/95		67		71
		10/4/95		67		71
		11/30/95		5		58
		1/31/96		67		71
		2/26/96		56
		2/28/96		59
		2/29/96		5		63
		3/1/96		6		70
		3/29/96		59
		4/22/96		38
		4/23/96		6		71
		6/30/96		58
		7/8/96		59
		11/30/96		5		63
		12/20/96		67		70
		12/31/96		32		62
		1/31/97		38		71
		2/4/97		50					S-1
		2/5/97		48		51			S-1
		2/6/97		48
Filed On / Filed As Of		2/27/97		1		69			8-A12G
		2/28/97		6		62			10-K
		3/1/97		12
		4/23/01		61
		8/30/01		32
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