Special Situations Fund III LP, et al. – ‘SC 13G’ on 11/4/02 re: Meade Instruments Corp

On:  Monday, 11/4/02, at 3:50pm ET   ·   Accession #:  914248-2-94   ·   File #:  5-52619

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      8±    32K 


UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                  
Washington, D.C.  20549                 

SCHEDULE 13G                                                                    

Under the Securities Exchange Act of 1934               
(Amendment No. ___)*                    

      Meade Instruments Corp
______________________________________________________              
(Name of Issuer)                

Common Stock                    
______________________________________________________                          
(Title of Class of Securities)                

         583062104
____________________________________              
(CUSIP Number)                

October 31, 2002
-------------------------------------------------------         
(Date of Event Which Requires Filing of this Statement)         

Check the appropriate box to designate the rule pursuant to which this          
Schedule is filed:                                                              

-x--            Rule 13d-1(b)                                   
----            Rule 13d-1(c)                                   
----            Rule 13d-1(d)                                   

*The remainder of this cover page shall be filled out for a reporting           
person's initial filing on this form with respect to the subject class          
of securities, and for any subsequent amendment containing information          
which would alter the disclosures provided in a prior cover page.               

The information required in the remainder of this cover page shall not          
be deemed to be "filed" for the purpose of Section 18 of the                    
Securities Exchange Act of 1934 ("Act") or otherwise subject to the             
liabilities of that section of the Act but shall be subject to all              
other provisions of the Act (however, see the Notes).                           

CUSIP No. 583062104                13G         Page 2 of 13                     
----------------------------------------------------------------                
(1)  NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Special Situations Fund III, L.P. ("The Fund") F13-3737427            
MGP Advisers Limited Partnership* ("MGP") F13-3263120           
----------------------------------------------------------------                
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See                      
Instructions)                                                   
(a) | |                                                                     
(b) |X|                                                                     
----------------------------------------------------------------                
(3)  SEC USE ONLY                                                               
----------------------------------------------------------------                
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
----------------------------------------------------------------                
NUMBER OF     (5) SOLE VOTING POWER   See Marxe/Greenhouse                    
SHARES       ------------------------------------------------                   
-BENEFICIALLY   (6) SHARED VOTING POWER             None                        
OWNED BY      -------------------------------------------------               
EACH        (7) SOLE DISPOSITIVE POWER  See Marxe/Greenhouse              
REPORTING     -------------------------------------------------                 
PERSON WITH:   (8) SHARED DISPOSITIVE POWER        None                         
----------------------------------------------------------------                
(9)  AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON                

1,136,500                                                             
----------------------------------------------------------------                
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                          
CERTAIN SHARES (See Instructions)                                     

----------------------------------------------------------------                
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

5.7                                                                 
----------------------------------------------------------------                
(12) TYPE OF REPORTING PERSON (See Instructions)                                

IV/IA                                                                 
----------------------------------------------------------------                

?       AWM Investment Company, Inc., a Delaware corporation is the             
General Partner of this entity.                                                 

CUSIP No. 583062104                13G         Page 3   of   13                 
----------------------------------------------------------------                
(1)  NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Special Situations Private Equity Fund, L.P.   F13-3916551            
("SSPE")                                                        
MG Advisers L.L.C. ("MG") F13-3916549                           
----------------------------------------------------------------                
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See                      
Instructions)                                                   
(a) | |                                                                     
(b) |X|                                                                     
----------------------------------------------------------------                
(3)  SEC USE ONLY                                                               
----------------------------------------------------------------                
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
----------------------------------------------------------------                
NUMBER OF     (5) SOLE VOTING POWER   See Marxe/Greenhouse                    
SHARES       ------------------------------------------------                   
-BENEFICIALLY   (6) SHARED VOTING POWER             None                        
OWNED BY      -------------------------------------------------               
EACH        (7) SOLE DISPOSITIVE POWER  See Marxe/Greenhouse              
REPORTING     -------------------------------------------------                 
PERSON WITH:   (8) SHARED DISPOSITIVE POWER        None                         
----------------------------------------------------------------                
(9)  AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON                

583,400                                                                       
----------------------------------------------------------------                
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                          
CERTAIN SHARES (See Instructions)                                     

----------------------------------------------------------------                
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

2.9                                                                 
----------------------------------------------------------------                
(12) TYPE OF REPORTING PERSON (See Instructions)                                

IV/IA                                                                 
----------------------------------------------------------------                

CUSIP No. 583062104           13G             Page 4 of 13                      
----------------------------------------------------------------                
(1)  NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Special Situations Cayman Fund, L.P. ("CAY") 98-0132442         
AWM Investment Company, Inc.  ("AWM") 11-3086452                      
----------------------------------------------------------------                
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See                      
Instructions)                                                   

(a) | |                                                                     
(b) |X|                                                                     
----------------------------------------------------------------                
(3)  SEC USE ONLY                                                               

----------------------------------------------------------------                
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Cayman Islands, Delaware                                              
----------------------------------------------------------------                
NUMBER OF     (5) SOLE VOTING POWER   See Marxe/Greenhouse                    
SHARES       -------------------------------------------------              
BENEFICIALLY   (6) SHARED VOTING POWER            None                          
OWNED BY      -------------------------------------------------               
EACH        (7) SOLE DISPOSITIVE POWER  See Marxe/Greenhouse              
REPORTING     -------------------------------------------------               
PERSON WITH:   (8) SHARED DISPOSITIVE POWER       None                          
----------------------------------------------------------------                
(9)  AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON                
378,019                                                                   
----------------------------------------------------------------                
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                      
CERTAIN SHARES (See Instructions)                                     

----------------------------------------------------------------                
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

1.9                                                                       
----------------------------------------------------------------                
(12) TYPE OF REPORTING PERSON*                                                  

IV/IA                                                                 
----------------------------------------------------------------                

CUSIP No. 583062104          13G         Page 5 of 13 Pages                     
----------------------------------------------------------------                
(1)  NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).           

Austin W. Marxe                                                       
David M. Greenhouse                                                   
----------------------------------------------------------------                
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See                      
Instructions)                                                   

(a) | |                                                                     
(b) |X|                                                                     
----------------------------------------------------------------                
(3)  SEC USE ONLY                                                               

----------------------------------------------------------------                
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States of America                                              
----------------------------------------------------------------                
NUMBER OF     (5) SOLE VOTING POWER        2,097,919                          
SHARES       -------------------------------------------------              
BENEFICIALLY   (6) SHARED VOTING POWER           None                           
OWNED BY      -------------------------------------------------               
EACH        (7) SOLE DISPOSITIVE POWER    2,097,919                       
REPORTING     -------------------------------------------------               
PERSON WITH:    (8) SHARED DISPOSITIVE POWER      None                          
----------------------------------------------------------------                
(9)  AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON                

2,097,919                                                                 
----------------------------------------------------------------                
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                      
CERTAIN SHARES (See Instructions)                                     

----------------------------------------------------------------                
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

10.6                                                            
----------------------------------------------------------------                
(12) TYPE OF REPORTING PERSON*                                                  

IN                                                                    
----------------------------------------------------------------                

                                                            Page 6 of 13 Pages
Item 1.                                                                         
(a)  Name of Issuer:  Meade Instruments Corp.                                   
(b)  Address of Issuer's Principal Executive Offices:                           
6001 Oak Canyon, Irving, CA 92618                               

Item 2. a)Name of Person Filing:  This statement is filed on behalf of          
(i) Special Situations Fund III, L.P., a Delaware limited partnership           
("SSF III"); (ii) Special Situations Private Equity Fund, L.P., a               
Delaware limited partnership ("SSPE") (iii) Special Situations Cayman           
Fund, L.P., a Cayman Islands limited partnership (the "Cayman Fund");           
(iv) MGP Advisers Limited Partnership, a Delaware limited partnership,          
("MGP"); (v) MG Advisers L.L.C., a New York limited liability company           
("MG"); (vi) AWM Investment Company, Inc., a Delaware corporation               
("AWM"); (vii)) Austin W. Marxe and (viii) David Greenhouse.  Each of           
the foregoing is hereinafter individually referred to as a "Reporting           
Person" and collectively as the "Reporting Persons."                            
(b)  Address of Principal Business Office or, if none, Residence:               
The principal office and business address of the Reporting Persons,             
other than the Cayman Fund, is 153 East 53 Street, New York, New York           
10022.  The principal office and business address of the Cayman Fund            
is c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Bank                  
Building, P.O. Box 694, Grand Cayman, Cayman                                    

                                                              Page 7 of 13 Pages
Islands, British West Indies.                                                   
(c) Citizenship:  SSF III, SSPE, and MGP are Delaware limited                   
partnerships.  MG is a New York limited liability company. AWM is a             
Delaware corporation.  The Cayman Fund was formed under the laws of             
the Cayman Island.  Austin W. Marxe and David M. Greenhouse are United          
States citizens.  The principal business of SSF III, SSPE, and the              
Cayman Fund (individually, a "Fund" and, collectively, the "Funds") is          
to invest in, sell, convey, transfer, exchange and otherwise trade in           
principally equity and equity related securities.  The principal                
business of MGP is to act as general partner of and investment adviser          
to SSF III.   The principal business of MG is to act as the general             
partner of and the investment adviser to SSPE.  The principal business          
of AWM is to act as general partner of MGP and general partner of and           
investment adviser to the Cayman Fund.  MGP, MG, and AWM are referred           
to herein, individually, as an "Adviser" and, collectively, as the              
"Advisers."   The principal occupation of Austin W. Marxe and David             
Greenhouse is to serve as officers, directors and members or principal          
shareholders of the Advisers.                                                   
2(d)            Title of Class of Securities: See cover sheets.                 
(e)             CUSIP Number:  See cover sheets.                                
Item 3. If this statement is filed pursuant to $240.13d-1(b) or                 
240.13d-2(b), check whether the person filing is a:                             

                                                              Page 8 of 13 Pages
(a) ( ) Broker or Dealer registered under section 15 of the Act;                
(b) ( ) Bank as defined in section 3(a) (6) of the Act;                         
(c) ( ) Insurance Company as defined in section 3(a) (19) of the                
Act;                                                                            
(d) (x) Investment Company registered under section 8 of the                    
Investment Company Act of 1940;                                                 
(e) (x) An Investment Adviser in accordance with $240.13d                       
-1(b)(I)(ii)(E);                                
(f) ( ) An employee benefit plan or endowment fund in accordance                
with $240.13d-1(b)(I)(ii)(F);                                                   
(g) (x) A parent holding company or control person in accordance                
with $240.13d-1(b)(1)(ii)(G);                                                   
(h) ( )         A savings association as defined in Section 3(b) of the         
Federal Deposit Insurance Act;                                                  
(i) ( )   A church plan that is excluded from the definition of an              
investment company under section 3(c)(14) of the Investment                     
Company Act of 1940;                                                            
(j) ( )   Group, in accordance with $240.13d-1(b)(1)(ii)(J).                    
See Exhibit A attached hereto.                                                  
Item 4. Ownership:                                                              
(a)  Amount Beneficially Owned: 2,097,919 shares of common stock are            
beneficially owned by Austin Marxe and David Greenhouse;         of which       
1,136,500 common shares are owned by SSF III, 583,400 common shares             
are owned by SSPE, 378,019 common shares are owned by CAY.                      

Page 9 of 13 Pages                                                              
(b) Percent of Class: 10.6 percent of the common stock are owned by           
Austin Marxe and David Greenhouse, 5.7 percent are owned by SSF III,            
2.9 percent are owned by SSPE, 1.9 percent are owned by CAY.                    

(c) Number of Shares as to which the person has Rights to Vote and/or           
Dispose of Securities:  SSF III, SSPE, CAY, MGP, MG, and AWM have sole          
power to vote or to direct the vote and to dispose or to direct the             
disposition of all securities reported hereby which are respectively            
beneficially owned by each Fund and its Adviser.  Austin Marxe and              
David Greenhouse have shared power to vote or to direct the vote of             
and to dispose or to direct the disposition of securities reported              
hereby which are beneficially owned by Austin Marxe and David                   
Greenhouse by virtue of being Executive Officers of the Investment              
Advisers.                                                                       
Item 5. Ownership of Five Percent or Less of a Class:  If this                  
statement is being filed to report the fact that as of                          
the date hereof the reporting person has ceased to be the beneficial            
owner of more that five percent of the class of securities, check the           
following      .                                                                
Item 6.Ownership of More than Five Percent on Behalf of Another                 
Person:  SSF III, SSPE, and CAY as owners of the securities in                  
question, have the right to receive any dividends from, or proceeds             
from the sale of, such securities.                                              

                                                             Page 10 of 13 Pages
Item 7. Identification and Classification of the Subsidiary Which               
Acquired the Security being Reported on By the Parent Holding Company:          
See Exhibit A attached hereto.                                                  
Item 8. Identification and Classification of Members of the                     
Group:  Not applicable                                                        
Item 9. Notices of Dissolution of Group:  Not applicable.                       
Item 10.        Certification:                                                  
                  By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were                     
acquired and are held in the ordinary course of business and were               
not acquired and are not held for the purpose of or with the                    
effect of changing or influencing the control of the issuer of                  
the securities and were not acquired and are not held in                        
connection with or as a participant in any transaction having                   
that purpose or effect.                                                         

                                                             Page 11 of 13 Pages
SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and    
belief, I certify that the information set forth in this statement is           
true, complete and correct.                                                     

Dated: November 4, 2002                                                         

 SPECIAL SITUATIONS FUND III, L.P.

By:/s/ Austin W. Marxe          
Austin W. Marxe           
Managing Director         

MGP ADVISERS LIMITED PARTERSHIP 

By:/s/ Austin W. Marxe          
Austin W. Marxe                                                           
           President and Chief Executive Officer

            SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.

By:/s/ Austin W. Marxe          
Austin W. Marxe                                                 
           President and Chief Executive Officer

MG ADVISERS, L.L.C.             

By:/s/ Austin W. Marxe          
Austin W. Marxe                                                           
           President and Chief Executive Officer

                                                   Page 12 of 13 Pages

    SPECIAL SITUATIONS CAYMAN FUND, L.P.

By: /s/ Austin W. Marxe         
Austin W. Marxe                                                         
Managing Director       

AWM INVESTMENT COMPANY, INC.                                                    

By: /s/ Austin W. Marxe         
Austin W. Marxe                                                         
President and CEO       

____________________________    
Austin W. Marxe                 

_____________________________   
David M. Greenhouse             

   Page 13 of 13 Pages

EXHIBIT A                                                                       

This Exhibit explains the relationship between the Reporting    
Persons.  MGP Advisers Limited Partnership (MGP), a Delaware limited            
partnership, is the general partner of the Special Situations Fund              
III, L.P., a Delaware Limited Partnership.  AWM Investment Company,             
Inc., a Delaware corporation, is the general partner of MGP and the             
general partner of and investment adviser to the Cayman Fund. MG                
Advisers, L.L.C. is the general partner of and investment adviser to            
the Special Situations Private Equity Fund, L.P. Austin W. Marxe and            
David M. Greenhouse are the principal owners of MGP, MG, and AWM and            
are principally responsible for the selection, acquisition and                  
disposition of the portfolios securities by the investment advisers on          
behalf of their Fund.                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		11/4/02		SC 13D/A
		10/31/02
				List all Filings