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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement | |
x | Definitive Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
MEADE INSTRUMENTS CORP.
Payment of Filing Fee (Check the appropriate box):
x | Fee not required. | ||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||||
(1) | Title of each class of securities to which transaction applies: | ||||
(2) | Aggregate number of securities to which transaction applies: | ||||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
(4) | Proposed maximum aggregate value of transaction: | ||||
(5) | Total fee paid: | ||||
o | Fee paid previously with preliminary materials. | ||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
(1) | Amount Previously Paid: | ||||
(2) | Form, Schedule or Registration Statement No.: | ||||
(3) | Filing Party: | ||||
(4) | Date Filed: |
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Meade Instruments Corporation 6001 OAK CANYON, IRVINE, CALIFORNIA 92618 U.S.A. (949) 451-1450 • FAX: (949) 451-1460 • www.meade.com |
Sincerely, | |
Steven G. Murdock | |
Chief Executive Officer, President and Secretary |
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(1) To re-elect Michael P. Hoopis and Vernon L. Fotheringham to the Board of Directors for a three-year term expiring at the 2008 Annual Meeting of Stockholders; and | |
(2) To transact such other business as may properly come before the Annual Meeting and at any adjournment thereof. |
By Order of the Board of Directors | |
Mark D. Peterson | |
Senior Vice President and General Counsel |
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A: | (1) The election of Michael P. Hoopis and Vernon L. Fotheringham to the Board of Directors for a three-year term expiring at the 2008 Annual Meeting of Stockholders; and |
(2) The transaction of such other business as may properly come before the Annual Meeting and at any adjournment thereof. |
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(1) | Notifying the Corporate Secretary in writing at 6001 Oak Canyon, Irvine, California 92618, the principal executive office of the Company; | |
(2) | Returning a later-dated proxy card; or | |
(3) | Attending the Annual Meeting and voting in person (upon showing proper evidence of your ownership of your shares). |
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Class | Nominee | Term | ||||
I | Michael P. Hoopis | Three-year term expiring at the 2008 Annual Meeting | ||||
I | Vernon L. Fotheringham | Three-year term expiring at the 2008 Annual Meeting |
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Director | ||||||
Name and Age | Business Experience and Directorships | Since | ||||
NOMINEES: | ||||||
Class I: | ||||||
Michael P. Hoopis (54) | Michael P. Hoopis has served as the President and Chief Executive Officer of Water Pik Technologies, Inc. since November 1999. From October 1998 to November 1999, Mr. Hoopis was President and Chief Executive Officer of the consumer products segment of Allegheny Teledyne, Inc., the predecessor to Water Pik Technologies, Inc. From July 1996 to September 1998, Mr. Hoopis served as President of Worldwide Household Products, Black & Decker Corporation. From May 1992 to July 1996, Mr. Hoopis served as President of Price Pfister, Inc., a division of Black & Decker Corporation. Mr. Hoopis received his BS degree in industrial engineering from the University of Rhode Island. He serves as a member of the board of directors of Water Pik Technologies, Inc. | 2000 | ||||
Vernon L. Fotheringham (57) | Vernon L. Fotheringham has served as President and Chief Executive Officer of Adaptik, Inc., a manufacturer of broadband wireless access networks, since May 2004. Mr. Fotheringham was a managing director of SDR Holdings, LLC from July 2003 until May 2004. From October 2002 until July 2003 he was the President and CEO of Broadstorm, Inc. From June 1998 to January 2001, Mr. Fotheringham was the Chairman of Bazillion, Inc. a global Integrated Service Provider. From March 1993 to November 1997, Mr. Fotheringham was the founder, chairman and CEO of Advanced Radio Telecom Corporation. Mr. Fotheringham received a BA degree in fine arts from California State University, Fullerton. | 2001 | ||||
CONTINUING DIRECTORS: | ||||||
Class II: | ||||||
Steven G. Murdock (53) | Steven G. Murdock was named Chief Executive Officer of the Company as of June 1, 2003 and previously had served as the Company’s President and Chief Operating Officer since October 1990 and the Company’s Secretary since April 1996. From May 1980 to October 1990, Mr. Murdock served as 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 a BS degree in business administration from California State University at Northridge. | 1996 |
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Director | ||||||
Name and Age | Business Experience and Directorships | Since | ||||
Harry L. Casari (68) | Harry L. Casari was named Chairman of the Board of the Company as of June 1, 2003. Mr. Casari is currently a private investor. He worked as a Certified Public Accountant for Ernst & Young LLP from 1969 until 1994 when he retired as a Partner. Mr. Casari received a BS degree in business administration from the University of Denver. He serves as a member of the board of directors of Cohu, Inc., Orange 21, Inc. and Axesstel, Inc. | 1997 | ||||
Class III: | ||||||
Timothy C. McQuay (53) | Timothy C. McQuay has been a Managing Director — Investment Banking at A.G. Edwards & Sons, Inc. since August 1997. From May 1995 to August 1997, Mr. McQuay was a Partner at Crowell, Weedon & Co. and from October 1994 to August 1997 he also served as Managing Director — Corporate Finance. From May 1993 to October 1994, Mr. McQuay served as Vice President, Corporate Development with Kerr Group, Inc., a New York Stock Exchange listed plastics manufacturing company. From May 1990 to May 1993, Mr. McQuay served as Managing Director — Merchant Banking with Union Bank. Mr. McQuay received a BA degree in economics from Princeton University and a MBA degree in finance from the University of California at Los Angeles. He serves as a member of the board of directors of Keystone Automotive Industries, Inc. | 1997 | ||||
Frederick H. Schneider, Jr. (49) | Mr. Schneider is currently a Senior Managing Director at Pasadena Capital Partners, LLC. From September 1994 to January 1998, he served as Chief Financial Officer and Principal of Leonard Green & Partners, L.P., a merchant banking firm. From June 1978 to September 1994, he was employed by KPMG Peat Marwick, where he served as an Audit and Due Diligence Partner from June 1989 to September 1994. Mr. Schneider received a BA degree in accounting and management from Ambassador College. He serves as a member of the board of directors of Sport Chalet, Inc., and Skechers U.S.A., Inc. | 2004 |
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THE AUDIT COMMITTEE | |
OF THE BOARD OF DIRECTORS | |
Harry L. Casari (Chairman) | |
Michael P. Hoopis | |
Vernon L. Fotheringham | |
Frederick H. Schneider, Jr. |
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Type of Fee | 2/28/05 | 2/29/04 | ||||||
($) | ($) | |||||||
Audit Fees — professional services rendered for the audit of the Company’s annual financial statements and the review of the financial statements included in the Company’s Form 10-Qs | 211,000 | 156,000 | ||||||
Audit-Related Fees — services that are reasonably related to the performance of the audit or review of the Company’s financial statements, including reviews of registration statements filed with the SEC | 20,000 | 15,000 | ||||||
Tax Fees — professional services rendered for tax compliance, tax consulting and tax planning, including reviews of income tax returns | 136,000 | 153,000 | ||||||
All Other Fees | 13,000 | 0 |
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Amount and | ||||||||
Nature of | Percent | |||||||
Beneficial | of | |||||||
Name and Address | Ownership | Class | ||||||
Austin W. Marxe and David M. Greenhouse(1) | 1,948,862 | 9.74 | % | |||||
Hummingbird Management, LLC(2) | 1,635,285 | 8.17 | % | |||||
Dimensional Fund Advisors Inc.(3) | 1,460,025 | 7.30 | % | |||||
Wellington Management Company, LLP(4) | 1,250,000 | 6.25 | % | |||||
Steven G. Murdock(5)(6) | 2,037,359 | 10.18 | % | |||||
Harry L. Casari(5)(7) | 59,133 | * | ||||||
Timothy C. McQuay(5)(8) | 56,333 | * | ||||||
Michael P. Hoopis(5)(9) | 26,333 | * | ||||||
Vernon L. Fotheringham(5)(10) | 13,333 | * | ||||||
Frederick H. Schneider, Jr. (5) | 0 | * | ||||||
Mark D. Peterson(5)(11) | 329,604 | 1.65 | % | |||||
Robert L. Davis(5)(12) | 197,393 | * | ||||||
Brent W. Christensen(5)(13) | 336,584 | 1.68 | % | |||||
Meade Instruments Corp. Employee Stock Ownership Plan(5)(14) | 1,546,334 | 7.73 | % | |||||
All current directors and executive officers as a group (9 persons)(15) | 3,056,072 | 15.28 | % |
* | Less than 1% |
(1) | According to a Schedule 13G, dated as of January 10, 2005, filed with the Securities and Exchange Commission, Austin W. Marxe and David M. Greenhouse (the “Principals”) have sole voting power as to none of such shares, sole dispositive power as to none of such shares, shared voting power as to 1,948,862 of such shares and shared dispositive power as to 1,948,862 of such shares. The Principals share voting and investment power over 351,779 shares of Common Stock owned by Special Situations Cayman Fund, L.P., 1,056,783 shares of Common Stock owned by Special Situations Fund III, L.P., and 540,300 shares of Common Stock owned by Special Situations Private Equity Fund, L.P. The mailing address of the Principals is 153 East 53rd Street, 55th Floor, New York, NY 10022. |
(2) | According to a Schedule 13D, dated as of December 30, 2004, filed with the Securities and Exchange Commission, Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC), a Delaware limited liability company (“Hummingbird”), has sole voting power as to 1,635,285 of such shares, sole dispositive power as to 1,635,285 of such shares, shared voting power as to none of such shares and shared dispositive power as to none of such shares. As investment manager, Hummingbird may be deemed to have sole voting and investment authority over 409,600 shares of Common Stock owned by The Hummingbird Value Fund, L.P., 432,260 shares of Common Stock owned by The Hummingbird Microcap Value Fund, L.P., and 793,425 shares of Common Stock owned by The Hummingbird Concentrated Fund, L.P. Paul D. Sonkin, managing member and control person of Hummingbird (“Sonkin”), owns an additional 23,000 shares of Common Stock personally which if included with the 1,635,285 shares listed above would result in a total of 1,658,285 shares or 8.29% of the total outstanding Common Stock. The mailing address of Hummingbird is 460 Park Avenue, 12th Floor, New York, NY 10022. |
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(3) | According to a Schedule 13G, dated as of February 9, 2005, filed with the Securities and Exchange Commission, Dimensional Fund Advisors Inc., a Delaware corporation (“Dimensional”), has sole voting power as to 1,460,025 of such shares, sole dispositive power as to 1,460,025 of such shares, shared voting power as to none of such shares and shared dispositive power as to none of such shares. Dimensional is an Investment Advisor under Section 13d-1(b)(1)(ii)(E) of the Exchange Act. The mailing address of Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401. |
(4) | According to a Schedule 13G, dated as of February 14, 2005, filed with the Securities and Exchange Commission, Wellington Management Company, LLP, a Massachusetts limited liability partnership (“Wellington”), has sole voting power as to none of such shares, sole dispositive power as to none of such shares, shared voting power as to 600,000 of such shares and shared dispositive power as to 1,250,000 of such shares. Wellington is an Investment Advisor as defined in Section 13d-1(b)(1)(ii)(E), and a Parent Holding Company as defined in Rule 13d-1(b)(1)(ii)(G), of the Exchange Act. The mailing address of Wellington is 75 State Street, Boston, MA 02109. |
(5) | The address for all directors and executive officers of the Company and the Company’s Employee Stock Ownership Plan (“ESOP”) Committee is c/o Meade Instruments Corp., 6001 Oak Canyon, Irvine, CA 92618. |
(6) | Includes 662,359 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005 and 60,000 shares subject to a restricted stock award, dated May 24, 2005, which includes a three-year term time-based as well as a performance-based restriction schedule. Also includes 1,315,000 shares held by Steven G. Murdock, as Trustee of the Steven G. Murdock Trust u/a/d August 16, 2001. Excludes 1,546,334 shares held by the ESOP. Mr. Murdock is a member of the ESOP Committee and disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,546,334 shares owned by the ESOP were included, Mr. Murdock would be deemed to beneficially own 3,583,693 shares, or 17.92%. Mr. Murdock is not a participant in the ESOP. See footnotes 14 and 15 below. |
(7) | Includes 56,333 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005. |
(8) | Includes 56,333 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005. |
(9) | Includes 26,333 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005. |
(10) | Includes 13,333 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005. |
(11) | Includes 278,054 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005 and 30,000 shares subject to a restricted stock award, dated May 24, 2005, which includes a three-year term time-based as well as a performance-based restriction schedule. Also includes 3,688 shares held by Mr. Peterson in an IRA account and 17,862 shares allocated to Mr. Peterson’s ESOP account as an ESOP participant. Mr. Peterson’s ESOP shares are fully vested. Excludes 1,546,334 shares held by the ESOP. Mr. Peterson is a member of the ESOP Committee and, other than as a participant, disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,546,334 shares owned by the ESOP were included, Mr. Peterson would be deemed to beneficially own 1,875,938 shares, or 9.38%. See footnotes 14 and 15 below. |
(12) | Includes 146,723 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005 and 30,000 shares subject to a restricted stock award, dated May 24, 2005, which includes a three-year term time-based as well as a performance-based restriction schedule. Also includes 8,961 shares held by Mr. Davis in an IRA account and 11,709 shares allocated to Mr. Davis’ ESOP account as an ESOP participant. Mr. Davis’ ESOP shares are fully vested. |
(13) | Includes 273,054 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005 and 30,000 shares subject to a restricted stock award, dated May 24, 2005, which includes a three-year term time-based as well as a performance-based restriction schedule. Also includes |
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3,688 shares held by Mr. Christensen in an IRA account and 29,842 shares allocated to Mr. Christensen’s ESOP account as an ESOP participant. Mr. Christensen’s ESOP shares are fully vested. Excludes 1,546,334 shares held by the ESOP. Mr. Christensen is a member of the ESOP Committee and, other than as a participant, disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,546,334 shares owned by the ESOP were included, Mr. Christensen would be deemed to beneficially own 1,882,918 shares, or 9.41%. See footnotes 14 and 15 below. | |
(14) | Includes both allocated and unallocated shares owned by the ESOP. Unallocated shares (as well as allocated shares for which the ESOP has not received voting instructions) are voted by the trustee of the ESOP, Wells Fargo Bank, N.A. (the “Trustee”), as directed by the ESOP Committee. Each participant in the ESOP is entitled to direct the Trustee as to how to vote shares allocated to his or her ESOP account, irrespective of whether the participant’s shares are vested. Any allocated shares of Common Stock for which participants do not provide voting instructions are voted by the Trustee in the manner directed by the ESOP Committee. The ESOP Committee is comprised of Steven G. Murdock, the Company’s Chief Executive Officer, President and Secretary, Mark D. Peterson, the Company’s Senior Vice President and General Counsel, and Brent W. Christensen, the Company’s Senior Vice President — Finance and Chief Financial Officer. Mr. Murdock is not a participant in the ESOP. Each of the members of the ESOP Committee, other than as a participant with respect to Messrs. Peterson and Christensen, disclaims beneficial ownership of any of the shares owned by the ESOP. The Trustee’s address is 4365 Executive Drive, Suite 1700, San Diego, CA 92121-2130. |
(15) | Includes 1,512,522 shares subject to options that are currently exercisable or will become exercisable on or before July 31, 2005 and 150,000 shares subject to a restricted stock award, dated May 24, 2005, which includes a three-year term time-based as well as a performance-based restriction schedule. Also includes 3,688, 8,961 and 3,688 shares held by each of Messrs. Peterson, Davis and Christensen, respectively, in an IRA account. Also includes 17,862, 11,709 and 29,842 shares allocated to Messrs. Peterson’s, Davis’ and Christensen’s ESOP accounts, respectively, as ESOP participants. Messrs. Peterson’s, Davis’ and Christensen’s ESOP shares are fully vested. Excludes 1,546,334 shares held by the ESOP. Messrs. Murdock, Peterson and Christensen are members of the ESOP Committee and, other than as a participant with respect to Messrs. Peterson and Christensen, each disclaims beneficial ownership of any of the shares owned by the ESOP. If the 1,546,334 shares owned by the ESOP were included, all directors and officers as a group would be deemed to beneficially own 4,602,406 shares, or 23.01%. See footnotes 5 through 14 above. |
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Long-Term(4) | |||||||||||||||||||||
Annual | Compensation | ||||||||||||||||||||
Compensation(2) | Securities | ||||||||||||||||||||
Underlying | All Other | ||||||||||||||||||||
Salary | Bonus | Options | Compensation(5) | ||||||||||||||||||
Name and Principal Position | Year | ($) | ($)(3) | (#) | ($) | ||||||||||||||||
Steven G. Murdock(1) | 2005 | 450,000 | 325,300 | 100,000 | — | ||||||||||||||||
Chief Executive Officer, | 2004 | 443,300 | 120,000 | 75,000 | — | ||||||||||||||||
President and Secretary | 2003 | 425,000 | 0 | 80,000 | — | ||||||||||||||||
Mark D. Peterson | 2005 | 281,600 | 194,800 | 50,000 | 8,860 | ||||||||||||||||
Senior Vice President and | 2004 | 258,600 | 70,600 | 40,000 | 16,900 | ||||||||||||||||
General Counsel | 2003 | 250,000 | 0 | 60,000 | 16,160 | ||||||||||||||||
Robert L. Davis | 2005 | 259,100 | 181,600 | 50,000 | 8,860 | ||||||||||||||||
Senior Vice President — | 2004 | 237,900 | 64,900 | 40,000 | 16,900 | ||||||||||||||||
Corporate Development | 2003 | 228,200 | 0 | 60,000 | 16,160 | ||||||||||||||||
Brent W. Christensen | 2005 | 225,600 | 155,800 | 50,000 | 8,860 | ||||||||||||||||
Senior Vice President — | 2004 | 206,900 | 56,500 | 40,000 | 16,900 | ||||||||||||||||
Finance and Chief Financial Officer | 2003 | 200,000 | 0 | 60,000 | 16,160 |
(1) | Mr. Murdock was appointed as Chief Executive Officer on June 1, 2003. Prior to such date, he had served the Company as President and Chief Operating Officer since 1990 and as Secretary since 1996. |
(2) | The aggregate amount of perquisites and other personal benefits, securities or property paid to each of the Named Executive Officers during the three fiscal years presented in the table did not exceed the lesser of 10% of such officer’s total annual salary and bonus for each such fiscal year or $50,000. Therefore, no “Other Annual Compensation” column has been included in this table. |
(3) | The bonus amounts shown below represent the amount actually paid during each respective fiscal year; such amounts, however, were based on the Company’s and each Named Executive Officer’s performance during the previous fiscal year. |
(4) | For the fiscal years set forth in the table, the Company did not issue stock appreciation rights or restricted stock awards. The Company also had no “long-term incentive plan” as that term is defined in the applicable rules. The Compensation Committee has the ability to create such a plan under the Company’s 1997 Stock Incentive Plan, as amended (the “Plan”). All stock options granted to the Named Executive Officers were non-qualified options granted at fair market value pursuant to the Plan. |
(5) | Amounts represent the aggregate value of shares of the Company’s Common Stock (based upon the share price as of the end of each respective fiscal year) allocated to each Named Executive Officer’s ESOP account pursuant to (i) the Company’s matching contribution under the ESOP Plan for amounts deferred under the Company’s 401(k) Plan (see “Benefit Plans — 401(k) Plan”) and (ii) the Company’s contribution under the ESOP Plan (see “Benefit Plans — Employee Stock Ownership Plan”). |
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Potential Realizable | ||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||
Number of | Annual Rates of Stock | |||||||||||||||||||
Securities | % of Total | Price Appreciation for | ||||||||||||||||||
Underlying | Options Granted | Option Term | ||||||||||||||||||
Options | to Employees in | Exercise | ||||||||||||||||||
Granted(1) | Fiscal Year | Price | 5% | 10% | ||||||||||||||||
Name | # | # | $/Sh. | Expiration Date | $ | $ | ||||||||||||||
Steven G. Murdock | 100,000 | 18.2 | % | $ | 3.05 | 06/02/14 | 191,810 | 486,090 | ||||||||||||
Mark D. Peterson | 50,000 | 9.1 | % | $ | 3.05 | 06/02/14 | 95,910 | 243,050 | ||||||||||||
Robert L. Davis | 50,000 | 9.1 | % | $ | 3.05 | 06/02/14 | 95,910 | 243,050 | ||||||||||||
Brent W. Christensen | 50,000 | 9.1 | % | $ | 3.05 | 06/02/14 | 95,910 | 243,050 |
(1) | Each of the options is a non-qualified option granted pursuant to the Plan. Each option is subject to a three-year vesting schedule: 1/3 of such options became exercisable one year after the grant date, and the remainder become exercisable in substantially equal installments over the succeeding twenty-four months. Each option was granted on June 3, 2004. |
Number of Securities | Value of Unexercised in | |||||||||||||||
Shares | Underlying Unexercised | The Money Options at | ||||||||||||||
Acquired on | Value | Options at Fiscal Year End | Fiscal Year-End(1) | |||||||||||||
Exercise | Realized | Exercisable/Unexercisable | Exercisable/Unexercisable | |||||||||||||
# | $ | # | $ | |||||||||||||
Steven G. Murdock | 0 | 0 | 615,833/129,167 | 74,200/12,000 | ||||||||||||
Mark D. Peterson | 0 | 0 | 254,444/65,556 | 53,270/6,230 | ||||||||||||
Robert L. Davis | 0 | 0 | 123,113/65,556 | 20,620/6,230 | ||||||||||||
Brent W. Christensen | 0 | 0 | 249,444/65,556 | 53,270/6,230 |
(1) | These amounts represent the difference between the market value of the securities underlying the options on February 28, 2005 (the last day of trading for the fiscal year-ended on such date) and the exercise or base price of “in-the-money” options. |
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THE COMPENSATION COMMITTEE | |
OF THE BOARD OF DIRECTORS | |
Michael P. Hoopis (Chairman) | |
Harry L. Casari |
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2/29/00 | 2/28/01 | 2/28/02 | 2/28/03 | 2/29/04 | 2/28/05 | |||||||||||||||||||
($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||
Nasdaq Stock Market (U.S.) | 100.00 | 45.48 | 36.96 | 28.83 | 43.41 | 44.07 | ||||||||||||||||||
Russell 2000 Index | 100.00 | 82.11 | 81.26 | 63.30 | 104.08 | 114.00 | ||||||||||||||||||
Meade Instruments Corp. | 100.00 | 59.26 | 24.18 | 27.88 | 35.47 | 29.39 | ||||||||||||||||||
(1) | Total returns assumes reinvestment of dividends. |
(2) | The Russell 2000 Index is comprised of 2000 small U.S. company stocks (companies with a median market capitalization of less than $500 million). |
(3) | Assumes $100 invested on February 29, 2000. |
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By Order of the Board of Directors | |
Mark D. Peterson | |
Senior Vice President and General Counsel |
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MEADE INSTRUMENTS CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark D. Peterson and Robert L. Davis, and each of them, proxies with full power of substitution, to vote all shares of Common Stock of Meade Instruments Corp. (the “Company”) held of record by the undersigned on May 17, 2005, the record date with respect to this solicitation, at the Annual Meeting of Stockholders of the Company to be held at the Irvine Marriott Hotel, 18000 Von Karman Avenue, Irvine, California 92612, beginning at 10:00 A.M., local time on Thursday, July 7, 2005, and at any adjournment thereof, upon the following matters:
(Continued and to be signed on the reverse side)
PLEASE SIGN AND DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
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Please Detach Here
6You Must Detach This Portion of the Proxy Card6
Before Returning it in the Enclosed Envelope
q DETACH PROXY CARD HEREq
�� | ||||||||
1. Board of Directors recommends a vote FOR the nominees listed below. | ||||||||
ELECTION OF CLASS I DIRECTORS | o | FOR the nominees listed below | o | WITHHOLD AUTHORITY to vote for all nominees |
Nominees:Michael P. Hoopis and Vernon L. Fotheringham
Three year terms expiring at the 2008 Annual Meeting
(Authority to vote for any nominee named above may be withheld by lining through that nominee’s name.)
2. OTHER MATTERS
In their discretion, the proxies are authorized to vote upon such business
as may properly come before the meeting and at any adjournment thereof.
o | MARK HERE FOR CHANGE OF ADDRESS AND NOTE BELOW |
o | MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING |
This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is given, this proxy will be voted for proposal (1) above, and as said proxies deem advisable on such other matters as may properly come before the Annual Meeting or at any adjournments thereof. If any nominee listed in proposal (1) declines or is unable to serve as a director, then the persons named as proxies shall have full discretion to vote for any other person designated by the board of directors.
Dated: | , 2005 | |||
Signature | ||||
Signature | ||||
(Your signature(s) should conform to your name(s) as printed hereon. Co-owners should all sign.). |
qPlease Detach Hereq
You Must Detach This Portion of the Proxy Card Before Returning it in the Enclosed Envelope