On
July 22, 2013, Meade Instruments Corp. (the Company) filed a Solicitation/Recommendation Statement on Schedule 14D-9/A with the Securities and Exchange Commission (SEC) announcing that its Board of Directors, after
careful consideration with its outside legal counsel, updated its recommendation that the Companys stockholders reject the offer (the MITC Offer) of VictoryOne Inc (Purchaser), a wholly-owned subsidiary of MIT Capital
Inc., to acquire all of the outstanding shares of Meades common stock for $3.65 per share in cash and not tender their shares of common stock to Purchaser pursuant to the MITC Offer. The reasons for the Boards updated recommendation is
set forth in Schedule 14D-9/A, which is included as Exhibit 99.1 to this report, and is incorporated by this reference.
The Board also reaffirmed its recommendation that the Companys stockholders vote in favor of the adoption of the merger agreement
with Sunny Optics, Inc. (SOI) that is described in the Current Report on Form 8-K that the Company filed with the SEC on July 16, 2013. Under the merger agreement with SOI, SOI will acquire all of the outstanding shares of the
Companys common stock for cash consideration of $4.21 per share.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. One can identify these forward-looking statements by the use of the words such as expect, anticipate, plan, may, will, estimate or other similar expressions. Because
such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors, which could cause actual results to differ materially, including, without limitation:
the ability to obtain regulatory approvals of the SOI acquisition on the proposed terms and schedule; the failure of the Companys stockholders to approve the SOI acquisition; the risk that the SOI acquisition may not be completed in the time
frame expected by the parties or at all; the parties ability to satisfy the closing conditions and consummate the SOI transaction; and the Companys ability to maintain existing relationships with customers, employees or suppliers.
Additional factors that may affect future results are described in the Companys reports on Form 10-K and Form 10-Q filed with the SEC.
All forward-looking statements speak only as of the date they were made. Neither the Company nor any of its affiliates undertakes any obligation to update or publicly release any revisions to any
forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Form 8-K.
Additional Information
In connection with the proposed merger with a wholly-subsidiary of SOI (the SOI Merger), the Company will file a definitive proxy statement and other relevant documents concerning the proposed
transaction with the SEC. The definitive proxy statement and other materials filed with the SEC will contain important information regarding the SOI Merger, including, among other things, the recommendation of the Companys board of directors
with respect to the SOI Merger. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS THAT THE COMPANY FILES WITH
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THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SOI MERGER AND RELATED MATTERS. You will be able to obtain the proxy statement, as well as other
filings containing information about the Company, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by the Company with the SEC can also be obtained, free of charge, by
directing a request to Meade Instruments Corp., 27 Hubble, Irvine, CA 92618, Attention: Corporate Secretary.
Participants
in the Solicitation
The directors and executive officers of the Company and other persons may be deemed to be participants
in the solicitation of proxies in respect of the SOI Merger. Information regarding the Companys directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on May 30, 2013. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when
they become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description of Exhibit
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99.1
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Solicitation/Recommendation Statement on Schedule 14D-9/A (incorporated by reference in its entirety as filed by the Company with the Securities and Exchange Commission on
July 22, 2013)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MEADE INSTRUMENTS CORP
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Date: July 22, 2013
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By:
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/s/ John A. Elwood
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Name: John A. Elwood
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Title: Chief Financial Officer
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INDEX OF EXHIBITS
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Exhibit
No.
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Description of Exhibit
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99.1
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Solicitation/Recommendation Statement on Schedule 14D-9/A (incorporated by reference in its entirety as filed by the Company with the Securities and Exchange Commission on
July 22, 2013)
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