MEAD Meade Instruments Corp. (MM)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON             , 2013

TO OUR STOCKHOLDERS:

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

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

On July 15, 2013, our board of directors unanimously determined that the merger and the merger agreement are advisable and fair to, and in the best interests of, Meade’s stockholders and approved the merger agreement and the transactions contemplated thereby, including the merger. Therefore , our board of directors unanimously recommends that you vote FOR the adoption and approval of the merger agreement .

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

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

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

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

By Order of the Board of Directors,

John A. Elwood

Secretary

Irvine, California

            , 2013

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SUMMARY TERM SHEET

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

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

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

The Parties to the Merger (page 17)

Meade Instruments Corp.

27 Hubble

Irvine, CA 92618

Telephone No.: (949) 451-1450

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

Sunny Optics, Inc. (“Buyer”)

c/o Ningbo Sunny Electronic Co., Ltd.

No. 199 Anshan Road

Yuyao, Zehjiang, China 315400

Telephone No.: +86 139 0584 8676

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

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

c/o Ningbo Sunny Electronic Co., Ltd.

No. 199 Anshan Road

Yuyao, Zehjiang, China 315400

Telephone No.: +86 139 0584 8676

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

The Agreement and Plan of Merger (the “merger agreement”), dated as of July 16, 2013, among Meade, Buyer and Merger Sub, provides that, at the effective time of the merger, Merger Sub will merge with and into

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the Company (the “merger”). In the merger, each share of Company common stock that is outstanding immediately prior to the effective time of the merger (other than shares owned by Buyer, any direct or indirect subsidiary of Buyer or any affiliate of Buyer, any shares held by the Company and shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights in connection with the merger under Delaware law) will be converted into the right to receive $4.21 per share in cash, without interest and less any applicable withholding tax. Following the merger, Meade will survive and continue as a wholly-owned subsidiary of Buyer.

If the merger is completed, you will be entitled to receive $4.21 in cash, without interest and less any applicable withholding taxes, for each share of Company common stock that you own (unless you choose to dissent by exercising and perfecting your appraisal rights under Delaware law with respect to your shares).

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

Stock Options

Upon completion of the merger, pursuant to the merger agreement each then-outstanding stock option that was granted by the Company will be cancelled, and will be converted into an amount in cash equal to the product of (x) the number of shares of Company common stock covered by such option, whether or not vested, multiplied by (y) the excess, if any, of the $4.21 per share merger consideration over the per share exercise price for such option, less any applicable withholding taxes. Pursuant to the merger agreement, no amounts will be paid with respect to options that have an exercise price equal to or greater than $4.21 per share, which such options will be automatically cancelled at the effective time of the merger.

Restricted Stock Awards

Upon completion of the merger, each then-outstanding restricted stock award that was granted under our equity incentive plans shall become vested and shall be treated in the same manner as ownership of Company common stock. Accordingly, any holder of restricted stock will be entitled to receive $4.21 in cash, without interest and less any applicable withholding taxes, for each share of restricted stock owned.

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

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

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

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

Record Date; Quorum and Voting (page 18)

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

Required Vote (page 18)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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In general, if the merger agreement is terminated, neither we nor Buyer will have any liability to each other under the merger agreement, except that, if we or Buyer terminate the merger agreement under certain circumstances specified in the merger agreement, we will be required to pay Buyer a termination fee of $250,000 and, in some cases, Buyer will be required to pay us a termination fee of $500,000 (referred to as the Reverse Break-up Fee). However, since Buyer and Merger Sub are thinly capitalized acquisition entities, the Buyer agreed to contribute $500,000 into the escrow account described below to guarantee the obligations of Buyer under the merger agreement with respect to the payment of the Reverse Break-up Fee.

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

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

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

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

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

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

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

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

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

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

At the time the merger becomes effective, all restricted stock awards will become fully vested, and each share that is subject to a restricted stock award will be treated identically to all other outstanding shares of Company common stock. Consequently, restricted stockholders will receive an amount in cash equal to the number of shares of Company common stock covered by such holder’s restricted stock award multiplied by $4.21, less any applicable withholding taxes. See “The Merger Agreement—Treatment of Options and Restricted Stock” on page 47.

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If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted FOR the merger proposal and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, however, your shares will not be voted at all with respect to the non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger. See “The Special Meeting—How You Can Vote” on page 18.

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

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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INTRODUCTION

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

We are asking our stockholders to vote on a proposal to adopt and approve the merger agreement, dated as of July 16, 2013, by and among Meade, Buyer and Merger Sub. If the merger is completed, Meade will become a wholly-owned subsidiary of Buyer, and our stockholders (other than Buyer, Merger Sub, or any other subsidiary of Buyer and those holders of Company common stock who perfect their appraisal rights under Delaware law) will have the right to receive $4.21 in cash, without interest and less any applicable withholding tax, for each share of Company common stock. Holders of stock options will also receive the excess, if any, of $4.21 over the applicable per-share exercise price for each option, less any applicable withholding tax.

THE PARTIES TO THE MERGER

Meade Instruments Corp.

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

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

Sunny Optics, Inc.

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

Sunny Optics Merger Sub, Inc.

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

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

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

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

On July 15, 2013, our board of directors unanimously determined that the merger and the merger agreement are advisable and fair to, and in the best interests of, Meade’s stockholders and approved the merger agreement and the transactions contemplated thereby, including the merger. Therefore , our board of directors unanimously recommends that you vote FOR the proposal to adopt the merger agreement, FOR the proposal to adjourn the special meeting , if necessary , to solicit additional proxies if , at the time of the adjournment , there are insufficient votes to approve the merger agreement and FOR the proposal of the non-binding advisory proposal to approve certain compensation arrangements for Meade’s executive officers in connection with the merger .

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

Record Date, Quorum and Voting

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

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

Required Vote

The adoption of the merger agreement and thereby approval of the merger requires the affirmative vote of holders representing at least a majority of the outstanding shares of Company common stock entitled to vote at the special meeting on             , 2013, the record date for the special meeting.

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

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

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

Under Delaware law, holders of shares of Company common stock are eligible for appraisal rights in connection with the merger. In order to exercise appraisal rights, you must comply with all of the requirements of Delaware law. See “Appraisal Rights” beginning on page 66 and Annex D for information on the requirements of Delaware law regarding appraisal rights.

How You Can Vote

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

You may vote your shares as follows:

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

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

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

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

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

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

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Stock Ownership and Interests of Certain Persons; Voting Agreement

Certain members of the Company’s management and board of directors have interests that are different from, or in addition to, those of holders of Company common stock generally. It is anticipated that certain of our executive officers may have roles with Buyer following the merger, although to our knowledge no agreements have been reached with Buyer regarding the terms thereof. See “The Merger—Interests of the Company’s Executive Officers and Directors in the Merger” beginning on page 42.

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

How You May Revoke or Change Your Vote

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

Proxy Solicitation

The Company will pay the costs of soliciting proxies for the special meeting. Officers, directors and employees of Meade, and any other representatives appointed by it from time to time, may solicit proxies by telephone, mail or in person. However, they will not be paid for soliciting proxies. Meade also will request that individuals and entities holding shares in their names, or in the names of their nominees, that are beneficially owned by others, send proxy materials to and obtain proxies from those beneficial owners, and will reimburse those holders for their reasonable expenses in performing those services. The Company may retain or appoint others from time to time to assist in the solicitation of proxies.

Adjournments

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

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THE MERGER

Background of the Merger

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The board, at a meeting described above on July 15, 2013, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the merger agreement and the transactions contemplated thereby, including the merger, and (iii) recommended the adoption by our stockholders of the merger agreement.

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

Financing

We estimate that the total amount of funds necessary to complete the merger and related transactions in connection with the merger is approximately $5,500,000 due to holders of Company common stock and stock options under the merger agreement, assuming that no holder of Company common stock validly exercises and perfects his, her or its appraisal rights.

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

Opinion of Board’s Valuation Advisor

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

ALTHOUGH THE OPINION OF MARSHALL & STEVENS WAS RENDERED TO THE BOARD WITH RESPECT TO THE PROPOSED JOC MERGER, THE OPINION WAS LIMITED TO THE FAIRNESS OF THE AMOUNT OF CONSIDERATION BEING PROVIDED IN THE PROPOSED JOC MERGER, I.E., $3.45 PER SHARE. CONSEQUENTLY, THE BOARD CONSIDERED THE OPINION

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RELEVANT TO THE MERGER WITH BUYER AND MERGER SUB, SINCE THE CONSIDERATION IN THE MERGER IS $4.21, WHICH IS $0.76 HIGHER THAN THE AMOUNT OF CONSIDERATION IN THE PROPOSED JOC MERGER THAT MARSHALL & STEVENS FOUND TO BE FAIR, FROM A FINANCIAL POINT OF VIEW, TO THE HOLDERS OF COMPANY COMMON STOCK. HOWEVER, THERE CANNOT BE ANY ASSURANCE THAT MARSHALL & STEVENS WOULD PROVIDE AT THIS TIME THE SAME OPINION AS TO THE FAIRNESS OF THE CONSIDERATION IN THE PROPOSED JOC MERGER OR THE MERGER WITH BUYER.