- Amended Statement of Beneficial Ownership (SC 13D/A)
August 17 2009 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)
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Meade Instruments Corp.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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Simon M. Lorne, Esq.
Millennium Management LLC
666 Fifth Avenue, 8th Floor
New York, New York 10103
(212) 841-4100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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August 14, 2009
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(Date of event which requires filing of this statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box
o
.
SCHEDULE 13D
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1
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NAMES
OF REPORTING PERSONS
Millennium Partners, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC, OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ
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6
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CITIZENSHIP
OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
26,315 (See Items 5 and 6)
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9
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SOLE
DISPOSITIVE POWER
-0-
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10
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SHARED
DISPOSITIVE POWER
26,315 (See Items 5 and 6)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,315 (See Items 5 and 6)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
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14
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TYPE
OF REPORTING PERSON
PN
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SCHEDULE 13D
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1
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NAMES
OF REPORTING PERSONS
Integrated Core Strategies (US) LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC, OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ
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6
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CITIZENSHIP
OR PLACE OF
ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
23,932 (See Items 5 and 6)
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9
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SOLE
DISPOSITIVE POWER
-0-
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10
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SHARED
DISPOSITIVE POWER
23,932 (See Items 5 and 6)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,932 (See Items 5 and 6)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
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14
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TYPE
OF REPORTING PERSON
OO
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Explanatory Notes
Introduction
This Final Amendment to Schedule 13D ("Final Amendment to Schedule 13D") amends and restates Amendment No. 1 to Schedule 13D filed by the Reporting Persons on June 12, 2009 (as defined in Item 2, below), ("Amendment No. 1 to Schedule 13D"), relating to their beneficial ownership of the common stock, par value $0.01 per share (the "Common Stock") of Meade Instruments Corp., a Delaware corporation (the "Issuer").
This Final Amendment to Schedule 13D is being filed to report a material change in the number of shares of the Issuer’s Common Stock beneficially owned or deemed to be beneficially owned by Integrated Core Strategies (US) LLC, Millennium Management LLC and Israel A. Englander (as the case may be), since the filing of Amendment No. 1 to Schedule 13D.
Note: On August 7, 2009, the Issuer effected a reverse stock split of its Common Stock at a ratio of one share for twenty shares. Except where otherwise noted, all share information contained in this Final Amendment to Schedule 13D is on a split-adjusted basis.
Item 1. Security and Issuer.
The name of the Issuer is Meade Instruments Corp. The address of the Issuer’s principal executive offices is 27 Hubble, Irvine, California 92618. This Final Amendment to Schedule 13D relates to the Issuer’s Common Stock.
Item 2. Identity and Background.
(a)-(c), (f). This Final Amendment to Schedule 13D is being filed by Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners") and Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies").
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of Millennium Partners, and may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners. Millennium Management is also the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium Management. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities beneficially owned by Millennium Partners and Integrated Core Strategies. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millennium Partners or Integrated Core Strategies.
Millennium Partners, Integrated Core Strategies, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons ("Reporting Persons"), in this Final Amendment to Schedule 13D.
The business address for Millennium Partners, Integrated Core Strategies and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. The business address for Millennium Management is 666 Fifth Avenue, New York, New York 10103.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners and certain related persons and entities, entered into settlements with the Securities and Exchange Commission ("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium Partners had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund "late trading" in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at www.sec.gov. Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office.
Neither the Reporting Persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander), an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act and the Securities Exchange Act, and prophylactic relief.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the purchase agreement dated August 24, 2007 between the Issuer and the purchasers named therein (including Millennium Partners), Millennium Partners acquired 526,316 shares of the Issuer’s Common Stock (26,315 shares on a split-adjusted basis), at $1.90 per share for total consideration of $1,000,000. The amount of funds used to purchase the 23,932 shares of the Issuer’s Common Stock now held by Integrated Core Strategies was approximately $869,948, calculated on an average cost basis (excluding brokerage commissions) by account. Millennium Partners and Integrated Core Strategies effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to Millennium Partners and Integrated Core Strategies as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime broker’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy.
The Reporting Persons employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons are held in accounts of the Reporting Persons managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.
Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of this Final Amendment to Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, Millennium Partners is the beneficial owner of 26,315 shares of the Issuer’s Common Stock and Integrated Core Strategies is the beneficial owner of 23,932 shares of the Issuer’s Common Stock.
Millennium Management, as the general partner of Millennium Partners, may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners. Millennium Management, as the general partner of the managing member of Integrated Core Strategies, may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies.
Mr. Englander, as the managing member of Millennium Management, may also be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners and Integrated Core Strategies.
Accordingly, as of the date of this filing, Millennium Management and Mr. Englander may be deemed to be beneficial owners of 50,247 shares of the Issuer’s Common Stock, which represents approximately 4.3% of the outstanding shares of the Issuer’s Common Stock. The calculation of the foregoing percentage is on the basis of 23,346,328 shares of the Issuer’s Common Stock outstanding as of July 15, 2009 (approximately 1,167,316 shares on a split-adjusted basis), as per the Issuer’s Form 10-Q dated July 15, 2009. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millennium Partners or Integrated Core Strategies.
(b) Millennium Partners holds shared power to vote and to dispose of the 26,315 shares of the Issuer’s Common Stock described in (a) above. Integrated Core Strategies holds shared power to vote and to dispose of the 23,932 shares of the Issuer’s Common Stock described in (a) above. Millennium Management and Mr. Englander may each be deemed to hold shared power to vote and to dispose of the 50,247 shares of the Issuer’s Common Stock described in (a) above. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millennium Partners or Integrated Core Strategies.
(c) Transactions in the Issuer’s Common Stock during the past 60 days: Schedule A annexed hereto lists all transactions in the Issuer’s Common Stock by the Reporting Persons during the past 60 days. All such transactions were effected by Integrated Core Strategies in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of the Issuer’s Common Stock reported in this Final Amendment to Schedule 13D.
(e) On August 14, 2009, the Reporting Persons ceased to beneficially own in excess of 5% of the Issuer’s Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with arrangements with Millennium Partners’ and Integrated Core Strategies’ prime brokers, such prime brokers are permitted to lend securities in Millennium Partners’ and Integrated Core Strategies’ accounts (as the case may be) to the extent permitted by debit balances in such accounts. Millennium Partners and Integrated Core Strategies generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Millennium Partners and Integrated Core Strategies (or their prime brokers), may borrow securities to satisfy delivery obligations arising from short sales. However, it should be noted that shares lent by Millennium Partners’ or Integrated Core Strategies’ prime brokers may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Millennium Partners or Integrated Core Strategies (as the case may be).
There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit I: Joint Filing Agreement, dated as of August 14, 2009, by and among Millennium Partners, L.P., Integrated Core Strategies (US) LLC, Millennium Management LLC and Israel A. Englander.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 14, 2009
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MILLENNIUM PARTNERS, L.P.
By: Millennium Management LLC,
its general partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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MILLENNIUM MANAGEMENT LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Co-President
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Meade Instruments Corp, a Delaware corporation, is being filed and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: August 14, 2009
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MILLENNIUM PARTNERS, L.P.
By: Millennium Management LLC,
its general partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Co-President
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MILLENNIUM MANAGEMENT LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Co-President
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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Schedule A
Transactions in the Issuer’s Common Stock during the past 60 days:
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Date of Transaction
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Quantity Purchased
(Sold)
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Price Per Share
$
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8/11/2009
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(400)
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6.01
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8/13/2009
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(10,281)
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5.0617
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8/14/2009
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(11,300)
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4.5325
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Notes: All of the above transactions in the Issuer’s Common Stock were effected by Integrated Core Strategies (US) LLC in the open market.
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