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Kevin R
sage
Reged: 03/29/08
Posts: 305
Loc: Fl.
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Quote:
Form 8-K for MEADE INSTRUMENTS CORP
12-Aug-2008
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Stan
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 6, 2008, Meade Instruments Corp. (the "Company") received a Staff Deficiency Letter from the Nasdaq Stock Market ("Nasdaq") notifying the Company that it fails to comply with Nasdaq's Marketplace Rule 4450(a)(5) (the "Rule") because the closing bid price for the Company's Common Stock, over the last 30 consecutive business days, has closed below the minimum $1.00 per share requirement for continued listing. In accordance with Marketplace Rule 4450(e)(2), the Company has a period of 180 calendar days, or until February 2, 2009, to regain compliance. If at any time before February 2, 2009 the bid price of the Company's Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Rule. If compliance with the Rule cannot be demonstrated by February 2, 2009, the Company's Common Stock will be subject to delisting from the Nasdaq Global Market. The Company issued a press release on August 12, 2008 that disclosed its receipt of this letter from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1.
I say we all go out and buy 100 shares and save the company. If nothing else, just to keep some competition for Celestron...
-------------------- If you want to see the most beautiful girl in the world, click here!
Lakeland, Fl
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Kolenka
professor emeritus
   
Reged: 06/01/08
Posts: 593
Loc: Seattle Area, WA, USA
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Not sure that would do Meade (or us) any good. Stock pricing doesn't always follow the logic of: buy and it goes up, sell and it goes down. By buying it up, we might just be letting someone else cash out at a slightly higher price, driving it back down. For it to reach the 1$/share price, someone needs to be willing to buy the stock at that price.
Right now, a delisting could hurt Meade, but their other problems right now are far worse.
-------------------- Meade 10" LX200R
Orion 80ED
Nagler 7T6, 9T6, 13T6, 17T4, 26T5
Canon XSi, TIS DMK 31AF03
Northwest Astro Photoblog
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Brooklyn
scholastic sledgehammer
Reged: 07/24/08
Posts: 870
Loc: Central New Jersey
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I have been a meade fan for a long time and I supported them in times when celestron obviously had them beat.
Now, I have no company loyalty just as I barely had any before.
My telescope is a shining example of meade quality...made in late 2002 at the meade irvine factory before meade started going down the tubes big time. Aside from common design problems like the plastic corrector plate cap not holding on, the telescope is near perfect. I was surprised that new meade lx-90 ACF telescopes were coming out with some weird dec motors that clicked and clacked loudly...while my lx-90 EMC (previous to UHTC coatings 2000-2004) is still running perfect like the day I got it.
I have never done any maintenance to the telescope, and probably wont until something goes wrong. I clean the optics maybe once every two years, but in terms of the electronics, they are the same as I got them in 2002.
So yea, its really a shame that such a great company is destroying its own reputation. I wonder who it was that dropped the ball at meade, was it those 200,000 dollar a year salary board members?
Seriously, it seems to me that as meade is dying...the people at the top of meade are making money. That is usually how it works. Remember Enron?
By the way, what do you think could have contributed to meade's dwindling business? Obviously they are still recognized as the largest telescope maker in the world...and they still sell tons of ETX telescopes and Lx200s lx90s, so what gives?
-------------------- Meade 8.25"(209.55mm) LX-90 EMC (SCT)
Albert Einstein =>
“Intellectual growth should commence at birth and cease only at death.”
“If you can't explain it simply, you don't understand it well enough.”
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Joad
Wordsmith
   
Reged: 03/22/05
Posts: 11898
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We have had many a discussion of Meade's financial situation in this forum and around Cloudy Nights. And the answer is that many things went wrong, some of them not related to telescopes themselves. One thing that went wrong, big time, was Meade's acquisition of Simmons in the hopes of making money in the cheap rifle scope market. That didn't work out. And Meade was badly hurt by the collapse of the Discovery Store chain, which had sold a lot of less expensive Meade telescopes. And then Meade has been hurt badly by the global labor market, which has made stateside manufacturing cost ineffective. Possibly the aging of the amateur astronomy market, coupled with the tendency of amateur astronomers to sell each other used equipment (thus biting into new Meade sales), has hurt as well. Someone here has noted how the costly lawsuit against Celestron hurt Meade too. The list could go on and on.
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Joe Lalumia
Carpal Tunnel
   
Reged: 01/24/07
Posts: 2545
Loc: Rockwall, Texas, USA
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Well I have both an ETX90 and an LX90 8" LNT model both made in California. Like some of the posts above I have had ZERO issues with both of these scopes-- I do public observing regularly-- and the scopes have never had a problem. The gotos are as accurate as anyone could ever want-- and the 497 controller is a great piece of engineering. Sad to see what is happening right now -- 
Joe
-------------------- LX90 8" LNT, SV Nighthawk & TelePOD, SV 80/9D & M4 mount, ETX 90, Orion XT10i, 20x80 binoculars, SV-BV3s.
"The hardest thing in the world to understand is the income tax." - Albert Einstein
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JerryWise
Postmaster
   
Reged: 12/26/03
Posts: 6850
Loc: Lexington, SC
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Delisting won't hurt them much more. The price is already so low there will be no more free cash from rounds of stock sales. I really respect them for hanging in there this long with what they have gone through. My 14" LX200R/ACF purchased just as they were shutting down and moving to Mexico has perfect optics and I'm well satisfied with it. I've had absolutely no motor, board, goto or focus motor problems. (Astro-Physics and Moonlight Instruments handle those chores. OTA only model.) Hopefully they turned the corner and will now start innovating again.
-------------------- Jerry
LX200ACF 14", Tak FS 152 & TOA 150
AP-1200 & Mach1
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wrather1
AstroBear
   
Reged: 10/25/05
Posts: 2918
Loc: Dallas, Texas
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Jerry,
One can hope.
-------------------- "Don't worry about what telescope you own, or its quality. Just get out under the night sky, and enjoy God's wondrous universe." - T. M. Back
Meade RCX400-12 on JMI trolley "Ursa Major"
TMB 130SS on EQ6 PRO "Ursus Polaris"
Orion ED80 "Ursa Minor", WO ZS66ED "grab-'n'-go"
Canon EOS 30D (Hutech), Meade DSI, Philips ToUcam Pro
North Texas Clear Sky Chart
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blatterjr
sage
   
Reged: 08/13/07
Posts: 263
Loc: Saint Petersburg Florida
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Look out for those extended warranty plans... if Meade doesn't get purchased, bankruptcy may make them worthless.
-------------------- Robert
---------------------
Meade 12-LX200-ACF
BINO: Nikon AEX 10x50 6.5°
DSLR: Nikon D70+CCPro2
---
Saint Petersburg Florida
27°47'22.92"N , 82°43'09.48"W
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NeoDinian
Experienced Postmaster
   
Reged: 10/05/05
Posts: 11996
Loc: Rockford Illinois
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Quote:
Look out for those extended warranty plans... if Meade doesn't get purchased, bankruptcy may make them worthless.
Being De-Listed does NOT make them bankrupt. It just means they are no longer a PUBLIC company, but rather a PRIVATELY owned company. Just like Celestron.
-------------------- Neo... (Jeff)
-=-=-=-=-=-=-
10" LX200-GPS/SMT UHTC "Draco"
Rockford, Il.
NeoDinian's Eye on the Sky!
Coming soon:
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bicparker
Pooh-Bah
Reged: 02/07/05
Posts: 1434
Loc: Plano, TX
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De-listing is only interesting at this point and will probably make it easier for the current majority owners to liquidate the assets of Meade for some profits directly. This has very little to do with what we opt to buy or sell and these decisions that brought Meade to this point were made about 2 years ago. we are just seeing a story playing out that was already written.
-------------------- Bic Parker
17.5" f/5 dob
10" f/10 SCT
5" f/8 refractor
80mm f/6 refractor
66mm f/6 refractor
Plus a few others out of the rotation
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pdlpsher
member
Reged: 04/30/08
Posts: 32
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A delisting won't happen. Meade will just do a reverse stock split. Bingo...the stock will then trade at $5 a share.
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bicparker
Pooh-Bah
Reged: 02/07/05
Posts: 1434
Loc: Plano, TX
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Quote:
A delisting won't happen. Meade will just do a reverse stock split. Bingo...the stock will then trade at $5 a share.
It isn't as simple as that. They also have to satisfy market cap requirements, asset and revenue floors, and stockholders' equity floors in addition to a few other requirements. Reversing a split to above $1 won't clear up their problems with other requirements.
Right now, they are out of compliance under both measures of continued listing (there are 2 options for which standards a company can be measured for continued listing). Their market cap, total assets, and stock price are all under NASDAQ requirements, which would put them out of compliance even with a reverse stock split.
-------------------- Bic Parker
17.5" f/5 dob
10" f/10 SCT
5" f/8 refractor
80mm f/6 refractor
66mm f/6 refractor
Plus a few others out of the rotation
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GJJim
sage
Reged: 09/09/06
Posts: 231
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Quote:
Being De-Listed does NOT make them bankrupt. It just means they are no longer a PUBLIC company, but rather a PRIVATELY owned company. Just like Celestron.
That is not correct. Delisting just means the shares aren't traded on an exchange. The shares are still available for trades through other venues (pink sheets, private sales, etc.). In general, delisting trashes the value of a stock because liquidity is uncertain and the difference between bid and ask can be huge since there is no transparent market action to set the price.
The only way MEAD can go private is for the board of directors and shareholders to vote on it, and there needs to be a buyer for the shares...
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GJJim
sage
Reged: 09/09/06
Posts: 231
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Quote:
De-listing is only interesting at this point and will probably make it easier for the current majority owners to liquidate the assets of Meade for some profits directly.
I think the IRS might have something to say about sales of assets in a publicly-held corporation that only benefit select shareholders.
We could see a reverse take over though. That would get the company listed again, let the fat cats at MEAD skate with some cash, and avoid the legal hassles and expenses of bankruptcy.
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bicparker
Pooh-Bah
Reged: 02/07/05
Posts: 1434
Loc: Plano, TX
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Quote:
Quote:
De-listing is only interesting at this point and will probably make it easier for the current majority owners to liquidate the assets of Meade for some profits directly.
I think the IRS might have something to say about sales of assets in a publicly-held corporation that only benefit select shareholders.
We could see a reverse take over though. That would get the company listed again, let the fat cats at MEAD skate with some cash, and avoid the legal hassles and expenses of bankruptcy.
First, we should remember that Meade is controlled by a company (Paul Sonkin's Hummingbird Fund) that specializes in buying undervalued companies (like when they bought Meade) and extracting the value out of them (Paul Sonkin co-authored a book on this). That is the primary objective of the controlling shareholders at this point.
Nahh, the IRS won't care. They would only care if the assets were being sucked out for personal use and not reported as income. It won't work that way. Once Meade is de-listed, they can go private for a song (though they could be before de-listing, now). At that point the remaining assets can be liquidated through private sales (and probably at a profit since they can shop around and won't be encumbered by registration restrictions and loan covenants). The returns from the sales will go into what remains of the company (which will more resemble a holding company). The remaining owners can then take out fees (which they probably already are), salaries, bonuses, commissions, loans, dividends (not the greatest way to take out cash) and parcel out the assets through other companies.
I think Meade will probably go private and can do so quite easily, especially once they are de-listed (though that may not be necessary, as I said, that is only interesting). The board is already controlled by the majority owners, so that isn't an issue. Their market cap is ~$8 million with little or no volume, and the major owners hold ~30% of that, so the remaining interests could be purchased for a nominal cost. Bankruptcy won't be necessary since there really isn't a bankrupt situation.
This parceling out of Meade has been going on now for nearly two years. There have been plenty of SEC filings disclosing this and the accumulation of stock by a few owners. With this transparency, there shouldn't be much of any legal push-back on this. The folks at Hummingbird (primarily Paul Sonkin) specialize buying undervalued companies and getting a return value out of them. However they end up doing it, I am sure it will be creative and done with a patient tenacity (which what has been going on over the past several months anyhow).
In the short, they bought low (when Meade's market cap went below their book value) and by selling it out piece by piece, they will get a premium back. This is one of several companies that they are doing this with. In the end, like I said before, de-listing is only interesting... they are on a different agenda.
-------------------- Bic Parker
17.5" f/5 dob
10" f/10 SCT
5" f/8 refractor
80mm f/6 refractor
66mm f/6 refractor
Plus a few others out of the rotation
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blatterjr
sage
   
Reged: 08/13/07
Posts: 263
Loc: Saint Petersburg Florida
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Quote:
Quote:
Look out for those extended warranty plans... if Meade doesn't get purchased, bankruptcy may make them worthless.
Being De-Listed does NOT make them bankrupt. It just means they are no longer a PUBLIC company, but rather a PRIVATELY owned company. Just like Celestron.
I didn't infer that delisting = bankruptcy. My opinion is that they will have to file for bankruptcy in the near future (which others here disagree with)... and delisting in no way makes them private.
-------------------- Robert
---------------------
Meade 12-LX200-ACF
BINO: Nikon AEX 10x50 6.5°
DSLR: Nikon D70+CCPro2
---
Saint Petersburg Florida
27°47'22.92"N , 82°43'09.48"W
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bicparker
Pooh-Bah
Reged: 02/07/05
Posts: 1434
Loc: Plano, TX
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Quote:
(SNIP) My opinion is that they will have to file for bankruptcy in the near future (which others here disagree with)... and delisting in no way makes them private.
You may end up being right, but I don't think so and here is why: Their current financials don't really support a case for bankruptcy (either liquidation or reorganization). As of 5/31/08, their current ratio was 2.64, with only 694,000 in long term debt (against 30 million of current assets). Their cash flow and net income is now positive with their Inventory, Accounts Payable, and Accounts Receivable all being reduced, as well (meaning that they have kept their capital structure and working capital in line with their downsizing activities). Plus, bankruptcy would just get in the way of controlling ownership's current efforts to gain value on the corporate assets since every move would have to be approved through the courts.
There might be a case down the road if there are some significant adverse events, but right now, the picture isn't even close to that situation. I'm really not sure what realistic scenario would present itself for that.
You are right that de-listing won't make them private. It would, however. open up a convenient avenue for them to go (possibly) private and liquidate their assets with significantly less public/legal exposure (i.e., the cost of selling assets would go down a lot and would take less time). Even as a NASDAQ de-listed penny stock, they can probably liquidate assets more expeditiously.
-------------------- Bic Parker
17.5" f/5 dob
10" f/10 SCT
5" f/8 refractor
80mm f/6 refractor
66mm f/6 refractor
Plus a few others out of the rotation
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blatterjr
sage
   
Reged: 08/13/07
Posts: 263
Loc: Saint Petersburg Florida
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Yes, I've read the Reuters report among others as well, they share your sentiment. While I don't have any issue with the fundamentals, i believe management has an agenda... with restructuring as a facet of it. My last proxy went in the first quarter of this year and I have since liquidated my holdings. Just in time if I might say so.
-------------------- Robert
---------------------
Meade 12-LX200-ACF
BINO: Nikon AEX 10x50 6.5°
DSLR: Nikon D70+CCPro2
---
Saint Petersburg Florida
27°47'22.92"N , 82°43'09.48"W
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christurner
member
Reged: 06/24/08
Posts: 67
Loc: Nova Scotia, Canada
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hmmmmm.... looks like a potential acquistion to me... I think it's time to do some market analysis and see their interest..:)
-------------------- Chris and Family
Nova Scotia, Canada
Dark Sky Country
Platforms:
Meade LX200 ACF 12"
newstar 5.1" reflector
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bicparker
Pooh-Bah
Reged: 02/07/05
Posts: 1434
Loc: Plano, TX
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In a way, it has already been "acquired". You will find that >30% of it is closely held and/or controlled by the Hummingbird Fund/Paul Sonkin. His group specializes in purchasing small caps with the market caps being undervalued to book values and breaking out the value to his investors. He started buying into Meade a couple of years ago when their market price dipped below their book value. He later engaged in a proxy fight with Meade and gained board seats and significant control subsequently.
I doubt that you could begin to buy Meade, per se, by acquiring stock without paying a significant premium to their current market cap of ~$5-10 million. Hummingbird, et al, stand to make considerably more as they parcel out the sales of the assets, instead.
In that vein, though, if you were interested in purchasing one of their lines of business directly, this might be a good time to engage the conversation since they are using a broker to manage these asset sales.
-------------------- Bic Parker
17.5" f/5 dob
10" f/10 SCT
5" f/8 refractor
80mm f/6 refractor
66mm f/6 refractor
Plus a few others out of the rotation
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