1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Laifer
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (Wapiti Capital Partners, L.P.)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
|
7
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
112,566 *
|
REPORTING PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
112,566 *
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,566 *
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2% **
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
Item 1. Security and Issuer
This Amendment No. 2
to Schedule 13D is being filed to amend the Schedule 13D filed by the undersigned on June 13, 2011, as amended by Amendment
No. 1 to Schedule 13D filed by the undersigned on August 5, 2011, with respect to the common stock, $.01 par value per share (the
“
Common Stock
”
) of Meade Instruments Corp., a Delaware corporation (the “
Issue
r
”).
The address of the principal executive offices of the Issuer is 27 Hubble, Irvine, California 92618. All other information in the
Schedule 13D not otherwise amended hereby remains unchanged.
Item 3. Source and Amount of
Funds or Other Consideration
Item 3 of the Schedule
13D is hereby amended and restated in its entirety as follows:
“Wapiti purchased
the 112,566 shares of Common Stock in the open market for the aggregate net purchase price of approximately $484,915. An itemized
breakdown of the daily transactions during the past sixty days is more fully set forth in Item 5 below. The source of funds for
the payment by Wapiti for such Common Stock was the working capital of Wapiti.”
Item 5. Interest in Securities
of the Issuer
Item 5 of the Schedule
13D is hereby amended to read in its entirety as follows:
“(a) Wapiti
is the record owner of 112,566 shares of Common Stock of the Issuer, representing approximately 9.2% of the Issuer’s outstanding
Common Stock based on an aggregate of 1,229,767 shares of the Issuer’s Common Stock outstanding as of July 13, 2012 as reported
in the Issuer’s Form 10-Q for the fiscal quarter ended May 31, 2012. The General Partner, which is responsible for the management
of Wapiti, and Mr. Laifer, as the managing member of the General Partner, in which capacity he has voting and/or investment power
over the shares of Common Stock held by Wapiti, may each be deemed to beneficially own the shares of Common Stock held by Wapiti.
Pursuant to Rule 13d-4, the General Partner and Mr. Laifer each disclaims beneficial ownership of the 112,566 shares of Common
Stock of the Issuer held by Wapiti.
(b) Wapiti, as the
record owner of the 112,566 shares of Common Stock, has the power to vote, or direct the vote, and the power to dispose of, or
to direct the disposition of, such shares of Common Stock. Each of the General Partner and Mr. Laifer, however, may be deemed to
share voting and dispositive power over the 112,566 shares of Common Stock of the Issuer held directly by Wapiti.
(c)
Information regarding the purchases of shares of Common Stock of the Issuer, which were effected by Wapiti on the open
market during the past sixty days, is set forth on
Schedule 1
attached hereto.
(d)
Other than as described in this Schedule 13D, as amended, no other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
(e)
Not applicable.”
Item 7. Material to be Filed
as Exhibits
The Joint Filing
Agreement, dated as of June 13, 2011, by and among Wapiti, the General Partner and Mr. Laifer (incorporated by reference to
Exhibit
A
to the Schedule 13D filed by the undersigned on June 13, 2011).
[Signature Page
Follows.]
Signatures
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: July 31, 2012
Wapiti CAPITAL
Partners, L.P.
By: Wapiti Capital Investment Management,
LLC,
its General Partner
By: _____________________________________________
Lance Laifer, Managing Member
WAPITI CAPITAL INVESTMENT
MANAGEMENT, LLC
By: _____________________________________________
Lance Laifer, Managing Member
_________________________________________________
Lance Laifer
Schedule
1
Date
|
Quantity
|
Price per Share ($)
|
7/20/2012
|
2000
|
$3.59
|
7/20/2012
|
2000
|
$3.54
|
7/19/2012
|
425
|
$3.51
|
7/19/2012
|
3000
|
$3.59
|
7/19/2012
|
1000
|
$3.52
|
7/19/2012
|
1000
|
$3.59
|
7/19/2012
|
200
|
$3.50
|
7/18/2012
|
100
|
$3.58
|
7/17/2012
|
1000
|
$3.51
|
7/16/2012
|
1500
|
$3.57
|
7/10/2012
|
100
|
$3.77
|
6/29/2012
|
100
|
$3.53
|
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