If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the following
box. [ ]
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D/A
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|
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZHANG XIAOYAN
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [
]
(b) [
]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
[
]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
CHINA
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NUMBER OF
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7
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SOLE
VOTING POWER
125,541
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SHARES
BENEFICIALLY
OWNED BY
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8
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SHARED
VOTING POWER
0
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REPORTING PERSON
WITH
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9
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SOLE
DISPOSITIVE POWER
125,541
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,541
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN
ROW
(11) EXCLUDES CERTAIN SHARES
[
]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.62% **
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14
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TYPE
OF REPORTING PERSON
IN
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** This percentage is based on
Meade’s Annual Report on Form 10-K filed with
the Securities and Exchange Commission (“SEC”) on May 30, 2013, as
of May 24, 2013 there were 1,305,148 outstanding shares of Common Stock
issued, par value $0.01 per share, including 132,065 shares restricted stock.
Item 1.
Security
and Issuer
This Amendment No. 1 to Schedule 13D is being filed to
amend the Schedule 13D filed by the undersigned on May 20, 2013 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:
“The
reporting person purchased the reported shares in the open market for the
aggregate net purchase price of approximately $394,813. The source of funds is
personal funds.”
Item 4. Purpose of
Transaction
Item 4 of
the Schedule 13D is hereby amended and restated in its entirety as follows:
"The reporting person's husband, Jason Tian, is the chairman and CEO of
MIT Capital Inc. On June 18, 2013, MIT Capital Inc. announced to acquire all of
the outstanding shares of Meade Instruments Corp. for $3.65 per share in cash.
MIT Capital Inc. filed SC TO-T on June 20, 2013."
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) The aggregate number and percentage of the class of securities
identified:
125,541 shares representing approximately 9.62% of total shares outstanding
(b) Number of
shares as to which the person has:
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(i)
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Sole power to vote
or to direct the vote
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125,541
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,
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(ii)
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Shared power to
vote or to direct the vote
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0
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,
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(iii)
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Sole power to
dispose or to direct the disposition of
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125,541
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,
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(iv)
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Shared power to
dispose or to direct the disposition of
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0
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.
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(c) Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing of Schedule
13D (§240.13d-191), whichever is less, by the persons named in response to
paragraph (a).
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Type
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share
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Description
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Amount
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6/12/2013
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Bought
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500
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MEAD @ $3.45
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6/12/2013
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Bought
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5000
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MEAD @ $3.45
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-17260
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6/11/2013
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Bought
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920
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MEAD @ $3.476
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-3197.92
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6/11/2013
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Bought
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1380
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MEAD @ $3.4799
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-4812.25
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6/11/2013
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Bought
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1000
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MEAD @ $3.4799
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-3489.89
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6/11/2013
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Bought
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1000
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MEAD @ $3.4799
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-3489.89
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6/11/2013
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Bought
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1000
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MEAD @ $3.4799
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-3489.89
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6/11/2013
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Bought
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1000
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MEAD @ $3.47
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-3470
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6/11/2013
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Bought
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200
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MEAD @ $3.45
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-699.99
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6/11/2013
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Bought
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800
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MEAD @ $3.488
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-2790.4
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6/11/2013
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Bought
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1200
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MEAD @ $3.49
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-4197.99
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6/11/2013
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Bought
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1200
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MEAD @ $3.48
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-4185.99
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6/10/2013
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Bought
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2800
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MEAD @ $3.44
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-9641.99
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6/10/2013
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Bought
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2300
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MEAD @ $3.46
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-7967.99
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6/10/2013
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Bought
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2500
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MEAD @ $3.4599
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-8659.74
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6/10/2013
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Bought
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1000
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MEAD @ $3.455
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-3455
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6/10/2013
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Bought
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1500
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MEAD @ $3.4599
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-5199.84
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6/10/2013
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Bought
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1200
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MEAD @ $3.455
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-4146
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6/10/2013
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Bought
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1800
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MEAD @ $3.4599
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-6237.81
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6/10/2013
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Bought
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2000
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MEAD @ $3.4598
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-6929.59
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6/10/2013
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Bought
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2000
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MEAD @ $3.4599
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-6929.79
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6/10/2013
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Bought
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1900
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MEAD @ $3.46
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-6574
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6/10/2013
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Bought
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100
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MEAD @ $3.4599
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-355.98
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6/10/2013
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Bought
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1000
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MEAD @ $3.4599
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-3469.89
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6/10/2013
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Bought
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2500
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MEAD @ $3.46
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-8659.99
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6/10/2013
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Bought
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1000
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MEAD @ $3.4383
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-3448.29
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6/10/2013
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Bought
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2000
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MEAD @ $3.44
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-6889.99
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6/10/2013
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Bought
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1000
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MEAD @ $3.44
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-3449.99
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6/7/2013
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Bought
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4199
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MEAD @ $3.43
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-14412.6
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6/7/2013
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Bought
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2900
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MEAD @ $3.43
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-9956.99
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6/7/2013
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Bought
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1240
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MEAD @ $3.45
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-4287.99
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After reviewing previous detail
records of 75,402 shares purchased on open market on or before May 8, 2013, the
reporting person found the aggregated net purchasing price for those 75,402
shares was $221,321, not $188,505 as disclosed on 13D dated on May 18, 2013.
Together with shares purchased after May
8,2013, as disclosed above, the aggregate net purchase price for 125,521 shares
owned by the reporting person is $394,814.
(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) If applicable, state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
N/A"
[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: June 20, 2013
By: Zhang,
Xiaoyan
By:
/s/ Zhang Xiaoyan
Name:
Zhang Xiaoyan
Title:
Authorized Person