Item 1.

Security and Issuer

This Amendment No. 3 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 and by Amendment No. 2 to Schedule 13D filed by the undersigned on July 20, 2012, with respect to the common stock, $.01 par value per share (the “Common Stock”) of Meade Instruments Corp., a Delaware corporation (the “Issuer”).  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 60,363 shares of Common Stock in the open market for the aggregate net purchase price of approximately $214,999.  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 60,363 shares of Common Stock of the Issuer, representing approximately 4.6% of the Issuer’s outstanding Common Stock based on an aggregate of 1,306,017 shares of the Issuer’s Common Stock outstanding as of October 11, 2012 as reported in the Issuer’s Form 10-Q for the fiscal quarter ended August 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 60,363 shares of Common Stock of the Issuer held by Wapiti.

(b)

Wapiti, as the record owner of the 60,363 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 60,363 shares of Common Stock of the Issuer held directly by Wapiti.

(c)

Information regarding transactions in 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)

Each of Wapiti, the General Partner and Mr. Laifer ceased to be the beneficial owner of more than five percent of the Common Stock on December 10, 2012.”