SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person* Monarch Activist Partners LP (Last) (First) (Middle) 4510 EXECUTIVE DRIVE SUITE 200 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/10/2006	3. Issuer Name and Ticker or Trading Symbol MEADE INSTRUMENTS CORP [ MEAD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/15/2006
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.01 par value	276,936	D ( 1 )
Common Stock, $.01 par value	3,437,363	I	By Other Meade Value Fund Group Members ( 2 )

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Monarch Activist Partners LP (Last) (First) (Middle) 4510 EXECUTIVE DRIVE SUITE 200 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)

1. Name and Address of Reporting Person* CHADWICK JAMES M (Last) (First) (Middle) C/O MONARCH ACTIVIST PARTNERS LP 4510 EXECUTIVE DRVIE, SUITE 200 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)

1. Name and Address of Reporting Person* Malad Sohail (Last) (First) (Middle) C/O MONARCH ACTIVIST PARTNERS LP 4510 EXECUTIVE DRIVE, SUITE 200 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)

1. Name and Address of Reporting Person* Chadwick Capital Management LLC (Last) (First) (Middle) 4510 EXECUTIVE DRIVE, SUITE 200 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)

Explanation of Responses:

1. By virtue of being the general partner of Monarch Activist Partners LP, Chadwick Capital Management LLC (CCM) and its co-managing members, Messrs. James M. Chadwick and Sohail Malad (together with CCM, referred to as the Reporting Persons), may be deemed to the beneficial owner of such shares. Each of CCM and Messrs. Chadwick and Malad disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.

2. Consists of 2,862,374 shares beneficially held by Hummingbird Management LLC (HM), Paul D. Sonkin, Hummingbird Capital, LLC (HC), Hummingbird Value Fund, L.P. (HVF), Hummingbird Microcap Value Fund, L.P. (HMF), and Hummingbird Concentrated Fund, L.P., (HCF and together with HM, HC, HVF, HMF and Mr. Sonkin, the Hummingbird Entities) and 574,989 shares beneficially held by Summit Street Value Fund LP (SVF), Summit Street Management LLC (SM), Summit Street Capital LLC (SC), Arthur T. Williams III and Jennifer A. Wallace (together with SVF, SM, SC and Mr. Williams, collectively referred to as Summit Entities). On May 10, 2006, the Reporting Persons formed a Group with the Hummingbird Entities and the Summit Entities, as amended on May 12, 2006. As a result, the Reporting Persons may be deemed to beneficially own the shares held by each of the Hummingbird Entities and Summit Entities. The Reporting Persons disclaim beneficial ownership of such shares.

	By: by Chadwick Capital Management LLC, its general partner; /s/James M. Chadwick, its managing member	05/16/2006
	By: /s/James M. Chadwick	05/16/2006
	By: /s/Sohail Malad	05/16/2006
	By: /s/James M. Chadwick, its managing member	05/16/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.