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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-06-010772.txt : 20061102
<SEC-HEADER>0001157523-06-010772.hdr.sgml : 20061102
<ACCEPTANCE-DATETIME>20061102160619
ACCESSION NUMBER:		0001157523-06-010772
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061101
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061102
DATE AS OF CHANGE:		20061102

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KOPIN CORP
		CENTRAL INDEX KEY:			0000771266
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				042833935
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-19882
		FILM NUMBER:		061182805

	BUSINESS ADDRESS:	
		STREET 1:		695 MYLES STANDISH BLVD
		CITY:			TAUNTON
		STATE:			MA
		ZIP:			02780
		BUSINESS PHONE:		5088246696
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5265514.txt
<DESCRIPTION>KOPIN CORPORATION 8-K
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

            Date of Report (Date of Earliest Event) November 1, 2006

                                KOPIN CORPORATION
                                -----------------
               (Exact Name of Registrant as Specified in Charter)


         DELAWARE                        000-19882               04-2833935
- --------------------------------------------------------------------------------
(State or Other Jurisdiction           (Commission             (IRS Employer
      of Incorporation)                File Number)          Identification No.)

                    200 John Hancock Road, Taunton, MA 02780
- -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (508) 824-6696

Check the  appropriate  box below if the Form 8-K filing is  intended to satisfy
the filing  obligation of the registrant  under any of the following  provisions
(see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

<PAGE>

Item 8.01. Other Events.
           ------------

     Kopin  Corporation  issued a press  release on November 1, 2006,  a copy of
which is attached as Exhibit 99.1 to this report and incorporated herein by this
reference,  in which it announced that it plans to report preliminary financials
results for the third quarter ended  September 30, 2006 on Tuesday,  November 7,
2006.  It also  announced  that its Board of Directors  has  appointed a special
committee  to review  its past  stock  option  practices  and that a  derivative
lawsuit  related to certain stock option  grants  issued by the company  between
1996 and 2001 has been filed in  Massachusetts  against  certain  directors  and
officers of the company and, as a nominal defendant,  the company.  In addition,
the company  announced  that it will not file its Quarterly  Report on Form 10-Q
for the quarter  ended  September  30, 2006 until  after the  completion  of the
special  committee's  review and therefore  that it is probable that this report
will not be filed by the November 10, 2006 filing deadline.


Item 9.01. Financial Statements and Exhibits.
           ---------------------------------

          (d)  Exhibits.

          99.1   Kopin Corporation Press Release, dated November 1, 2006.




<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                KOPIN CORPORATION


Dated: November 2, 2006         By: /s/ Richard A. Sneider
                                    --------------------------------------------
                                    Richard A. Sneider
                                    Treasurer and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5265514ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1


              Kopin Corporation to Report Preliminary Third-Quarter
                      Financial Results Tuesday, November 7

        Company's Board of Directors Appoints Special Committee to Review
                        Past Stock Option Grant Practices


     TAUNTON, Mass.--(BUSINESS WIRE)--Nov. 1, 2006--Kopin Corporation (NASDAQ:
KOPN) today announced that it plans to report preliminary financials results for
the third quarter ended September 30, 2006 on Tuesday, November 7, 2006 and host
a conference call at 10:00 a.m. ET.

     The Company plans to release only limited financial information pending the
outcome of an internal review relating to historical stock option grant
practices. A special committee appointed by the Company's board of directors is
conducting the review and is being assisted by independent legal counsel and
independent accounting experts. A derivative lawsuit related to certain stock
option grants issued during a period from 1996 to 2001 has been filed in
Massachusetts against certain directors and officers of Kopin. The Company has
been named as a nominal defendant in that action.

     Kopin will not file its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006 until after the completion of the review. As a result, it is
probable that Kopin's Quarterly Report on Form 10-Q will not be filed by the
November 10, 2006 filing deadline. It has not been determined whether the review
will result in any restatement of Kopin's historical financial statements and,
if so, what years would be affected and what amounts would be involved. Until
the review is completed and Kopin is current with its regulatory filings, Kopin
has also suspended its stock repurchase program.

     Real-time and archived versions of the conference call will be available on
the Company's website, www.kopin.com in the investors section of the site.
Kopin's preliminary third-quarter 2006 financial results also can be heard live
by dialing (800) 274-0251 or (719) 457-2683 five minutes prior to the call.

     About Kopin

     Kopin Corporation produces lightweight, power-efficient, ultra-small liquid
crystal displays and heterojunction bipolar transistors (HBTs) that are
revolutionizing the way people around the world see, hear and communicate. Kopin
already has shipped more than 20 million displays for a range of consumer and
military applications including digital cameras, personal video eyewear,
camcorders, thermal weapon sights and night vision systems. The Company's unique
HBTs, which help to enhance battery life, talk time and signal clarity, have
been integrated into billions of wireless handsets as well as into WiFi, VoIP
and high-speed Internet data transmission systems. Kopin's proprietary display
and HBT technologies are protected by more than 200 global patents and patents
pending. For more information, please visit Kopin's website at www.kopin.com.

     CyberDisplay and The NanoSemiconductor Company are trademarks of Kopin
Corporation.

     Kopin - The NanoSemiconductor Company(TM)

     Safe Harbor Statement

     Statements in this news release may be considered "forward-looking"
statements under the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These include statements relating to: the
Company's plan to report preliminary third-quarter financial results on November
7; the probability that Kopin's Quarterly Report on Form 10-Q will not be filed
by the November 10 filing deadline; and the possibility that the review could
result in a restatement of Kopin's historical financial statements. These
statements involve a number of risks and uncertainties that could materially
affect future results. These risk factors include, but are not limited to: the
potential consequences surrounding any findings relating to the Company's
ongoing internal investigation; uncertainty of results of pending civil
litigation related to Kopin's stock option granting practices; the likely delay
in filing the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006 and the potential impact of this on Kopin's business; and
other risk factors and cautionary statements listed in the Company's periodic
reports and registration statements filed with the Securities and Exchange
Commission. These include, but are not limited to, the Company's Form 10-Q for
the three-month period ended July 1, 2006 and Annual Report on Form 10-K for the
year ended December 31, 2005.


     CONTACT: Kopin Corporation
              Richard Sneider, 508-824-6696
              Chief Financial Officer
              rsneider@kopin.com
              or
              Sharon Merrill Associates, Inc.
              Scott Solomon, 617-542-5300
              Vice President
              ssolomon@investorrelations.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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