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<SEC-DOCUMENT>0001157523-06-010958.txt : 20061107
<SEC-HEADER>0001157523-06-010958.hdr.sgml : 20061107
<ACCEPTANCE-DATETIME>20061107080036
ACCESSION NUMBER:		0001157523-06-010958
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061107
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061107
DATE AS OF CHANGE:		20061107

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:		061192016

	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>a5267941.txt
<DESCRIPTION>KOPIN CORP. 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 Reported) November 7, 2006

                                KOPIN CORPORATION
                                -----------------
             (Exact Name of Registrant as Specified in its 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:

[_]  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 2.02.  Results of Operations and Financial Condition.

         Kopin Corporation issued a press release on November 7, 2006, a copy of
which is attached as Exhibit 99.1 to this report and incorporated herein by this
reference, in which it announced financial results for the quarter ended
September 30, 2006 that are preliminary pending the completion of a previously
announced independent review of past stock option grant practices and the filing
of the company's Form 10-Q for the quarter ended September 30, 2006. This
information shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

               99.1  Kopin Corporation Press Release, dated November 7, 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 7, 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>a5267941ex991.txt
<DESCRIPTION>KOPIN EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

   Kopin Corporation Reports Preliminary Financial Results for the
                Third Quarter Ended September 30, 2006

    TAUNTON, Mass.--(BUSINESS WIRE)--Nov. 7, 2006--Kopin Corporation
(NASDAQ: KOPN) today announced preliminary financial results for the
third quarter ended September 30, 2006. The Company's results are
preliminary pending the completion of a previously announced
independent review of past stock option grant practices. The financial
results reported today do not take into account adjustments that may
be required in connection with the completion of this review, and
should be considered preliminary until Kopin files its Form 10-Q for
the third quarter ended September 30, 2006.

    Third-Quarter Summary:

    --  Total revenue of $15.6 million, slightly higher than the
        revised guidance provided by the Company on October 5, 2006.
        Kopin reported total revenue of $25.4 million in the third
        quarter of 2005 and $18.9 million in the second quarter of
        2006.

    --  CyberDisplay revenue of $5.6 million, compared with $14.6
        million for the same period in 2005 and $6.8 million in the
        second quarter of 2006.

    --  III-V revenue of $10.0 million versus $10.8 million in the
        third quarter of 2005 and $12.1 million in the second quarter
        of 2006.

    --  Cash and marketable securities at September 30, 2006 of $108.7
        million, compared with a balance at year-end 2005 of $119.8
        million.

    "This year has marked a period of transition for Kopin as we
introduce new, higher-margin products, expand our global manufacturing
capacity and broaden the reach of our technology to new end markets,"
said President and Chief Executive Officer Dr. John C.C. Fan. "Shorter
product life cycles are fueling an ever-increasing level of design
activity in both our III-V and CyberDisplay businesses. Our technology
enhancements, product innovations and manufacturing capacity expansion
are all steps designed to help Kopin achieve long-term growth."

    CyberDisplay Business

    CyberDisplay revenue for the third quarter of 2006 declined on a
sequential and year-over-year basis as a result of the reduced sales
of Kopin's products to camcorder customers, the Company's transition
to advanced new display products and a delay in the Thermal Weapon
Sight II (TWS II) program with the U.S. Army. Additional testing of
Kopin's TWS II display module was required after a design improvement
was made to a component produced by a third party. "All testing has
been completed and product shipments have resumed," Dr. Fan said.

    "Elsewhere in our display business, we are engaging in a
significant level of design activity with top-tier digital still
camera manufacturers - both existing and potential new Kopin
customers. The goal is to incorporate our displays in a number of
mid-range models expected to be launched in 2007," Dr. Fan said. "We
continue to see positive momentum in the video eyewear segment, as an
increasing number of larger companies gain interest in mobile video.
We are preparing for these opportunities with the addition of an
8-inch wafer line that we expect to be operational by the middle of
next year."

    III-V Business

    III-V revenue for the third quarter of 2006 declined approximately
$0.8 million on a year-over-year basis and was down approximately $2.1
million sequentially, largely as a result of a customer's short-term
inventory correction. "Discussions with our customers indicate that
2007 will be an exceptionally strong year for the handset market, not
just in terms of the number of units sold but also the content per
phone," Dr. Fan said. "We also expect momentum in our HBT business to
be driven by growth in WiFi and WiMAX networking equipment.

    "Trends in the wireless sector continue to be favorable, and we
have been working hard to increase capacity," Dr. Fan continued. "KTC,
our OEM HBT manufacturing facility in Taiwan, is now qualified for
production of certain products for our largest customer. The ramp of
KTC and the addition of three new large HBT production machines at our
wafer fabrication facility in Massachusetts will allow us to increase
our III-V capacity by 50% in the next 12 months."

    Nine-Month Summary:

    For the nine months ended September 30, 2006, total revenue was
$53.3 million, compared with $65.4 million for the same period in
2005. CyberDisplay revenues totaled $18.3 million for the nine-month
period of 2006, compared with $36.2 million in the year-earlier
period. Revenue from III-V products was $34.9 million, up from $29.2
million in the same period of 2005.

    During the third quarter of 2006, the Company repurchased
approximately 550,000 shares of its common stock, bringing its total
repurchase to $13.7 million of the $15 million authorized at the
inception of the stock buyback program. As a result of the stock
option review, Kopin's stock buyback program has been suspended until
the Company is current with all of its regulatory filings.

    Business Outlook

    "Through a combination of technology improvements, new product
introductions and capacity expansion, Kopin is positioning itself for
growth in what we expect to be a strong year ahead," concluded Dr.
Fan. "We continue to execute on various elements of our long-term
strategy by transitioning into higher margin and higher growth
applications - particularly in the military and mobile video markets.
We are excited by the level of design activity in both our III-V and
CyberDisplay businesses, and are confident that the steps we are
taking will enable us to achieve our operating targets. For the fourth
quarter of 2006, we expect revenue in the range of $17.5 million to
$19.0 million."

    Third-Quarter Conference Call

    Kopin will host a conference call at 10:00 a.m. ET today, November
7, 2006 to discuss its preliminary third-quarter financial results. To
participate in the call, please dial (800) 274-0251 or (719) 457-2683
five minutes prior to the call. The call will be available live and in
an archived format on the investor relations section of the Company's
website, www.kopin.com

    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 related to Kopin's expectations
for its HBT and CyberDisplay businesses and the Company's financial
outlook for the fourth quarter of 2006 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 expected launch of mid-range digital
cameras incorporating Kopin's display technology; plans to have the
Company's 8-inch wafer line operational by mid-2007; anticipated
growth in the WiFi and WiMAX markets; the Company's plan to increase
III-V capacity 50% in the next 12 months; the outlook for 2007; and
Kopin's expectation that revenue for the fourth quarter of 2006 will
be between $17.5 million and $19.0 million. These statements involve a
number of risks and uncertainties that could materially affect future
results. These risk factors include, but are not limited to:
technical, manufacturing, marketing or other issues that may prevent
either the adoption or rapid acceptance of products; competitive
products and pricing; the risk that new product initiatives and other
research and development efforts may not be successful; the loss of
significant customers; the potential that costs to produce the
Company's microdisplay and HBT products will increase significantly,
or that yields will decline; the potential that military programs
involving Kopin's products will be delayed or cancelled; the potential
that the Company's military and commercial customers might be unable
to ramp production volumes of their products; market acceptance of
video eyewear products; manufacturing delays, technical issues,
economic conditions or external factors that may prevent the Company
from achieving its financial guidance; the potential consequences
surrounding any findings relating to the Company's ongoing internal
investigation regarding its stock option granting practices;
uncertainty of results of pending civil litigation related to the
Company'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 the Company'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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