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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-06-011562.txt : 20061121
<SEC-HEADER>0001157523-06-011562.hdr.sgml : 20061121
<ACCEPTANCE-DATETIME>20061121084734
ACCESSION NUMBER:		0001157523-06-011562
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061105
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061121
DATE AS OF CHANGE:		20061121

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:		061231556

	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>a5279321.txt
<DESCRIPTION>KOPIN 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 15, 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 3.01.      Notice of Delisting or Failure to Satisfy a Continued Listing
                -------------------------------------------------------------
                Rule or Standard; Transfer of Listing.
                --------------------------------------

         Kopin Corporation issued a press release on November 21, 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 on November 15, 2006 it received a
NASDAQ Staff Determination letter indicating that the company is not in
compliance with the NASDAQ continued listing requirements set forth in
Marketplace Rule 4310(c)(14) because it did not timely filed its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2006. The NASDAQ
letter also indicated that the company's common stock is subject to delisting
from The NASDAQ Global Market unless the company requests a hearing before the
NASDAQ Qualifications Panel. In the press release, the company also announced
that on November 21, 2006 the company requested a hearing before the panel to
review NASDAQ's determination and to request continued listing of its common
stock on The NASDAQ Global Market. Pending the occurrence and resolution of this
hearing, the company's common stock will remain listed on The NASDAQ Global
Market. There can be no assurance that the company's request for continued
listing of its common stock will be granted.
         In a Form 8-K filed on November 2, 2006 the company previously
announced that its Board of Directors has appointed a special committee to
review its past stock option practices, that it would 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 that the Form 10-Q probably
would 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 21, 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 21, 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>a5279321ex991.txt
<DESCRIPTION>KOPIN EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1


            Kopin Corporation Receives Notice from NASDAQ
                 Due to Delay in Filing of Form 10-Q


    TAUNTON, Mass.--(BUSINESS WIRE)--Nov. 21, 2006--Kopin Corporation
(NASDAQ: KOPN) today announced that on November 15, 2006 it received a
NASDAQ Staff Determination letter indicating that the Company is not
in compliance with NASDAQ Marketplace Rule 4310(c)(14) because it did
not timely file its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2006. The notice also indicated that Kopin's
common stock is subject to delisting from The NASDAQ Global Market
unless Kopin requests a hearing before the NASDAQ Qualifications
Panel. Accordingly, on November 21, 2006 Kopin requested a hearing
before the panel to review the determination and to request continued
listing of its common stock on The NASDAQ Global Market. Pending the
occurrence and resolution of this hearing, Kopin's common stock will
remain listed on The NASDAQ Global Market. However, there can be no
assurance that the panel will grant Kopin's request for continued
listing of its common stock.

    On November 1, 2006, Kopin announced that its Board of Directors
had appointed a special committee to review its past stock option
practices; that the Company would 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 that the Form 10-Q
was not expected to be filed by the November 10, 2006 filing deadline.

    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: Kopin's decision to request a hearing to
review the NASDAQ Staff Determination letter; Kopin's intention to
file its Quarterly Report on Form 10-Q for the period ended September
30, 2006 after the special committee's review is concluded; and the
possible delisting of Kopin's common stock from The NASDAQ Global
Market. 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 that Kopin may be
unsuccessful in its request for a hearing to review the NASDAQ Staff
Determination letter; that the NASDAQ Listing Qualifications Panel may
not grant the Company's request for continued listing of its common
stock; the timing and outcome of the special committee's review of
Kopin's past stock option practices; 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
Quarterly Report on 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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