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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-07-002919.txt : 20070322
<SEC-HEADER>0001157523-07-002919.hdr.sgml : 20070322
<ACCEPTANCE-DATETIME>20070322161540
ACCESSION NUMBER:		0001157523-07-002919
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070322
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070322
DATE AS OF CHANGE:		20070322

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:		07712131

	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>a5361790.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) March 22, 2007

                                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.

Item 7.01. Regulation FD Disclosure.

     Kopin Corporation issued a press release on March 22, 2007, 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 has  received  an  Additional  Staff
Determination letter from The Nasdaq Stock Market indicating that the Company is
not in compliance with Nasdaq  Marketplace Rule  4310(c)(14)  because it did not
timely file its Annual Report on Form 10-K for the year ended December 31, 2006.
The Nasdaq letter also indicated that the company's  failure to timely file this
report serves as an additional basis for delisting the company's common stock.

Item 9.01. Financial Statements and Exhibits.

      (d)  Exhibits.

      99.1 Kopin Corporation Press Release, dated March 22, 2007.

<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: March 22, 2007                  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>a5361790ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1


        Kopin Corporation Receives Expected Notice from NASDAQ
                   Due to Delay in Filing Form 10-K


    TAUNTON, Mass.--(BUSINESS WIRE)--March 22, 2007--Kopin Corporation
(NASDAQ: KOPN) today announced that, as expected, it has received an
Additional Staff Determination letter from The NASDAQ Stock Market
indicating that the Company is not in compliance with NASDAQ
Marketplace Rule 4310(c)(14) because it did not timely file its Annual
Report on Form 10-K for the year ended December 31, 2006. The letter
indicates that the delinquency serves as an additional basis that
could result in the delisting of the Company's securities from The
NASDAQ Stock Market.

    As previously announced, a special committee appointed by Kopin's
Board of Directors, assisted by independent legal and accounting
experts, is conducting an internal review of the Company's historical
stock option grant practices. Because of the ongoing review, the
Company also has been unable to timely file its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006. In November 2006,
Kopin received notification that its shares would be delisted unless
the Company requested a hearing before the Nasdaq Listing
Qualifications Panel. Following the hearing, held in January 2007, the
Listing Qualifications Panel determined to stay the delisting of the
Company's common stock on the condition that:

    --  By April 11, 2007, the Company provides the Nasdaq Hearings
        Department with the special committee's final investigatory
        report, which must answer a series of questions about the
        committee's investigation. In lieu of the final report, Kopin
        must provide the Hearings Department with specific written
        responses to such questions; and

    --  Kopin becomes current in its delinquent periodic reports, and
        files any required restatements, by May 14, 2007. If Kopin is
        unable to meet this deadline, the Panel will suspend trading
        of the Company's common stock effective May 15, 2007, unless
        the Nasdaq Listing Council elects to review the case and stay
        the delisting.

    Kopin has issued preliminary, limited financial results for the
three and nine months ended September 30, 2006 and the three and
twelve months ended December 30, 2006.

    The Company is working diligently to complete all necessary
filings and thereby demonstrate compliance with all applicable
requirements for continued listing on The NASDAQ Global Market; there
can be no assurance, however, that the Council will grant Kopin a
further stay following its review of its forthcoming submission.

    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 outcome of the special committee's
internal review; 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 obtaining a continued stay of delisting;
the potential that Kopin may not satisfactorily address questions
posed by the Nasdaq Hearings Department; and the potential that Kopin
may not become current in its delinquent periodic reports or file any
required restatements by the May 14, 2007 deadline.


    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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