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<SEC-DOCUMENT>0001157523-07-007753.txt : 20070802
<SEC-HEADER>0001157523-07-007753.hdr.sgml : 20070802
<ACCEPTANCE-DATETIME>20070802160013
ACCESSION NUMBER:		0001157523-07-007753
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070802
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:		20070802
DATE AS OF CHANGE:		20070802

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:		071020485

	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>a5463228.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) August 2, 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.
            --------------------------------------

     Kopin Corporation issued a press release on August 2, 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 the Nasdaq  Listing and Hearing  Review
Council has notified the Company that it has until  Tuesday,  September 25, 2007
to file its overdue  periodic  reports and any necessary  restatements  with the
U.S.  Securities and Exchange  Commission  and Nasdaq.  The Council said that if
Kopin does not regain  compliance by September 25, 2007, its securities could be
suspended from listing on the Nasdaq Global Market at the opening of business on
September  27, 2007.  Under Nasdaq  Marketplace  Rule 4809,  the Nasdaq Board of
Directors  may  call the  Council's  decision  for  review  and  grant a stay of
delisting.  Kopin  intends  to  request  that  the  Nasdaq  Board  exercise  its
discretionary  authority under Rule 4809 to grant the Company  continued listing
beyond the  Council's  September  25, 2007 deadline to allow the Company time to
complete its  investigation  into the Company's past stock option  practices and
related accounting,  and for management and the Company's independent registered
public  accounting  firm to complete  their work in connection  with the overdue
periodic  reports  and any  necessary  restatements.  However,  there  can be no
assurance that the Nasdaq Board will grant Kopin's request for continued listing
of its common stock.


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

       (d)    Exhibits.
              --------

       99.1  Kopin Corporation Press Release, dated August 2, 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: August 2, 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>a5463228-ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    EXHIBIT 99.1


       Kopin Receives Notification from Nasdaq Listing Council

    TAUNTON, Mass.--(BUSINESS WIRE)--Aug. 2, 2007--Kopin Corporation
(NASDAQ: KOPN) today announced that, as expected, the Nasdaq Listing
and Hearing Review Council (the "Council") has notified the Company
that it has until Tuesday, September 25, 2007 to file its overdue
periodic reports and any necessary restatements with the U.S.
Securities and Exchange Commission and Nasdaq. The Council said that
if Kopin does not regain compliance by September 25, 2007, its
securities could be suspended from listing on the Nasdaq Global Market
at the opening of business on September 27, 2007.

    Under Nasdaq Marketplace Rule 4809 ("Rule 4809"), the Nasdaq Board
of Directors (the "Nasdaq Board") may call the Council's decision for
review and grant a stay of delisting. Kopin intends to request that
the Nasdaq Board exercise its discretionary authority under Rule 4809
to grant the Company continued listing beyond the Council's September
25, 2007 deadline to allow the Company time to complete its
investigation into the Company's past stock option practices and
related accounting and prepare and file its audited financial
statements.

    As announced by the Company in May 2007, a Special Investigative
Committee issued preliminary findings and recommendations based on its
review of Kopin's historical stock option granting practices. As part
of its preliminary findings, the Special Investigative Committee
recommended, and the Company's Board of Directors agreed, that the
Company's financial statements for the period 1995 through 2006 and
the related interim periods should not be relied upon, and that the
Company's financial statements should be restated. The Company is now
working to complete any necessary restatements of its financial
statements. As a result of the ongoing review, Kopin has not filed its
Third Quarter 2006 Form 10-Q, 2006 Annual Report on Form 10-K or its
First Quarter 2007 Form 10-Q.

    "We are focused on resolving the issues connected with our overdue
filings and are working diligently to meet any deadlines set by
NASDAQ," said John C.C. Fan, Kopin's president and chief executive
officer. "A number of investors have asked about the timing of our
2006 Annual Meeting of Stockholders, which will be scheduled as soon
as the Company has completed its work and our filings are up to date."

    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 potential delisting of Kopin's common stock
from the Nasdaq Global Market, required financial statement
restatements and the scheduling of the Company's 2006 Annual Meeting
of Stockholders. These statements involve a number of risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. These
statements 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
Nasdaq; and the potential that Kopin may not become current in its
delinquent periodic reports or file any required restatements by any
requisite time periods. Factors that might affect the actual results,
performance or achievements include, among other things, the matters
discussed in this report, the restatement of the Company's financial
statements, legal, accounting and regulatory developments relating to
our stock option grants and accounting for those grants, potential
claims or liability that may arise as a result of these; and other
risk factors and cautionary statements listed in the Company's
periodic reports and registration statements filed with the Securities
and Exchange Commission. You should not place undue reliance on any
forward-looking statements, which speak only as of the date on which
they are made. The Company undertakes no responsibility to update any
of these forward-looking statements to reflect events or circumstance
occurring after the date of this report.

    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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