-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 MkkEmGPfv/zOcaqoaliM1CziGGBgm/EVp3iZIhLi4lsYpffOKlFr6vHEvV7zq1lv
 dHJ7N7SuYpZeCzIBUFiBYQ==

<SEC-DOCUMENT>0001157523-07-010079.txt : 20071023
<SEC-HEADER>0001157523-07-010079.hdr.sgml : 20071023
<ACCEPTANCE-DATETIME>20071023093514
ACCESSION NUMBER:		0001157523-07-010079
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071023
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:		20071023
DATE AS OF CHANGE:		20071023

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:		071184612

	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>a5525382.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) October 23, 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 October 23, 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 Board of Directors of the NASDAQ Stock
Market LLC has granted the Company additional time to regain compliance with
Nasdaq rules regarding the timely filing of periodic reports with the U.S.
Securities and Exchange Commission. The Board instructed the Nasdaq staff to
give Kopin until December 17, 2007 to file all delinquent periodic reports
necessary to regain compliance with the filing requirement outlined in Rule
4310(c)(14). If Kopin has not regained compliance by December 10, 2007, the
Board instructed the Nasdaq staff to discuss the reason for the Company's
inability to regain compliance and update the Board on whether the staff
believes Kopin's Common Stock should remain listed.

Item 9.01.  Financial Statements and Exhibits.

         (d) Exhibits.

         99.1  Kopin Corporation Press Release, dated October 23, 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: October 23, 2007                    By: /s/ Richard Sneider
                                               ---------------------------
                                           Richard Sneider
                                           Treasurer and Chief Financial Officer
                                           (Principal Executive Officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5525382ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

    NASDAQ Board Grants Kopin Additional Time to Regain Compliance

    TAUNTON, Mass.--(BUSINESS WIRE)--Oct. 23, 2007--Kopin Corporation
(NASDAQ: KOPN) announced today that The Board of Directors of the
NASDAQ Stock Market LLC has granted the Company additional time to
regain compliance with Nasdaq rules regarding the timely filing of
periodic reports with the U.S. Securities and Exchange Commission. The
Board instructed the Nasdaq staff to give Kopin until December 17,
2007 to file all delinquent periodic reports necessary to regain
compliance with the filing requirement outlined in Rule 4310(c)(14).

    "In making this determination, the Board considered the actions of
the company to identify and address the underlying problems that
caused its failure to file, including its reliance on outside
advisors, and its progress towards regaining compliance," Joan C.
Conley, NASDAQ Senior Vice President and Corporate Secretary, wrote in
a letter to the Company. "The Board also considered the extraordinary
circumstances faced by numerous public companies that have been
required to restate historical financial statements due to accounting
issues, including the delays associated with conducting independent
investigations, seeking guidance from the SEC and obtaining review by
outside auditors."

    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
quarterly reports on Form 10-Q for the third quarter of 2006 and the
first and second quarters of 2007. The Company also is delinquent in
filing its Annual Report on Form 10-K for the 12 months ended December
31, 2006.

    If Kopin has not regained compliance by December 10, 2007, the
Board instructed the Nasdaq staff to discuss the reason for the
Company's inability to regain compliance and update the Board on
whether the staff believes Kopin's Common Stock should remain listed.

    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 decision by the Board of Directors of The
Nasdaq Stock Market to stay the possible suspension from trading of
Kopin's securities. 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 become current in its delinquent periodic
reports or file any required restatements by any requisite time
periods; and the potential that the Nasdaq staff will recommend that
the Company's shares be delisted. 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>
-----END PRIVACY-ENHANCED MESSAGE-----
