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<SEC-DOCUMENT>0001157523-07-011392.txt : 20071115
<SEC-HEADER>0001157523-07-011392.hdr.sgml : 20071115
<ACCEPTANCE-DATETIME>20071115172628
ACCESSION NUMBER:		0001157523-07-011392
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071112
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:		20071115
DATE AS OF CHANGE:		20071115

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:		071250781

	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>a5548621.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 reported) November 12, 2007

                                KOPIN CORPORATION
             (Exact name of registrant as specified in its charter)


          Delaware                      000-19882                04-2833935
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
      of incorporation)                                      Identification No.)


                    200 John Hancock Road, Taunton, MA 02780
                    ----------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (508) 824-6696
                                 --------------
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously 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 15, 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 on November 12, 2007 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 29, 2007. In the press release, the
Company also noted that the Board of Directors of the NASDAQ Stock Market LLC
granted Kopin until Monday, December 17, 2007 to file all overdue public reports
necessary to regain compliance with the filing requirements, and in the event
the Company is unable to regain compliance, to discuss the matter with NASDAQ so
that the NASDAQ Staff can provide an update to the NASDAQ Board of Directors on
whether they continue to believe it is appropriate for the Company to remain
listed.


Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits


     Exhibit           Description
     -------           -----------

     99.1              Kopin Corporation Press Release, dated November 15, 2007

<PAGE>


                                   SIGNATURES

     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.

Date: November 15, 2007

                                    Kopin Corporation


                                    By:    /s/ Richard A. Sneider
                                           -------------------------------------
                                    Name:  Richard A. Sneider
                                    Title: Treasurer and Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)

<PAGE>


                                  EXHIBIT INDEX


Exhibit                 Description
- -------                 -----------

99.1                    Kopin Corporation Press Release, dated November 15, 2007
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5548621ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

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

     TAUNTON, Mass.--(BUSINESS WIRE)--Nov. 15, 2007--Kopin Corporation (NASDAQ:
KOPN) today announced that, as expected, it has 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 29, 2007. The Company filed
a Form 12b-25 Notification of Late Filing on November 7, 2007, and does not
expect to submit this filing within the five-day extended deadline provided by
the Securities and Exchange Commission.

     The Board of Directors of the NASDAQ Stock Market LLC has granted Kopin
until Monday, December 17, 2007 to file all overdue periodic reports necessary
to regain compliance with the filing requirement and, in the event the Company
is unable to regain compliance, to discuss the matter with Nasdaq so that the
Nasdaq Staff can provide an update to the Board on whether they continue to
believe it is appropriate for the Company to remain listed. 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.

     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 also has not filed its quarterly reports on
Form 10-Q for the third quarter of 2006 and the first and second quarters of
2007. In addition, the Company has delayed the filing of its Annual Report on
Form 10-K for the 12 months ended December 31, 2006.

     The Nasdaq staff has asked Kopin to provide an update as to whether the
inability to timely file the Form 10-Q for the period ended September 29, 2007
is a result of new circumstances or reflects any significant events concerning
the investigation, the restatement or the Company's compliance with Nasdaq's
listing requirements.

     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.

     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 news release, 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 news release.


     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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