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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-07-011616.txt : 20071127
<SEC-HEADER>0001157523-07-011616.hdr.sgml : 20071127
<ACCEPTANCE-DATETIME>20071127070815
ACCESSION NUMBER:		0001157523-07-011616
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071127
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071127
DATE AS OF CHANGE:		20071127

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:		071267781

	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>a5554100.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) November 27, 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
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 2.02.  Results of Operations and Financial Condition.
            ----------------------------------------------

      Kopin Corporation issued a press release on November 27, 2007, a copy of
which is attached as Exhibit 99.1 to this report and incorporated herein by this
reference, in which the Company announced limited financial results for the
third quarter ended September 29, 2007. These financial results do not take into
account a previously announced planned restatement of certain financial
statements related to Kopin's historical stock option granting practices.
Therefore, these results should be considered preliminary until Kopin files its
Quarterly Report on Form 10-Q for the three months ended September 29, 2007.
This information shall not be deemed to be "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed
to be incorporated by reference in any filing under the Securities Act of 1933,
as amended.

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

      (d)   Exhibits.


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

   99.1        Kopin Corporation Press Release, dated November 27, 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: November 27, 2007      By: /s/ Richard A. Sneider
                                  ----------------------------------------------
                                  Richard A. Sneider
                                  Treasurer and Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


<PAGE>



                                  EXHIBIT INDEX


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

99.1              Kopin Corporation Press Release, dated November 27, 2007.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5554100ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

             Kopin Announces Preliminary Financial Results
              for Third Quarter Ended September 29, 2007

      Total Revenues Reach a Record $29.2 Million on Strength of
                         CyberDisplay Business


    TAUNTON, Mass.--(BUSINESS WIRE)--Nov. 27, 2007--Kopin Corporation
(NASDAQ: KOPN) today announced preliminary financial results for the
three months ended September 29, 2007. The financial results reported
today do not take into account a planned restatement of certain
financial statements, as described in the Company's press release and
Form 8-K filed with the Securities and Exchange Commission on May 9,
2007, related to Kopin's historical stock option granting practices.
Therefore, these results should be considered preliminary until Kopin
files its Quarterly Report on Form 10-Q for the three months ended
September 29, 2007.

    Financial Summary

    Total revenues for the third quarter of 2007 increased 87% to a
record $29.2 million from $15.6 million for the same period in 2006,
and increased 34% from $21.8 million in the second quarter of 2007.
For the nine months ended September 29, 2007, total revenue was $69.2
million compared with $53.3 million in the comparable period of 2006.

    For the third quarter of 2007, CyberDisplay revenue grew to $18.1
million compared with $5.6 million in the third quarter of 2006 and
$10.7 million in the second quarter of 2007. CyberDisplay revenue for
the first nine months of 2007 was $37.8 million versus $18.3 million
through the same period in 2006. III-V revenue for the third quarter
of 2007 was $11.1 million compared with $10.0 million in the
comparable period of 2006 and $11.1 million in the second quarter of
2007. For the first nine months of 2007, III-V revenue was $31.4
million compared with $34.9 million in the first nine months of 2006.

    The Company announced on May 9, 2007, as a result of a review of
its stock option granting procedures, it will need to restate certain
of its financial statements for the fiscal years 1995 through 2006 and
related interim periods. Therefore, the financial statements and the
related reports of its independent registered accountants, and all
earnings press releases and similar communications issued by the
Company relating to the periods discussed above should not be relied
upon. To date, the Company has not finished its review and has not
concluded on the required adjustments, including the tax consequences
of any adjustments, necessary to restate these or any other of its
financial statements.

    The Company's preliminary net loss, prior to the impact of any
adjustments resulting from its stock option review, for the three and
nine months ended September 29, 2007 is approximately $772,000 and
$7.9 million, respectively. The Company's net loss for the three and
nine months ended September 29, 2007 reflects a high percentage of
display sales into the bridge digital camera market that were
aggressively priced to capture market share; continued investments to
expand capacity and infrastructure in the CyberDisplay and III-V
business segments; and professional expenses of $430,000 and $1.9
million, respectively, for the three and nine months ended September
29, 2007 resulting from the Company's stock option review.

    Cash, cash equivalents and marketable securities totaled $94.1
million as of September 29, 2007 compared with $105.4 million at
December 30, 2006. The decline in cash is attributable to the need to
fund working capital of $3.1 million to support higher inventory and
accounts receivable balances as compared to December 30, 2006,
investments in capital equipment of $5.7 million and our results of
operations for the nine months ended September 29, 2007. At September
29, 2007, the Company had no long-term debt.

    Management Comments

    "Kopin's record top-line results in the third quarter reflect the
strong performance of our CyberDisplay business, which posted a
year-over-year revenue increase of 220%," said President and Chief
Executive Officer Dr. John C.C. Fan. "Our display revenue was fueled
by further penetration of our QVGA-resolution displays and modules
into the bridge digital still camera market, through alliances with
leading OEM partners such as Fujifilm, Kodak and Olympus. On the
strength of these relationships, we continue to increase our market
share in the bridge digital still camera market. We believe today that
four out of every 10 bridge cameras sold worldwide are equipped with
electronic viewfinders produced by Kopin. Consistent with our
"disruptive technology" strategy, the bridge camera market serves as
an entry point for higher resolution Kopin displays addressing SLR
cameras and other higher margin opportunities in the digital
photography market."

    "Our display technology also continues to make exciting progress
in the video eyewear segment," Dr. Fan continued. "Display revenue for
video eyewear systems doubled between the second and third quarters of
2007. We believe that mobile video is poised for explosive growth, and
Kopin's technology puts us at the forefront of this market as consumer
demand accelerates."

    "On the military front, our display sales to the U.S. Army's
Thermal Weapons Sight II (TWS-II) program are strengthening with
continued shipments to our program partners," Dr. Fan said. "With the
recent adoption of our new CyberDisplay 640M LVR display for the
newest TWS program, and other programs in development, we continue to
expect 2008 to be a year of growth for our military products."

    "Our HBT revenues improved about 10% year-over-year and remained
flat with the second quarter of 2007, largely as a result of an
industry-wide inventory correction," Dr. Fan said. "We anticipate
growth in our HBT revenues to be fueled in part by WiMax applications
as we begin 2008."

    Recent Highlights

    --  Dr. Fan delivered presentations to the Optoelectronics
        Industry Development Association (OIDA) Forum and Eurodisplay
        2007. Dr. Fan's speech to the OIDA Forum focused on the role
        Kopin's microdisplays are playing in the areas of defense and
        homeland security, while his keynote address at Eurodisplay
        2007 centered on recent technological breakthroughs in
        microdisplay technology.

    --  Eastman Kodak Company expanded its use of Kopin electronic
        viewfinders (EVF) by selecting Kopin's CyberEVF 230K-NF module
        for its new EASYSHARE Z812 IS digital camera. It is the fourth
        EASYSHARE model launched using Kopin's ultra-compact EVF.

    --  Kopin's low-power, instant-on display was selected for the
        U.S. Army's New Thermal Weapon Sight (TWS) Bridge Program.
        This high-tech display is specifically designed to operate at
        temperatures as low as -40(degrees)C with nearly "Instant-On"
        capability, an unprecedented achievement for liquid crystal
        displays. This performance is achieved without the need for an
        external heater, significantly reducing display system power
        consumption.

    --  Kopin became the world's first company to produce advanced
        6-inch heterojunction bipolar transistor wafers in volume
        using new integrated concept metal-organic chemical vapor
        deposition (IC MOCVD) systems from AIXTRON. The systems were
        installed as part of Kopin's plan to increase HBT
        manufacturing capacity by 50% through internal expansion and
        the addition of capacity at its original equipment
        manufacturer, KTC.

    Business Outlook

    "As we look to 2008, we expect the investments we are making in
our display and III-V product lines to drive growth and success in the
quarters ahead," Dr. Fan said. "Our design wins with large digital
still camera OEMs, the military's release of the 150,000 thermal
weapon sight program to our customers and our continuing commitment to
technology innovation and quality have enabled us to establish
leadership positions in both product lines, and we expect continued
growth as we move forward. The outlook for our markets remains strong,
and we expect to achieve the upper end of our previously announced
revenue range of between $90 million and $95 million for full-year
fiscal 2007."

    As previously announced, 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
on the Nasdaq Global Market.

    Third-Quarter Conference Call

    Kopin will host a conference call at 9:00 a.m. ET today, November
27, 2007, to discuss its preliminary third-quarter financial results.
To hear the conference call, please dial (888) 715-1389 (U.S. and
Canada) or (913) 312-0855 (International). The call will also be
available as a live and archived audio webcast on the "Investors"
section of the Kopin website, www.kopin.com.

    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

    This news release contains "forward-looking" statements under the
"Safe Harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These include statements relating to: the Company's
preliminary net loss, prior to the impact of any adjustments resulting
from its stock option review, for the three and nine months ended
September 29, 2007 is approximately $772,000 and $7.9 million,
respectively; our belief that we continue to increase our market share
in the bridge digital still camera market; our belief that four out of
every 10 bridge cameras sold worldwide are equipped with electronic
viewfinders produced by Kopin; our statement that Kopin's display
technology continues to make exciting progress in the video eyewear
segment; our belief that mobile video is poised for explosive growth;
our statement that Kopin's technology puts us at the forefront of this
market as consumer demand accelerates; our statement that with the
recent adoption of our new CyberDisplay 640M LVR display for the
newest TWS program, and other programs in development, that we
continue to expect 2008 to be a year of growth for our military
products; our statement that we anticipate growth in our HBT revenues
to be fueled in part by WiMax applications as we begin 2008; our
statement that we expect the investments we are making in our display
and III-V product lines to drive growth and success in the quarters
ahead; our statement that we expect continued growth as we move
forward and that the outlook for our markets remains strong; and our
expectation that we will achieve the upper end of our revenue guidance
of between $90 million and $95 million for full-year fiscal 2007. When
used in this news release, the words "estimates," "expects,"
"anticipates," "projects," "plans," "intends," "believes," "sees," and
variations of such words or similar expressions are intended to
identify forward-looking statements. 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 consequences surrounding any findings relating to the
Special Investigative Committee's review of Kopin's historical stock
option grants; the impact of the Company's restatement of its
historical financial statements; technical, manufacturing, marketing
or other issues that may prevent either the adoption or rapid
acceptance of products; the risk that modifications made by our
customers to their products may not be accepted by the U.S.
government; competitive products and pricing; the risk that new
product initiatives and other research and development efforts may not
be successful; the loss of significant customers; the potential that
costs to produce the Company's microdisplay and HBT products will
increase significantly, or that yields will decline; the potential
that the Company's revenue guidance and product forecasts will turn
out to be wrong; the potential that military programs involving
Kopin's products will be delayed or cancelled; the potential that the
Company's military and commercial customers might be unable to ramp
production volumes of their products; market acceptance of video
eyewear, digital still cameras, toys, military systems, cellular
phones or other products in which Kopin's products are integrated; the
potential that the accelerated pace of activity in mobile video
eyewear will not continue; manufacturing delays, technical issues,
economic conditions or external factors that may prevent the Company
from achieving its financial guidance; the potential that Kopin may be
delisted from The Nasdaq Stock Market; uncertainty of results of
pending civil litigation related to Kopin's stock option grant
practices; the potential for further delays related to the Company's
regulatory filings and other risk factors and cautionary statements
listed in the Company's periodic reports and registration statements
filed with the Securities and Exchange Commission. Additional
information concerning these and other risks and uncertainties are
discussed in the Company's filings with the Securities and Exchange
Commission, including without limitation, the Company's Form 10-Q for
the period ended July 1, 2006 and our Annual Report on Form 10-K for
the year ended December 31, 2005 under the heading "Risk Factors." Any
forward-looking statements speak only as of the date on which they are
made, and the Company undertakes no obligation to update any
forward-looking statements for any reason, including to reflect events
or circumstances after the date on which such statements are made or
to reflect the occurrence of anticipated or unanticipated events or
circumstances.


    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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