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)) 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. 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)