As filed with the Securities and Exchange Commission on February 20, 1998
File No. 333-____________
_______________________________________________________________________________
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
KOPIN CORPORATION
_______________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
_______________________________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization)
04-2833935
_______________________________________________________________________________
(I.R.S. Employer Identification No.)
695 Myles Standish Blvd., Taunton, MA 02780-1042
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
KOPIN CORPORATION 1992 STOCK OPTION PLAN, AS AMENDED
KOPIN CORPORATION DIRECTOR STOCK OPTION PLAN, AS AMENDED
_______________________________________________________________________________
(Full Title of the Plans)
Copy to
John C.C. Fan John J. Concannon III, Esq.
Chief Executive Officer Bingham Dana LLP
Kopin Corporation 150 Federal Street
695 Myles Standish Blvd. Boston, MA 02110
Taunton, MA 02780-1042
_______________________________________________________________________________
(Name and address of agent for service)
(508) 824-6696 (617) 951-8000
_______________________________________________________________________________
(Telephone Number, Including Area Code, of Agent For Service)
_______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Offering Registration
Registered Registered Price* Price* Fee
Common Stock 1,325,000 $ * $ * $6,863.76
$.01 par
value per share
_______________________________________________________________________________
* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the Plan or at what price such shares will be purchased. The
above calculation is based on the offering of up to 1,325,000 shares at a
purchase price of $17.56 per share, which purchase price was the average of
the high and low prices of the Registrant's Common Stock as reported on
February 17, 1998.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference
The following documents are incorporated by reference in this Registration
Statement: (a) the undersigned Registrant's Annual Report filed on Form 10-K
for the fiscal year ended December 31, 1996; (b) all other reports previously
filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1996;
and (c) the description of the Registrant's Common Stock contained in a
Registration Statement on Form S-1 filed under the Exchange Act, on March 8,
1993 (Registration No. 33-57450), including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts or Counsel
Not applicable.
Item 6: Indemnification of Directors and Officers
The Delaware General Corporation Law (the "DGCL") permits a Delaware
corporation to include in its certificate of incorporation a provision limiting
or eliminating, under certain circumstances, the potential liability of
directors to the Registrant or its stockholders by reason of their conduct as
directors.
The DGCL also permits the Registrant to indemnify its directors (and
officers, employees and agents) against expenses and, in suits other than those
brought by or for the Registrant itself, losses if the person acted in good
faith and in a manner believed to be in, or not opposed to, the best interests
of the Registrant. The By-laws of the Registrant provide that the Registrant
<PAGE>
will indemnify its directors, officers, employees and agents as authorized by
the DGCL.
The Registrant's Amended and Restated Certificate of Incorporation
provides for the limitation or elimination of potential monetary liability of
directors to the Registrant in certain circumstances. The DGCL does not permit
any limitation on or the elimination of the liability of a director for breach
of the duty of loyalty to the corporation or its stockholders, failing to act
in good faith, engaging in intentional misconduct or in a knowing violation of
law, engaging in any transaction from which the director derived an improper
personal benefit or paying a dividend or approving a stock repurchase that was
illegal under the DGCL.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
The following exhibits are filed as part of or incorporated by reference
into this Registration Statement:
4.1* Amended and Restated Certificate of Incorporation of the Registrant.
4.2** Amended and Restated By-laws, as amended, of the Registrant.
4.3*** Kopin Corporation 1992 Stock Option Plan, as amended.
4.4**** Kopin Corporation Director Stock Option Plan, as amended.
5 Opinion and Consent of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Bingham Dana LLP - included in Exhibit 5.
______________
* Filed as Exhibit 3.1 to registration statement on Form S-1,
File No. 33-57450 and incorporated herein by reference.
** Filed as Exhibit 3.2 to registration statement on Form S-1, File
No. 33-57450 and incorporated herein by reference.
<PAGE>
*** Filed as Appendix A to proxy statement filed pursuant to Rule 14a-6 of
the Exchange Act, filed with the Securities and Exchange Commission on
April 10, 1997, and incorporated herein by reference.
**** Filed as Appendix B to proxy statement filed pursuant to Rule 14a-6
of the Exchange Act, filed with the Securities and Exchange Commission
on April 10, 1997, and incorporated herein by reference.
Item 9: Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering;
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Taunton, Commonwealth of Massachusetts, on the 20th
day of February, 1998.
KOPIN CORPORATION
By: /s/ John C. C. Fan
John C. C. Fan
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Kopin Corporation, hereby
severally constitute and appoint John C.C. Fan and Paul J. Mitchell and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all
pre-effective and post-effective amendments to said Registration Statement, and
generally to do all such things in our names and on our behalf in our
capacities as officers and Directors to enable Kopin Corporation to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys or any of them, to said
Registration Statement and any and all amendments thereto.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John C. C. Fan Chief Executive Officer, February 20, 1998
John C. C. Fan President (Principal
Executive Officer) and
Director
/s/ David E. Brook Director and Secretary February 20, 1998
David E. Brook
/s/ Andrew H. Chapman Director February 20, 1998
Andrew H. Chapman
/s/ Morton Collins Director February 20, 1998
Morton Collins
______________________ Director February 20, 1998
Chi Chia Hsieh
______________________ Director February 20, 1998
Vallobh Vimolvanich
/s/ Michael A. Wall Director February 20, 1998
Michael A. Wall
/s/ Paul J. Mitchell Chief Financial Officer February 20, 1998
Paul J. Mitchell (Principal Accounting
Officer and Principal
Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Documents
4.1* Amended and Restated Certificate of
Incorporation of the Registrant.
4.2** Amended and Restated By-laws, as amended,
of the Registrant.
4.3*** Kopin Corporation 1992 Stock Option Plan,
as amended.
4.4**** Kopin Corporation Director Stock Option Plan,
as amended.
5 Opinion and Consent of Bingham, Dana &
Gould LLP as to the legality of the securities
being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Bingham Dana LLP
(included in Exhibit 5).
______________
* Filed as Exhibit 3.1 to registration statement on Form S-1, File
No. 33-57450 and incorporated herein by reference.
** Filed as Exhibit 3.2 to registration statement on Form S-1, File
No. 33-57450 and incorporated herein by reference.
*** Filed as Appendix A to proxy statement filed pursuant to Rule
14a-6 of the Exchange Act, filed with the Securities and Exchange
Commission on April 10, 1997, and incorporated herein by reference.
**** Filed as Appendix B to proxy statement filed pursuant to Rule 14a-6
of the Exchange Act, filed with the Securities and Exchange
Commission on April 10, 1997, and incorporated herein by reference.
<PAGE>
Exhibit 5
February 20, 1998
Kopin Corporation
695 Myles Standish Boulevard
Taunton, Massachusetts 02780-1042
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission on
February 20, 1998 (the "Registration Statement"), of 1,325,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
Kopin Corporation, a Delaware corporation (the "Company"), which are or will be
issuable to employees, directors, consultants and advisors of the Company upon
the exercise of options granted pursuant to the Company's 1992 Stock Option
Plan, as amended (the "1992 Plan") and the Director Option Plan (the "Director
Plan") of the Company (together, the "Plans").
We have acted as counsel to the Company in connection with the foregoing
registration of the Shares. We have examined and relied upon originals or
copies of such records, instruments, certificates, memoranda and other
documents as we have deemed necessary or advisable for purposes of this opinion
and have assumed, without independent inquiry, the accuracy of those documents.
In that examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing
such documents. We have further assumed that all options granted or to be
granted pursuant to the Plans were or will be validly granted in accordance
with the terms of the Plans and that all Shares to be issued upon exercise of
such options will be issued in accordance with such options and the Plans.
<PAGE>
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that, upon
the issuance and delivery of the Shares in accordance with the terms of such
options and the Plans, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Kopin Corporation and Subsidiaries on Form S-8 of our reports dated
February 10, 1997 (March 7, 1997 as to Note 13), appearing in the Annual
Report on Form 10-K of Kopin Corporation for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 1998
