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As filed with the Securities and Exchange Commission on December 9, 1999
File No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
KOPIN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
04-283393
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(I.R.S. Employer Identification No.)
695 Myles Standish Blvd., Taunton, MA 02780-1042
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(Address of Principal Executive Offices) (Zip Code)
KOPIN CORPORATION 1992 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
John C.C. Fan with copies to:
Chief Executive Officer John J. Concannon III, Esq.
Kopin Corporation Bingham Dana LLP
695 Myles Standish Blvd. 150 Federal Street
Taunton, MA 02780-1042 Boston, MA 02110
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(Name and address of agent for service)
(508) 824-6696 (617) 951-8000
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(Telephone Number, Including Area Code, of Agent For Service)
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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
- ------------------- -------------------- -------------------- -------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock 550,000 $61.50 $33,825,000 $8,930.00
$.01 par
value per share
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* 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 550,000 shares at a purchase
price of $61.50 per share, which purchase price was the average of the high and
low prices of the Registrant's Common Stock as reported on December 2, 1999.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Kopin Corporation, a
Delaware corporation (the "Company" or the "Registrant"), in connection with the
registration of 550,000 shares of common stock, par value $0.01 per share of the
Company (the "Shares"), which are in addition to the 1,325,000 shares of common
stock, par value $0.01 per share of the Company which were registered on the
Company's Form S-8 filed on February 20, 1998 (File No. 333-46613) (the "Prior
Registration Statement"). Pursuant to General Instruction E of Form S-8, the
contents of the Prior Registration Statement, to the extent relating to the
registration of the Shares and except as otherwise set forth in this
Registration Statement, are incorporated by reference herein.
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.
5 Opinion and Consent of Bingham Dana LLP as to the legality of
the securities being registered.
23.1 Independent Auditors' Consent -- 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.
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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 8th
day of December 1999.
KOPIN CORPORATION
By: /s/ John C.C. Fan
-----------------
John C. C. Fan
Chief Executive Officer
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.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John C.C. Fan Chief Executive Officer, December 8, 1999
- ----------------------------------- President (Principal Executive
John C. C. Fan Officer) and Director
/s/ David E. Brook Director and Secretary December 8, 1999
- -----------------------------------
David E. Brook
/s/ Andrew H. Chapman Director December 8, 1999
- -----------------------------------
Andrew H. Chapman
/s/ Morton Collins Director December 8, 1999
- -----------------------------------
Morton Collins
/s/ Chi Chia Hsieh Director December 8, 1999
- -----------------------------------
Chi Chia Hsieh
/s/ Michael A. Wall Director December 8, 1999
- -----------------------------------
Michael A. Wall
/s/ Richard A. Sneider Chief Financial Officer December 8, 1999
- ----------------------------------- (Principal Accounting Officer and
Richard A. Sneider Principal Financial Officer)
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EXHIBIT INDEX
Exhibit No. Description of Documents
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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.
5 Opinion and Consent of Bingham Dana LLP as to the legality of
the securities being registered.
23.1 Independent Auditors' Consent -- Deloitte & Touche LLP.
23.2 Consent of Bingham Dana LLP (included in Exhibit 5.)
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* 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.
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Exhibit 5
BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110
December 9, 1999
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 December
9, 1999 (the "Registration Statement"), of 550,000 shares (the "Shares") of
common stock, par value $0.01 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").
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 1992
Plan were or will be validly granted in accordance with the terms of the 1992
Plan and that all Shares to be issued upon exercise of such options will be
issued in accordance with the terms of such options and the 1992 Plan.
This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.
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 1992 Plan, 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
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Kopin Corporation on Form S-8 of our report dated February 16, 1999, appearing
in the Annual Report on Form 10-K of Kopin Corporation for the year ended
December 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 9, 1999
