<PAGE>
As filed with the Securities and Exchange Commission on October 22, 1999
Registration No. 333-87429
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KOPIN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2833935
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
695 Myles Standish Boulevard
Taunton, Massachusetts 02780
(508) 824-6696
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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John C.C. Fan
Chairman of the Board of Directors, President and Chief Executive Officer
Kopin Corporation
695 Myles Standish Boulevard
Taunton, Massachusetts 02780
(508) 824-6696
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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with copies to:
John J. Concannon III, Esq. William J. Schnoor, Jr.
Bingham Dana LLP Testa, Hurwitz & Thibeault, LLP
150 Federal Street 125 High Street
Boston, MA 02110 Boston, MA 02110
(617) 951-8000 (617) 248-7000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-87429
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Each Amount to Proposed Maximum Proposed Maximum Amount of
Class of Securities be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 230,000 $33.94 $7,805,625 $2,170
</TABLE>
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(1) Includes up to 30,000 shares of common stock which the Underwriters have
the option to purchase from the Company to cover over-allotments, if any.
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<PAGE>
This Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $.01 par value per share, of Kopin
Corporation, a Delaware corporation, for an offering pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (Registration No. 333-87429) are incorporated
in this Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Taunton, Commonwealth of Massachusetts, on this 22nd
day of October, 1999.
Kopin Corporation
/s/ John C.C. Fan
By: ____________________________________
John C.C. Fan
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John C.C. Fan Chairman of the Board of October 22, 1999
____________________________________ Directors, President and Chief
John C.C. Fan Executive Officer (Principal
Executive Officer)
/s/ Richard A. Sneider Chief Financial Officer and October 22, 1999
____________________________________ Treasurer (Principal Financial
Richard A. Sneider and Accounting Officer)
* Director and Secretary October 22, 1999
____________________________________
David E. Brook
* Director October 22, 1999
____________________________________
Andrew H. Chapman
* Director October 22, 1999
____________________________________
Morton Collins
* Director October 22, 1999
____________________________________
Chi Chia Hsieh
* Director October 22, 1999
____________________________________
Michael A. Wall
</TABLE>
/s/ John C.C. Fan
*By: _________________________
John C.C. Fan
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
5.1 Opinion of Bingham Dana LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bingham Dana LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page to Registration Statement
No. 333-87429 on Form S-3 filed September 20, 1999)
</TABLE>
<PAGE>
Exhibit 5.1
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[BINGHAM DANA LLP LETTERHEAD]
October 22, 1999
Kopin Corporation
695 Myles Standish Blvd.
Taunton, MA 02412
Re: Rule 462(b) Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Kopin Corporation, a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 230,000 shares of Common Stock, $.01 par value
per share, of the Company (the "Shares"), pursuant to a Registration Statement
on Form S-3 of the Company being filed pursuant to Rule 462(b) under the Act
(the "Registration Statement") in connection with the offering described in the
Registration Statement on Form S-3, File No. 333-87429 as amended by Amendment
No. 1 thereto (as so amended, the "Original Registration Statement"), initially
filed by the Company with the Securities and Exchange Commission on September
20, 1999.
We have reviewed the corporate proceedings of the Company with respect to
the authorization of the issuance of the Shares. We have also examined and
relied upon originals or copies of such corporate records, agreements,
certificates, and other documents as we have deemed necessary or appropriate as
a basis for the opinion expressed below. In our 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 any document.
We have also assumed that an Underwriting Agreement substantially in the
form of Exhibit 1.1 to the Original Registration Statement, but revised to
include the Shares, by and among the Company and the underwriters named therein
(the "Underwriting Agreement"), will have been duly executed and delivered
pursuant to the authorizing resolutions of the Board of Directors of the
Company and that the Shares will be sold and transferred only upon the payment
therefor as provided in the Underwriting Agreement. We have further assumed
that the registration requirements of the Act and all applicable requirements
of state laws regulating the sale of securities will have been duly satisfied.
This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in the state of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when delivered and paid for in accordance with the provisions of the
Underwriting Agreement, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus included in the Registration Statement.
Very truly yours,
BINGHAM DANA LLP
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders of Kopin Corporation:
We consent to the incorporation by reference in this Registration Statement
of Kopin Corporation on Form S-3 of our report dated February 16, 1999 included
in the Annual Report on Form 10-K of Kopin Corporation for the year ended
December 31, 1998, and to the use of our report dated February 16, 1999,
appearing in the prospectus, which is a part of this Registration Statement. We
also consent to the reference to us under the heading "Experts" in such
prospectus.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
October 21, 1999
