As filed with the Securities and Exchange Commission on November 14, 2000
File No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
04-2833935
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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
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(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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 2,000,000 $14.125 $28,250,000 $7,458.00
$.01 par
value per share
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</TABLE>
* 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 2,000,000 shares at a
purchase price of $14.125 per share, which purchase price was the average of
the high and low prices of the Registrant's Common Stock as reported on
November 9, 2000.
<PAGE>
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 2,000,000 shares (the "Shares") of common stock, par value
$0.01 per share, of the Company (the "Common Stock"), which are in addition to
the 5,300,000 shares of Common Stock which were registered on the Company's
Form S-8 filed on February 20, 1998 (File No. 333-46613) (the "Initial
Registration Statement") and the 2,200,000 shares of Common Stock which were
registered on the Company's Form S-8 filed on December 9, 1999 (File No.
333-92395) (the "Additional Registration Statement").* Pursuant to General
Instruction E of Form S-8, the contents of the Initial Registration Statement
and the Additional 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.
___________________
* Share amounts of Common Stock reported with respect to this Registration
Statement on Form S-8, the Initial Registration Statement and the Additional
Registration Statement reflect the Registrant's 1 for 1 stock dividend payable
to stockholders of record of the Common Stock as of the close of business on
December 20, 1999 and paid as of the close of business on December 29, 1999 and
the 1 for 1 stock dividend payable to stockholders of record of the Common
Stock as of the close of business on June 30, 2000 and paid as of the close of
business on July 12, 2000.
<PAGE>
Item 8: Exhibits
The following exhibits are filed as part of or incorporated by reference
into this Registration Statement:
4.1(a)** Amended and Restated Certificate of Incorporation of the
Registrant.
4.1(b)*** Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant.
4.1(c)**** Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant.
4.2***** Amended and Restated By-laws, as amended, of the Registrant.
4.3(a)****** Kopin Corporation Amended and Restated 1992 Stock Option Plan.
4.3(b)******* Amendment to Kopin Corporation Amended and Restated 1992 Stock
Option Plan.
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(a) to Form 10-Q for the quarterly period
ended July 1, 2000, File No. 000-19882 and incorporated herein
by reference.
**** Filed as Exhibit 3.2(b) to Form 10-Q for the quarterly period
ended July 1, 2000, File No. 000-19882 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 Exhibit 10.3 to Form 10-Q for the quarterly period
ended July 1, 2000, File No. 000-19882 and incorporated herein
by reference.
<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-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 13th
day of November, 2000.
KOPIN CORPORATION
By: /s/ John C.C. Fan
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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.
Signature Title Date
/s/ John C.C. Fan Chief Executive Officer, November 13, 2000
--------------------------- President (Principal
John C.C. Fan Executive Officer) and
Director
/s/ David E. Brook Director and Secretary November 13, 2000
---------------------------
David E. Brook
/s/ Andrew H. Chapman Director November 13, 2000
---------------------------
Andrew H. Chapman
/s/ Morton Collins Director November 13, 2000
---------------------------
Morton Collins
/s/ Chi Chia Hsieh Director November 13, 2000
---------------------------
Chi Chia Hsieh
/s/ Michael A. Wall Director November 13, 2000
---------------------------
Michael A. Wall
/s/ Richard A. Sneider Chief Financial Officer November 13, 2000
--------------------------- (Principal Accounting
Richard A. Sneider Officer and Principal
Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Documents
4.1(a)* Amended and Restated Certificate of Incorporation of the
Registrant.
4.1(b)** Certificate of Amendment of Amended and Restated
Certificate of Incorporation of the Registrant.
4.1(c)*** Certificate of Amendment of Amended and Restated
Certificate of Incorporation of the Registrant.
4.2**** Amended and Restated By-laws, as amended, of the Registrant.
4.3(a)***** Kopin Corporation Amended and Restated 1992 Stock Option
Plan.
4.3(b)****** Amendment to Kopin Corporation Amended and Restated 1992
Stock Option Plan.
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(a) to Form 10-Q for the quarterly period ended
July 1, 2000, File No. 000-19882 and incorporated herein by reference.
*** Filed as Exhibit 3.2(b) to Form 10-Q for the quarterly period ended
July 1, 2000, File No. 000-19882 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 Exhibit 10.3 to Form 10-Q for the quarterly period ended
July 1, 2000, File No. 000-19882 and incorporated herein by reference.
<PAGE>
Exhibit 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
November 14, 2000
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
or about November 14, 2000 (the "Registration Statement"), of 2,000,000 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 validly issued, fully paid and
nonassessable 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 on Form S-8 of our report dated March 17, 2000, appearing in
the Annual Report on Form 10-K/A of Kopin Corporation for the year ended
December 31, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
November 10, 2000
