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DELAWARE
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04-2833935
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount Of
Registration Fee
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2010 Equity Incentive Plan
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Common Stock, $0.01 par value
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2,025,150
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$3.70(2)
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$7,493,055
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$932.89
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(1)
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement on Form S-8 (the “Registration Statement”) also covers an
indeterminate number of additional shares of common stock that may be offered or issued in the event of a stock dividend, reverse stock split, split-up, recapitalization, or other similar
event.
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(2)
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Estimated solely for purposes of computing the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low
prices reported on the NASDAQ Global Market on June 5, 2018.
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Item 1.
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Plan Information. *
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Item 2.
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Registrant Information and Employee Plan Annual Information. *
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*
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Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities
Act of 1933, as amended (the “Securities Act”), and in accordance with the Introductory Note to Part I of Form S-8.
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Item 3.
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Incorporation of Documents by Reference.
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•
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Annual Report on Form 10-K for the year ended December 30, 2017 (filed on March 23, 2018); and
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•
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Definitive Proxy on Schedule 14A (filed March 30, 2018);
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•
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (filed on May 10, 2018);
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•
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Current Reports on Form 8-K (filed on January 4, 2018 and May 11, 2018); and
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•
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the description of the Common Stock, par value $0.01 per share, contained in the Company’s Current Report on Form 8-K filed on March 31, 2017.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
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Item 8.
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Exhibits.
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Exhibit
Number
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Description of Document
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4.1
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(1)
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Kopin Corporation 2010 Equity Incentive Plan.
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5.1
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**
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Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the securities offered hereby.
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23.1
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**
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Consent of Independent Registered Public Accounting Firm
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23.2
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**
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
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24
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**
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Power of Attorney (included on the signature page of this Registration Statement).
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(1)
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Filed as Appendix A to our Definitive Proxy Statement on Schedule 14A filed on March 30, 2018.
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**
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Filed herewith.
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Item 9.
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Undertakings.
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(a)
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The undersigned registrant hereby undertakes:
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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i.
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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ii.
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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iii.
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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;
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2.
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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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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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.
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(b)
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The undersigned registrant hereby undertakes 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 or Section 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 therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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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 Exchange Commission such indemnification is against public policy as expressed in the
Act 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
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KOPIN CORPORATION
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By:
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Name:
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John C.C. Fan
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Title:
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President and Chief Executive Officer (principal executive officer)
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Signature
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Capacity
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/S/ John C.C. Fan
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Chief Executive Officer, President and Chairman of the Board of Directors (principal executive officer)
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John C.C. Fan
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/S/ Richard A. Sneider
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Chief Financial Officer (principal financial and accounting officer)
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Richard A. Sneider
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/S/ James K. Brewington
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Director
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James K. Brewington
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/S/ David E. Brook
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Director
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David E. Brook
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/S/ Morton Collins
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Director
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Morton Collins
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/S/ Andrew H. Chapman
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Director
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Andrew H. Chapman
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/S/ Chi Chia Hsieh
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Director
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Chi Chia Hsieh
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/S/ Michael J. Landine
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Director
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Michael J. Landine
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Exhibit
Number
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Description of Document
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4.1
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(1)
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Kopin Corporation 2010 Equity Incentive Plan.
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**
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**
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**
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**
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(1)
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Filed as Appendix A to our Definitive Proxy Statement on Schedule 14A filed on March 30, 2018.
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**
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Filed herewith.
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File | Sequence | Description | Type | Size |
---|---|---|---|---|
0000771266-18-000020.txt | Complete submission text file | 148423 |