As
filed with the Securities and Exchange Commission on August 9, 2024
Registration
No. 333-
UNITED
STATES
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 |
|
04-2833935 |
| (State
or other jurisdiction |
|
(I.R.S.
Employer |
| of
incorporation or organization) |
|
Identification
No.) |
| |
|
|
125
North Drive
Westborough,
Massachusetts |
|
01581 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Kopin
Corporation 2020 Equity Incentive Plan
(Full
title of the plan)
Richard
A. Sneider
Treasurer
and Chief Financial Officer
125
North Drive
Westborough,
Massachusetts 01581
(Name
and address of agent for service)
(508)
870-5959
(Telephone
number, including area code, of agent for service)
With
copies to:
John
J. Concannon III
Morgan,
Lewis & Bockius LLP
One
Federal Street
Boston,
Massachusetts 02110
(617)
951-8000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
|
|
|
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
|
| |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement (“Registration Statement”) is being filed by Kopin Corporation (“Kopin”) for the purpose
of registering (i) an additional 9,500,000 shares of common stock, par value of $0.01 per share (the “Common Stock”), issuable
under the Kopin Corporation 2020 Equity Incentive Plan (the “Plan”). This Registration Statement relates solely to the registration
of additional securities of the same class as other securities for which registration statements on Form S-8 relating to the employee
benefit plans set forth herein are effective.
At
Kopin’s 2021 Annual meeting of Stockholders held on May 26, 2021 and 2024 Annual Meeting of Stockholders held on June 6, 2024,
the Kopin’s stockholders approved an amendment to the Plan to authorize an additional 4,500,000 shares of Common Stock for issuance
under the Plan. In addition, we are registering 5,000,000 shares that are reissuable under the Plan.
Pursuant
to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the effective registration
statements on Form S-8 with respect to the Plan filed with the Securities and Exchange Commission (the “Commission”) on May
29, 2020 (File No. 333-238790), as further supplemented by the information set forth below.
Item
8. Exhibits.
A
list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein
by reference.
Exhibit
Index
*
Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 city of Westborough, Massachusetts, on or before August 9, 2024.
| |
KOPIN
CORPORATION |
| |
|
|
| |
By: |
/s/
Richard A. Sneider |
| |
Name: |
Richard
A. Sneider |
| |
Title: |
Treasurer
and Chief Financial Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below hereby appoints Michael Murray and Richard Sneider, and each of them, severally, as his true and
lawful attorney or attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective
amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons
in the capacities indicated and on or before this 9th day of August, 2024:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Richard A. Sneider |
|
Treasurer
and Chief Financial Officer
(Principal
Financial and Accounting Officer) |
|
August
9, 2024 |
| Richard
A. Sneider |
|
|
|
|
| /s/
Michael Murray |
|
Chief
Executive Officer, President and Director
(Principal
Executive Officer) |
|
August
9, 2024 |
| Michael
Murray |
|
|
|
|
| |
|
|
|
|
| /s/
Jill Avery |
|
Director |
|
August
9, 2024 |
| Jill
Avery |
|
|
|
|
| |
|
|
|
|
| /s/
David Nieuwsma |
|
Director |
|
August
9, 2024 |
| David
Nieuwsma |
|
|
|
|
| |
|
|
|
|
| /s/
Margaret Seif |
|
Director |
|
August
9, 2024 |
| Margaret
Seif |
|
|
|
|
| |
|
|
|
|
| /s/
Chi Chia Hsieh |
|
Director |
|
August
9, 2024 |
| Chi
Chia Hsieh |
|
|
|
|
Exhibit
5.1
August
8, 2024
Kopin
Corporation
125
North Drive
Westborough,
MA 01581
Re:
Kopin Corporation Registration Statement on Form S-8 Filed on August [●], 2024
Ladies
and Gentlemen:
We
have acted as counsel to Kopin Corporation, a Delaware corporation (the “Company”), in connection with its filing of a Registration
Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”),
with the Securities and Exchange Commission (the “SEC”) on the date hereof. The Registration Statement relates to the registration
of the offer and sale of an additional 9,500,000 shares of common stock, par value $0.01, of the Company (the “Common Stock”),
which may be issued under the Kopin Corporation 2020 Equity Incentive Plan (the “Plan”).
In
connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified
to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation of the Company, as amended to date, (ii) the Sixth
Amended and Restated By-laws of the Company, as amended to date, (iii) certain resolutions of the Company’s Board of Directors
relating to the Registration Statement, (iv) the Plan, and (v) such other documents, records and other instruments as we have deemed
appropriate for purposes of the opinions set forth herein.
We
have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted
to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies
and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions
as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined
by us, and representations of officers of the Company. We have also obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary for the purposes of our opinions set forth below.
Subject
to the foregoing and the other matters set forth herein, we are of the opinion, as of the date hereof that the Common Stock has been
duly authorized by the Company and, when issued by the Company in accordance with the provisions of the Plan, will be validly issued,
fully paid, and non-assessable.
The
opinions expressed herein are limited to the Federal laws of the United States and the Delaware General Corporation Law.
We
hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit
that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of
the SEC thereunder.
Very
truly yours,
Morgan,
Lewis & Bockius LLP
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in this Registration Statement on Form S-8 of Kopin Corporation of our report dated March 14,
2024, relating to the consolidated financial statements of Kopin Corporation and its subsidiaries, appearing in the Annual Report on
Form 10-K of Kopin Corporation for the year ended December 30, 2023.
/s/
RSM US LLP
Boston,
Massachusetts
August
8, 2024
EXHIBIT
107
CALCULATION
OF FILING FEE
Form
S-8
(Form
Type)
Kopin
Corporation
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security
Class Title | |
Fee
Calculation
Rule | |
Amount
Registered(1)(2) | | |
Proposed
Maximum
Offering
Price
Per Unit(3) | | |
Maximum
Aggregate
Offering
Price(3) | | |
Fee Rate | |
Amount of
Registration
Fee | |
| | |
| |
| |
| | |
| | |
| | |
| |
| |
| Equity | |
Common
Stock, par value $0.01 | |
457(c) and 457(h) | |
| 9,500,000 | | |
$ | 0.86 | | |
$ | 8,170,000.00 | | |
147.60 per $1,000,000 | |
$ | 1,205.89 | |
| Total Offering Amounts | | |
| | | |
$ | 8,170,000.00 | | |
| |
$ | 1,205.89 | |
| Total Fee Offsets | | |
| | | |
| | | |
| |
$ | — | |
| Net Fee Due | | |
| | | |
| | | |
| |
$ | 1,205.89 | |
| |
(1) |
Amount
to be registered consists of 9,500,000 shares of common stock, par value $0.01 (“Common Stock”), of Kopin Corporation
to be issued under the Kopin Corporation 2020 Equity Incentive Plan (the “Plan”), including additional shares that may
become issuable in accordance with the adjustment and anti-dilution provisions of the Plan. |
| |
|
|
| |
(2) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also
covers any additional shares of Common Stock that may be offered or issued in respect of the shares identified in the above table
by reason of stock splits, stock dividends or similar transactions. |
| |
|
|
| |
(3) |
Estimated
solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on
the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on August 8, 2024. |
Grafico Azioni Kopin (NASDAQ:KOPN)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Kopin (NASDAQ:KOPN)
Storico
Da Gen 2024 a Gen 2025
