SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 1997 Commission file number 0-19882 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 BLVD., TAUNTON, MA 02780-1042 ------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (508) 824-6696 -------------- Not Applicable -------------- Former name, former address, and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or l5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Applicable only to corporate issuers: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of July 18, 1997 ----- ------------------------------- Common Stock, par value $ .01 11,002,469
KOPIN CORPORATION INDEX ----- Page No. -------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets at June 28, 1997 and December 31, 1996 3 Consolidated Statements of Operations for the Three and Six months ended June 28, 1997 and June 29, 1996 4 Consolidated Statements of Stockholders' Equity for the Six months ended June 28, 1997 and June 29, 1996 5 Consolidated Statements of Cash Flows for the Six months ended June 28, 1997 and June 29, 1996 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION Item 4. Submissions of Matters to a Vote of Security-Holders 11 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 2
KOPIN CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) <TABLE> <CAPTION> June 28, 1997 December 31, 1996 ------------- ----------------- <S> <C> <C> ASSETS - ------ Current assets: Cash and equivalents $14,958,860 $ 16,511,291 Marketable securities 6,332,522 10,560,815 Accounts receivable, net of allowance of $158,400 and $137,400: Billed 2,609,775 3,650,075 Unbilled 1,611,600 2,933,863 Inventory 2,586,557 3,073,643 Prepaid expenses and other current assets 1,010,056 1,257,781 ----------- ------------ Total current assets 29,109,370 37,987,468 Equipment and improvements: Equipment 22,088,747 20,862,918 Leasehold improvements 772,717 772,717 Furniture and fixtures 331,955 361,483 Equipment under construction 998,434 636,255 ----------- ------------ 24,191,853 22,633,373 Accumulated depreciation and amortization 13,307,200 11,731,828 ----------- ------------ 10,884,653 10,901,545 Other assets 3,555,390 2,962,149 Intangible assets 1,942,100 1,894,392 ----------- ------------ Total assets $45,491,513 $ 53,745,554 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY - --------------------- Current liabilities: Note payable $ 450,000 $ 500,000 Accounts payable 4,024,365 6,945,053 Accrued payroll and expenses 980,569 1,427,305 Unearned revenue 34,482 80,484 Current portion of long-term obligations 1,206,662 1,347,636 ----------- ------------ Total current liabilities 6,696,078 10,300,478 Deferred rent 273,166 381,166 Long-term obligations, less current portion 1,627,960 2,793,061 Stockholders' equity: Preferred stock, par value $.01 per share: Authorized, 3,000 shares; none issued and outstanding Common stock, par value $.01 per share: Authorized, 20,000,000 shares; issued 10,969,404 shares in 1997 and 10,931,408 shares in 1996 109,694 109,314 Additional paid-in capital 88,962,299 88,605,451 Deferred compensation (191,346) (227,706) Marketable securities valuation 65,145 44,933 Deficit (52,051,483) (48,261,143) ----------- ------------ Total stockholders' equity 36,894,309 40,270,849 ----------- ------------ Total liabilities and stockholders' equity $45,491,513 $ 53,745,554 =========== ============ </TABLE> See notes to consolidated financial statements. 3
KOPIN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) <TABLE> <CAPTION> Three Months Ended Six Months Ended ------------------ ---------------- June 28 June 29 June 28 June 29 1997 1996 1997 1996 ------------- ------------- ------------- -------------- <S> <C> <C> <C> <C> Revenue: Product sales $ 3,117,474 $ 2,582,490 $ 5,999,551 $ 5,626,256 Research and development 763,800 1,695,900 1,595,736 3,425,372 Interest and other income 385,844 445,785 700,741 1,006,181 ------------- ------------- ------------- -------------- 4,267,118 4,724,175 8,296,028 10,057,809 ------------- ------------- ------------- -------------- Costs and expenses: Cost of sales 1,971,820 2,225,152 4,083,185 4,933,070 Research and development 2,749,320 4,492,359 5,553,298 9,203,328 General, administrative and selling 1,102,102 1,966,955 2,188,146 3,910,611 Interest 56,986 93,309 110,515 217,518 Other 75,612 152,268 151,224 287,037 Non-recurring charge - - - 4,990,412 ------------- ------------- ------------- -------------- 5,955,840 8,930,043 12,086,368 23,541,976 ------------- ------------- ------------- -------------- Loss before minority interest (1,688,722) (4,205,868) (3,790,340) (13,484,167) Minority interest in loss of subsidiary - 312,829 - 870,075 ------------- ------------- ------------- -------------- Net loss ($ 1,688,722) ($ 3,893,039) ($ 3,790,340) ($ 12,614,092) ============= ============= ============= ============== Net loss per share ($ .15) ($ .36) ($ .35) ($ 1.16) ============= ============= ============= ============== Weighted average number of common shares outstanding 10,952,879 10,918,750 10,943,782 10,917,304 ============= ============= ============= ============== </TABLE> See notes to consolidated financial statements. 4
KOPIN CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY SIX MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996 (UNAUDITED) <TABLE> <CAPTION> Common Stock Additional -------------------- Paid-in Deferred Securities Shares Amount Capital Compensation Valuation Deficit Total ---------- -------- ----------- ------------- ---------- ------------- ------------- <S> <C> <C> <C> <C> <C> <C> <C> Balance, December 31, 1995 10,915,019 $109,150 $88,355,145 ($94,482) $137,183 ($26,664,779) $ 61,842,217 Exercise of stock options 3,813 38 6,987 -- -- -- 7,025 Amortization of compensation relating to grant of stock options -- -- -- 23,388 -- -- 23,388 Net unrealized gain on marketable securities -- -- -- -- 72,012 -- 72,012 Net loss for the six month period ended June 29, 1996 -- -- -- -- -- (12,614,092) (12,614,092) ---------- -------- ----------- ------------ ---------- ------------ ------------ Balance, June 29, 1996 10,918,832 $109,188 $88,362,132 ($71,094) $209,195 ($39,278,871) $ 49,330,550 ========== ======== =========== ============ ========== ============ ============ Balance, December 31, 1996 10,931,408 $109,314 $88,605,451 ($227,706) $ 44,933 ($48,261,143) $ 40,270,849 Exercise of stock options 37,996 380 356,848 -- -- -- 357,228 Amortization of compensation relating to grant of stock options -- -- -- 36,360 -- -- 36,360 Net unrealized gain on marketable securities -- -- -- -- 20,212 -- 20,212 Net loss for the six month period ended June 28, 1997 -- -- -- -- -- (3,790,340) (3,790,340) ---------- -------- ----------- ------------ ---------- ------------ ------------ Balance, June 28, 1997 10,969,404 $109,694 $88,962,299 ($ 191,346) $ 65,145 ($52,051,483) $ 36,894,309 ========== ======== =========== ============ ========== ============ ============ </TABLE> See notes to consolidated financial statements. 5
KOPIN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> Six Months Ended ------------------------------ June 28 June 29 1997 1996 ------------- -------------- <S> <C> <C> Cash flows from operating activities: Net loss ($ 3,790,340) ($ 12,614,092) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,726,596 1,796,893 Amortization of compensation relating to grant of stock options 36,360 23,388 Non-recurring charge - 4,990,412 Decrease in unearned revenue (46,002) (46,002) Increase (decrease) in deferred rent (108,000) 17,000 Minority interest in loss of - (870,075) subsidiary Changes in assets and liabilities: Accounts receivable 1,834,901 (1,568,923) Inventory 126,411 (448,950) Prepaid expenses and other 247,725 (243,257) current assets Intangible assets (207,981) (1,455,500) Accounts payable and accrued (2,637,815) 1,867,122 expenses ------------- -------------- Net cash used in operating (2,818,145) (8,551,984) activities ------------- -------------- Cash flows from investing activities: Marketable securities 4,248,505 4,062,524 Other assets (593,241) 271,093 Capital expenditures (1,735,617) (2,108,722) ------------- -------------- Net cash provided by investing 1,919,647 2,224,895 activities ------------- -------------- Cash flows from financing activities: Net proceeds from issuance of subsidiary preferred stock - 1,800,000 Proceeds from notes payable 450,000 500,000 Principal payment on notes payable (500,000) (3,000,000) Proceeds from long-term obligations - 1,503,025 Principal payment on long-term (961,161) (465,641) obligations Proceeds from exercise of stock 357,228 7,025 options ------------- -------------- Net cash provided by (used in) (653,933) 344,409 financing activities ------------- -------------- Net decrease in cash and equivalents (1,552,431) (5,982,680) Cash and equivalents, beginning of 16,511,291 24,718,023 period ------------- -------------- Cash and equivalents, end of period $ 14,958,860 $ 18,735,343 ============= ============== Non-cash investing and financing transactions: Marketable securities valuation $ 20,212 $ 72,012 Supplementary information -Interest $ 110,515 $ 177,136 paid in cash </TABLE> See notes to consolidated financial statements. 6
KOPIN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION --------------------- The financial statements for the six month periods ended June 28, 1997 and June 29, 1996 are unaudited and include all adjustments which, in the opinion of management, are necessary to present fairly the results of operations for the periods then ended. All such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (File No. 0-19882) for the year ended December 31, 1996. The results of the Company's operations for any interim period are not necessarily indicative of the results of the Company's operations for any other interim period or for a full fiscal year. The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated. 2. NET LOSS PER SHARE ------------------ Net loss per share is computed using the weighted average number of common shares outstanding during the period. Common share equivalents have not been included because the effect would be anti-dilutive. In March 1997, the Financial Accounting Standards Board released Statement of Financial Accounting Standards (SFAS) No.128, "Earnings Per Share," which the Company will adopt in the fourth quarter of 1997. The adoption is not expected to have an impact on the Company's reported loss per share for the quarters ended June 28, 1997 and June 29, 1996. 3. INVESTMENT IN FORTE TECHNOLOGIES, INC. -------------------------------------- During 1994, 1995 and 1996, the Company made a series of equity investments in Forte Technologies, Inc. In May 1995, the Company obtained a controlling interest in Forte and consolidated the financial statements of Forte with those of the Company from that date through December 31, 1996. As a result of declining sales and results of operations at Forte, the Company recorded in the fourth quarter of 1996 a write-down of Forte's assets to their estimated net realizable value and its remaining investment in Forte totaling $3,900,000. In March 1997, Forte filed a voluntary petition seeking reorganization under Chapter 11 of the U.S. Bankruptcy Code, and was in default in the payment of principal and interest to its senior lender under certain secured loans in the aggregate principal amount of $838,000. These loans, which had been guaranteed by the Company and included in the Company's consolidated balance sheet as of March 29, 1997, were paid in full by the Company in June 1997. As a result of its Chapter 11 filing, Forte's financial statements are no longer consolidated with those of the Company. 4. NON-RECURRING CHARGE -------------------- On January 1, 1996 , the Company adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of ." This Statement establishes accounting standards for the carrying value of long-lived and certain identifiable intangible assets. In January 1996, the Company incurred a non-recurring charge of $4,990,412 which included a write-down associated with the initial adoption of SFAS No.121, the expensing of purchased technology, and the write-off of certain previously deferred expenses. 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- Kopin Corporation and its subsidiaries (the "Company") are engaged in the development, manufacture and sale of flat panel display devices and products, and custom Wafer-Engineered electronic materials for commercial and consumer markets, and the performance of related research and development under contracts. To date, the Company's revenue has been derived primarily from development contracts with commercial companies and agencies of the federal government, as well as from sales of its custom Wafer-Engineered materials and flat panel display devices and products. RESULTS OF OPERATIONS The Company's research and development and product sale revenue was $3,881,274 and $7,595,287 for the three and six months ended June 28, 1997 compared to $4,278,390 and $9,051,628 during the corresponding periods in the prior year, a decrease of $397,116 or 9.3%, for the three months and $1,456,341, or 16.0%, for the six months ended June 28, 1997. Research and development revenue decreased 55.0% to $763,800 for the three months ended June 28, 1997 from $1,695,900 in the prior year and decreased 53.4% to $1,595,736 for the six months ended June 28, 1997 from $3,425,372 during the corresponding period in 1996. The change in 1997 research and development revenue was primarily attributable to a decrease in contract revenue from agencies of the federal government. The Company's product sales increased 20.7% to $3,117,474 during the three months ended June 28, 1997 from $2,582,490 during the corresponding period in the prior year and increased 6.6% to $5,999,551 for the six months ended June 28, 1997 from $5,626,256 during the corresponding period in 1996. The net increase in product sales was primarily due to a $957,640, or 44.3%, increase in sales of the Company's Wafer-Engineered materials and display products for the three months ended June 28, 1997 and a $2,195,645, or 57.7%, increase in sales of such materials and display products for the six months ended June 28, 1997 over the corresponding periods in the prior year. The increases in sales of the Company's Wafer-Engineered materials are primarily due to the increased use of these materials in various wireless telecommunications products. The financial results of Forte Technologies, Inc. are no longer included with those of the Company in the 1997 period following the Company's write-off of its investment in Forte at the end of 1996 and Forte's subsequent filing of a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. Forte had product sales of $422,656 and $1,822,350 included in the Company's results for the three and six months ended June 29, 1996. Interest and other income was $385,844 and $700,741 for the three and six months ended June 28, 1997 compared to $445,785 and $1,006,181 during the corresponding periods in 1996. The decrease in 1997 was primarily due to lower cash balances during the period in comparison to balances in 1996. The Company's total operating expenses were $5,955,840 for the three months ended June 28, 1997 and $12,086,368 for the six months then ended compared to $8,930,043 and $23,541,976, a decrease of $2,974,203, or 33.3%, and $11,455,608, or 48.7%, over the corresponding periods in 1996. The six months ended June 29, 1996 included a $4,990,412 non-recurring charge for the write- down of certain intangible and long-lived assets in connection with the Company's adoption of the provisions of Statement of Financial Accounting Standards No. 121, the expensing of purchased technology, and the write-off of certain previously deferred expenses. In addition, research and development charges of $500,000 for subcontractor development work were expensed during the six months ended June 29, 1996. Additionally, $1,688,808 and $5,316,641 of the decrease is related to expenses incurred in the three and six months ended June 29, 1996 by Forte Technologies. The remainder of the decrease in operating expenses was primarily due to decreased costs incurred for research and development programs funded by agencies of the federal government for both the three and six months ended June 28, 1997. Cost of sales, which is comprised of materials, labor and manufacturing overhead, was $1,971,820 and $4,083,185 for the three and six months ended June 28, 1997, or 63.2% and 68.0% of product sales, compared to $2,225,152 and $4,933,070, or 86.2% and 87.7% of product sales, during the corresponding periods in 1996. The higher cost of sales percentage in 1996 was primarily due to the inclusion in the 1996 financial results of shipments of head-mounted systems by Forte Technologies. Reducing cost of sales as a percentage of sales for the Company's products is generally dependent on achieving manufacturing economies of scale in order to manufacture at a lower cost per unit basis. Research and development expenses include expenses incurred in support of internal development programs and programs funded by agencies of the federal government, including development programs for electronic imaging devices and display products, Wafer-Engineered materials and head-mounted display systems, circuit design costs, staffing, purchases of 8
materials and laboratory supplies, and fabrication and packaging of the Company's SMART SLIDE imaging devices. Total research and development expenses for the three and six months ended June 28, 1997, were $2,749,320 and $5,553,298 compared to $4,492,359 and $9,203,328 during the corresponding period in 1996, a decrease of 38.8% and 39.7%, respectively. The decrease in research and development expenses in 1997 was primarily due to a reduction in research and development expenses incurred in support of programs funded by agencies of the federal government as well as the inclusion of $142,160 and $357,004 of such expenses incurred by Forte Technologies during the corresponding periods in 1996. General, administrative and selling expenses consist of the expenses incurred by the Company's business development and sales personnel, marketing expenses, and administrative and general corporate expenses. General, administrative and selling expenses were $1,102,102 for the three months ended June 28, 1997 and $2,188,146 for the six months then ended compared to $1,966,955 and $3,910,611, respectively, a decrease of $864,853 or 44.0% and $1,722,465 or 44.0% over the corresponding periods in 1996. The decrease in general, administrative and selling expenses in the 1997 periods was primarily due to the inclusion of costs of $876,203 and $1,745,106 incurred by Forte Technologies in the three and six months ended June 29, 1996. In addition, general and administrative expenses include non-cash charges for compensation expense of $18,180 and $36,360 for the three and six months ended June 28, 1997, relating to the issuance of certain stock options. The Company expects to incur increased general, administrative and selling expenses in the future as it continues commercialization of its imaging devices and display products and Wafer-Engineered materials. On January 1, 1996 , the Company adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of ." This Statement establishes accounting standards for the carrying value of long-lived and certain identifiable intangible assets. In January 1996, the Company incurred a non-recurring charge of $4,990,412 which included a write-down associated with the initial adoption of SFAS No.121, the expensing of purchased technology, and the write-off of certain previously deferred expenses. In March 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings Per Share," which will be effective during the fourth quarter of 1997. The new pronouncement's requirements will not impact the Company's previously reported loss per share. LIQUIDITY AND CAPITAL RESOURCES As of June 28, 1997, the Company had cash and equivalents and marketable securities of $21,291,382 and working capital of $22,413,292 compared to $27,072,106 and $27,686,990, respectively, as of December 31, 1996. The decrease in cash and equivalents and marketable securities was primarily due to use of cash in operations of $2,818,145, capital expenditures of $1,735,617 and principal payments on long-term obligations of $961,161. The Company also has approximately $1,300,000 of marketable securities held in escrow as equipment financing collateral which is shown in other assets. Revenue from long-term contracts is recognized on the percentage-of- completion method of accounting as work is performed, based upon the ratio that incurred costs or hours bear to estimated total completion costs or hours. Amounts received under long-term contracts are recognized as revenue is earned, and amounts earned on contracts in progress in excess of billings are classified as unbilled receivables. Unbilled receivables are billed based on dates stipulated in the related agreement or in periodic installments based upon the Company's invoicing cycle. The Company periodically enters into various long-term debt arrangements to finance equipment purchases and other activities. As of June 28, 1997, long- term debt obligations totaled $2,834,622, of which $1,206,662 is payable in 1997. In October 1993, the Company entered into a five-year lease for a 74,000 square foot manufacturing facility. This facility, which includes 7,000 square feet of environmentally controlled clean rooms, is used primarily for the Company's production of electronic imaging devices. In 1997, the Company exercised an option to extend the lease for an additional year. The Company will make lease payments of approximately $1.0 million per year over the remaining term of the lease. The Company currently expects to expend approximately $7,500,000 on capital expenditures over the next 30 months. Of this amount, approximately $6,000,000 is expected to be used for expansion of manufacturing equipment 9
required for development and manufacturing of electronic imaging devices and display products and Wafer-Engineered materials, and the balance is expected to be used for the acquisition of laboratory and testing equipment and general facility upgrades. The Company expects to use approximately $1,500,000 in the remainder of 1997, $3,000,000 in 1998, and $3,000,000 in 1999 for capital equipment and expansion of the Company's manufacturing capabilities. The Company expects to incur significant additional research and development and other costs, including costs related to the continued development and commercialization of its electronic imaging devices and display products. The Company's future capital requirements will depend on many factors, including the establishment of collaborative arrangements, the cost of manufacturing facilities, commercialization activities and arrangements, continued scientific progress in its imaging device and display product development programs, the magnitude of these programs, the costs involved in filing, prosecuting and enforcing patent claims, and competing technological and market developments. From time to time, the Company may also make equity investments in other companies engaged in certain aspects of the flat panel display and electronics industries as part of its business strategy. The Company believes that its present cash and equivalents and marketable securities will be adequate to finance its anticipated operating and capital requirements and to meet liquidity needs through at least fiscal 1998. FUTURE OPERATING RESULTS Certain of the statements contained in this Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, are forward-looking statements that involve risks and uncertainties. In addition to the risks and uncertainties set forth in this Form 10-Q, other factors that could cause actual results to differ materially include the following: general economic and business conditions and growth in the flat panel display industry and the gallium arsenide materials industry, the impact of competitive products and pricing, availability of third party components, availability of integrated circuit fabrication facilities, cost and yields associated with production of the Company's SMART SLIDE imaging devices, loss of significant customers, acceptance of the Company's products, continuation of collaborative agreements, and the risk factors listed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, including but not limited to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 10
PART II. OTHER INFORMATION Item 3. DEFAULTS UPON SENIOR SECURITIES (a)The Company's majority owned subsidiary, Forte Technologies, Inc., which has filed a voluntary petition seeking reorganization under Chapter 11 of the U.S. Bankruptcy Code in March 1997, was in default in the payment of principal and interest to Forte's senior lender under certain secured loans in the aggregate principal amount of $838,000. These loans, which had been guaranteed by the Company and included in the Company's consolidated balance sheet as of March 29, 1997, were paid in full by the Company in June 1997 along with an arrearage under these loans of approximately $41,000. Forte also is in default in the payment under certain secured convertible debentures in the aggregate principal amount of $1,912,000. The Company, which is the holder of $1,538,000 of such convertible debentures, wrote off the value of these loans as of December 31, 1996. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS On May 22, 1997, the Company held an Annual Meeting of Stockholders to consider and vote upon the following four proposals: (1) A proposal to elect seven directors of the Company to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. (2) A proposal to ratify the amendment to the Company's 1992 Stock Option Plan increasing the number of shares authorized for issuance under the Plan. (3) A proposal to ratify the amendment to the Company's Director Stock Option Plan increasing the number of shares authorized for issuance under the Plan. (4) A proposal to ratify the appointment of Deloitte & Touche LLP as independent accountants of the Company for the current fiscal year. Results with respect to the voting on each of the proposals were as follows: <TABLE> <CAPTION> For Withheld Authority ----- ------------------ <S> <C> <C> Proposal 1: John C.C. Fan 9,611,244 455,180 David E. Brook 9,610,944 455,480 Andrew H. Chapman 9,610,744 455,680 Morton Collins 9,611,544 454,880 Chi Chia Hsieh 9,608,744 457,680 Michael A. Wall 9,608,644 457,780 Vallobh Vimolvanich 9,607,244 459,180 </TABLE> Proposal 2: 7,094,830 votes for; 952,119 votes against;69,728 abstentions; and 1,949,747 broker non-votes. Proposal 3: 7,097,675 votes for; 953,522 votes against;65,480 abstentions; and 1,949,747 broker non-votes. Proposal 4: 9,959,484 votes for; 53,792 votes against; and 53,148 abstentions. 11
Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.55 Amendment to 1992 Stock Option Plan 10.56 Amendment to Director Stock Option Plan 27 Financial Data Schedule (b) Reports on Form 8-K None 12
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KOPIN CORPORATION (Registrant) Date: August 5, 1997 By: /s/ John C.C. Fan -------------------------------- John C.C. Fan President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) Date: August 5, 1997 By: /s/ Paul J. Mitchell -------------------------------- Paul J. Mitchell Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) 13