UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 2, 2020
KOPIN CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 000-19882 | | 04-2833935 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
125 North Drive, Westborough, MA 01581
(Address of Principal Executive Offices) (Zip Code)
(508) 870-5959
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.01 | | KOPN | | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
Kopin Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on March 2, 2020. At the Special Meeting, the following matters were submitted to a vote of stockholders:
1. To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $.01 per share, by a ratio of between one-for-two and one-for-twenty, inclusive, with the exact ration to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment (the "Reverse Stock Split Proposal"); and
2. To approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve Proposal 1 (the " Adjournment Proposal").
At the close of business on January 13, 2020, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 84,932,538 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. The holders of 66,370,249 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, constituting a quorum.
At the Special Meeting, the Reverse Stock Split Proposal and the Adjournment Proposal were each approved.
Proposal No. 1- Reverse Stock Split Proposal
The vote with respect to the amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $.01 per share, by a ratio of between one-for-two and one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment, was as follows:
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| For | | Against | | Abstain |
| 61,306,676 | | 4,473,313 | | 590,260 |
Proposal No. 2 - Adjournment Proposal
The vote with respect to the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal, was as follows:
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| For | | Against | | Abstain |
| 61,363,241 | | 4,306,730 | | 700,278 |
SIGNATURE
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 hereunto duly authorized.
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| | | | KOPIN CORPORATION |
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| Dated: | March 2, 2020 | | /s/ Richard A. Sneider |
| | | | Richard A. Sneider |
| | | | Treasurer and Chief Financial Officer |
| | | | (Principal Financial and Accounting Officer) |
