Current Report Filing (8-k)
May 20 2020 - 04:11PM
Edgar (US Regulatory)
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2020-05-17
2020-05-18
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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): May 18, 2020
KOPIN
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-19882
|
|
04-2833935
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(State
or Other Jurisdiction
of
Incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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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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|
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, par value $0.01
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KOPN
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NASDAQ
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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
1.02. Termination of a Material Definitive Agreement.
As
reported under in a Form 8-K filed on April 27, 2020, on April 22, 2020, Kopin Corporation (the “Company”) received
the proceeds from a loan in the amount of approximately $2.1 million (the “PPP Loan”) from Rockland Trust Company,
as lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security
Act (the “CARES Act”).
On
May 18, 2020, the Company voluntarily terminated the PPP Loan and repaid the PPP Loan proceeds of $2.1 million. Although the Company
believes, in good faith, it qualified for the PPP Loan under then-available regulations, the Company’s decision to terminate
was based on additional recently-issued guidance from the Small Business Administration. There were no prepayment penalties in
connection with the voluntary termination.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
At
the annual meeting of stockholders of the Company held on May 20, 2020 (the “Annual Meeting”), stockholders of the
Company approved the Kopin Corporation 2020 Equity Incentive Plan (the “2020 EIP”). The 2020 EIP is a long-term incentive
plan pursuant to which awards may be granted to employees, including executive officers, consultants, independent contractors
and non-employee directors of the Company and its affiliates, including options, stock appreciation rights, restricted stock,
restricted stock units, stock bonuses, and other awards. The 2020 EIP was adopted principally to serve as a successor plan to
the Kopin Corporation 2010 Equity Incentive Plan. Unless terminated sooner by the Company’s Board of Directors (the “Board”)
or extended with stockholder approval, the 2020 EIP will terminate on the day immediately preceding the tenth anniversary of the
effective date of the 2020 EIP. It is not possible to determine specific amounts and types of awards that may be granted to eligible
participants under the 2020 EIP subsequent to the Annual Meeting because the grant and payment of such awards is subject to the
discretion of the Compensation Committee of the Board. The summary of the 2020 EIP is qualified in its entirety by reference to
the full text of the 2020 EIP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of
stockholders of the Company was held on May 20, 2020. The following matters were acted upon:
1.
ELECTION OF DIRECTORS
John
C.C. Fan, Scott Anchin, James K. Brewington, David E. Brook, Morton Collins, Chi Chia Hsieh and Richard H. Osgood were all elected
to serve as directors of the Company each for a term expiring at the Company’s 2021 Annual Meeting and until their successors
are duly elected and qualified. The results of the election of directors are below.
Nominee
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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John C.C. Fan
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35,133,415
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1,981,010
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92,534
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26,162,941
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Scott Anchin
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35,462,207
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1,586,032
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158,720
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26,162,941
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James K. Brewington
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34,685,635
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2,363,588
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157,736
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26,162,941
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David E. Brook
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33,311,884
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3,736,618
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158,457
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26,162,941
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Morton Collins
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33,129,756
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3,919,291
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157,912
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|
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26,162,941
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Chi Chia Hsieh
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30,083,177
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6,961,374
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162,408
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26,162,941
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Richard H. Osgood
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33,152,648
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3,734,261
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320,050
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26,162,941
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2.
RATIFICATION OF THE COMPANY’S 2020 EQUITY INCENTIVE PLAN.
A
proposal to approve the Company’s 2020 Equity Incentive Plan was approved by
the following votes:
Votes
For
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Votes
Against
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Abstain
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Broker
Non-Votes
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26,212,145
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10,352,213
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642,601
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26,162,941
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3.
RATIFICATION OF APPOINTMENT OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE CURRENT
FISCAL YEAR.
A
proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the current
fiscal year was approved by the following votes:
Votes
For
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Votes
Against
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Abstain
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Broker
Non-Votes
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58,662,060
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3,181,708
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1,526,132
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0
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3.
AN ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION.
An
advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:
Votes
For
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Votes
Against
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Abstain
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Broker
Non-Votes
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31,943,842
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4,301,321
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961,796
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26,162,941
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Item
9.01 Exhibits.
(d)
Exhibits
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:
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May
20, 2020
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/s/
Richard A. Sneider
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Richard
A. Sneider
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Treasurer
and Chief Financial Officer
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(Principal
Financial and Accounting Officer)
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