SEC Company Response from KOPIN CORP (KOPN) (CIK 0000771266) (KOPN) — Jan 5, 2011
KOPIN CORP (KOPN) (CIK 0000771266)
Date: Jan. 5, 2011 · CIK: 0000771266 · Accession: 0001193125-11-002068
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-19882
Referenced dates: December 17, 2010, December 22, 2010
Letter
VIA EDGAR AND FEDERAL EXPRESS Division of Corporation Finance Branch Chief Kopin Corporation Definitive Proxy Statement on Schedule 14A Filed March 17, 2010 File No. 000-19882
Dear Mr. Mancuso,
This letter is in response to comments received in the letter dated December 22, 2010 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John C.C. Fan, President and Chief Executive Officer and Chairman of the Board of Directors of Kopin Corporation (“we”, “our” or the “Company”). We have reviewed the Letter and our response is set forth below.
For ease of reference the comment contained in the Letter is printed below in italics and is followed by our response.
1. Please expand your response to prior comment 1 to explain how you calculated actual total compensation for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008. We note that the totals of the individuals compensation amounts on page 20 of your definitive proxy statement appear to be different than the amount of actual compensation you included in the table on page 2 of your response.
Response:
We note the Staff’s comment and respectfully submit that, after further review, the statement “…we noted that all individual compensation amounts were correctly reported in the Summary Compensation Table…” in our response to the Staff dated December 17, 2010 was incorrect. The amounts in the Salary column for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008 were not the proper salary amounts for those years. The amounts reported in the “Salary” column in our fiscal year 2009 proxy for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008 were their salaries for 2006 and 2007, respectively. We would also note that there were differences in the fiscal year 2007 “Other” column for Messrs Sneider, Tsaur, and Hill which represents the value of a life insurance premium not included in the fiscal year 2007 compensation amount. In our computation of the total compensation variance as described in our response dated December 17, 2010, we had properly identified all of the errors in the columns; however we incorrectly made the statement above. For reference, we have attached as Exhibit A to this response letter three tables setting forth (i) the actual amounts that should have been set forth in such table, (ii) the amounts as reported in our Named Executive Officer Summary Compensation Table in our fiscal year 2009 proxy statement, and (iii) the variance between each of (i) and (ii).
After determining the variances set forth in Exhibit A, we considered the potential impact to shareholders and other users of our financial statements and continue to believe that the variances do not require an amendment or additional disclosure with respect to the Named Executive Officer Summary Compensation Table. The variances in the Salary and Other columns are insignificant in comparison to the individual Salary column amounts and Total compensation amounts. As a result, we do not believe that a shareholder’s voting or investment decision would have been affected in any way because of the variances noted above. Further, we believe this position is supported by the fact that our fiscal year 2009 compensation amounts were properly reported in our fiscal year 2009 proxy statement and the fiscal year 2008 and 2007 total compensation variances for our Chief Executive Officer and Chief Financial Officer overstated their compensation.
While we do not believe any changes or amendments are required with respect to our fiscal year 2009 proxy statement, we do note that we will revise the Named Executive Officer Summary Compensation Table in all future filings to properly report the total of all compensation elements appearing in the table. We will also review our disclosure controls and procedures to assess what actions need to be taken to prevent future errors in our subsequent disclosures.
The Company hereby acknowledges the following:
•
the company is responsible for the adequacy and accuracy of the disclosure in the filings;
•
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
•
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We would appreciate the opportunity to discuss any remaining questions or concerns with you at your convenience. If you have any further questions, please contact the undersigned at 508.824.6696.
Very truly yours,
/s/ Richard A. Sneider
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CORRESP 1 filename1.htm Correspondence January 5, 2011 VIA EDGAR AND FEDERAL EXPRESS Russell Mancuso Division of Corporation Finance Branch Chief Securities & Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Kopin Corporation Definitive Proxy Statement on Schedule 14A Filed March 17, 2010 File No. 000-19882 Dear Mr. Mancuso, This letter is in response to comments received in the letter dated December 22, 2010 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John C.C. Fan, President and Chief Executive Officer and Chairman of the Board of Directors of Kopin Corporation (“we”, “our” or the “Company”). We have reviewed the Letter and our response is set forth below. For ease of reference the comment contained in the Letter is printed below in italics and is followed by our response. 1. Please expand your response to prior comment 1 to explain how you calculated actual total compensation for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008. We note that the totals of the individuals compensation amounts on page 20 of your definitive proxy statement appear to be different than the amount of actual compensation you included in the table on page 2 of your response. Response: We note the Staff’s comment and respectfully submit that, after further review, the statement “…we noted that all individual compensation amounts were correctly reported in the Summary Compensation Table…” in our response to the Staff dated December 17, 2010 was incorrect. The amounts in the Salary column for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008 were not the proper salary amounts for those years. The amounts reported in the “Salary” column in our fiscal year 2009 proxy for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008 were their salaries for 2006 and 2007, respectively. We would also note that there were differences in the fiscal year 2007 “Other” column for Messrs Sneider, Tsaur, and Hill which represents the value of a life insurance premium not included in the fiscal year 2007 compensation amount. In our computation of the total compensation variance as described in our response dated December 17, 2010, we had properly identified all of the errors in the columns; however we incorrectly made the statement above. For reference, we have attached as Exhibit A to this response letter three tables setting forth (i) the actual amounts that should have been set forth in such table, (ii) the amounts as reported in our Named Executive Officer Summary Compensation Table in our fiscal year 2009 proxy statement, and (iii) the variance between each of (i) and (ii). After determining the variances set forth in Exhibit A, we considered the potential impact to shareholders and other users of our financial statements and continue to believe that the variances do not require an amendment or additional disclosure with respect to the Named Executive Officer Summary Compensation Table. The variances in the Salary and Other columns are insignificant in comparison to the individual Salary column amounts and Total compensation amounts. As a result, we do not believe that a shareholder’s voting or investment decision would have been affected in any way because of the variances noted above. Further, we believe this position is supported by the fact that our fiscal year 2009 compensation amounts were properly reported in our fiscal year 2009 proxy statement and the fiscal year 2008 and 2007 total compensation variances for our Chief Executive Officer and Chief Financial Officer overstated their compensation. While we do not believe any changes or amendments are required with respect to our fiscal year 2009 proxy statement, we do note that we will revise the Named Executive Officer Summary Compensation Table in all future filings to properly report the total of all compensation elements appearing in the table. We will also review our disclosure controls and procedures to assess what actions need to be taken to prevent future errors in our subsequent disclosures. The Company hereby acknowledges the following: • the company is responsible for the adequacy and accuracy of the disclosure in the filings; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We would appreciate the opportunity to discuss any remaining questions or concerns with you at your convenience. If you have any further questions, please contact the undersigned at 508.824.6696. Very truly yours, /s/ Richard A. Sneider Richard A. Sneider Chief Financial Officer Cc: Aslynn Hogue, U.S. Securities and Exchange Commission John, J. Concannon, Bingham McCutchen LLP Exhibit A Correct (Actual) Named Executive Officer Summary Compensation Table Name and Principle Position Year Salary ($) Bonus ($) Restricted Stock Awards ($)(1) Option Awards ($)(1) Non-equity Incentive Plan Compensation ($)(2) Change in Pension Value and Non-Qualified Deferred Compensation ($)(3) All Other Compensation ($)(4) Total John C.C. Fan President, Chief Executive Officer, Chairman of the board 2009 $ 495,000 — $ 1,807,296 — $ 29,567 — $ 4,935 $ 2,336,798 2008 $ 495,000 — $ 344,008 — $ 70,403 — $ 4,875 $ 914,286 2007 $ 495,000 — $ 800,908 — $ 100,000 — $ 4,175 $ 1,400,083 Richard A. Sneider Treasurer and Chief Financial Officer 2009 $ 300,000 — $ 305,934 — $ 12,178 — $ 4,575 $ 622,687 2008 $ 300,000 — $ 53,136 — $ 25,010 — $ 4,350 $ 382,496 2007 $ 300,000 — $ 132,048 — $ 25,000 — $ 4,175 $ 461,223 Boryeu Tsaur Executive Vice President—Display Operations 2009 $ 325,000 — $ 199,746 — $ 5,428 — $ 4,650 $ 534,824 2008 $ 325,000 — $ 23,685 — $ 53,618 — $ 4,350 $ 406,653 2007 $ 325,000 — $ 379,381 — $ 25,000 — $ 4,075 $ 733,456 Daily S. Hill Vice President—Government Programs and Special Projects 2009 $ 270,000 — $ 149,507 — $ 17,394 — $ 4,260 $ 441,161 2008 $ 270,000 — $ 75,896 — $ 0 — $ 4,260 $ 350,156 2007 $ 265,000 — $ 195,000 — $ 25,000 — $ 3,975 $ 488,975 Michael Presz Vice President of Government Programs 2009 $ 225,000 — $ 191,329 — $ 5,324 — $ 4,350 $ 426,003 2008 $ 225,000 — $ 23,232 — $ 41,789 — $ 4,125 $ 294,146 2007 $ 210,000 — $ 114,505 — $ 25,000 — $ 3,975 $ 353,480 Reported Named Executive Officer Summary Compensation Table Name and Principle Position Year Salary ($) Bonus ($) Restricted Stock Awards ($)(1) Option Awards ($)(1) Non-equity Incentive Plan Compensation ($)(2) Change in Pension Value and Non-Qualified Deferred Compensation ($)(3) All Other Compensation ($)(4) Total John C.C. Fan President, Chief Executive Officer, Chairman of the board 2009 $ 495,000 — $ 1,807,296 — $ 29,567 — $ 4,935 $ 2,336,797 2008 $ 495,000 — $ 344,008 — $ 70,403 — $ 4,875 $ 1,333,858 2007 $ 495,000 — $ 800,908 — $ 100,000 — $ 4,175 $ 1,578,190 Richard A. Sneider Treasurer and Chief Financial Officer 2009 $ 300,000 — $ 305,934 — $ 12,178 — $ 4,575 $ 622,687 2008 $ 300,000 — $ 53,136 — $ 25,010 — $ 4,350 $ 473,608 2007 $ 280,000 — $ 132,048 — $ 25,000 — $ 3,300 $ 500,862 Boryeu Tsaur Executive Vice President—Display Operations 2009 $ 325,000 — $ 199,746 — $ 5,428 — $ 4,650 $ 534,824 2008 $ 325,000 — $ 23,685 — $ 53,618 — $ 4,350 $ 515,708 2007 $ 310,000 — $ 379,381 — $ 25,000 — $ 3,300 $ 531,865 Daily S. Hill Vice President—Government Programs and Special Projects 2009 $ 270,000 — $ 149,507 — $ 17,394 — $ 4,260 $ 441,161 2008 $ 265,000 — $ 75,896 — $ 0 — $ 4,260 $ 386,778 2007 $ 240,000 — $ 195,000 — $ 25,000 — $ 3,300 $ 376,728 Michael Presz Vice President of Government Programs 2009 $ 225,000 — $ 191,329 — $ 5,324 — $ 4,350 $ 426,003 2008 $ 225,000 — $ 23,232 — $ 41,789 — $ 4,125 $ 294,146 2007 $ 210,000 — $ 114,505 — $ 25,000 — $ 3,975 $ 353,480 Variances in Named Executive Officer Summary Compensation Table A positive amount in the “Total Variance” column below represents the amount by which the total reported exceeded the actual total, and a negative (bracketed) amount represents the amount by which the total reported was less than the actual total. (Understated)/Overstated actual compensation Name and Principle Position Year Salary ($) Bonus ($) Restricted Stock Awards ($) Option Awards ($) Non-equity Incentive Plan Compensation ($) Change in Pension Value and Non-Qualified Deferred Compensation ($) All Other Compensation ($)(1) Total Variance John C.C. Fan President, Chief Executive Officer, Chairman of the board 2009 — — — — — — — $ 1 2008 — — — — — — — 419,572 2007 — — — — — — — 178,107 Richard A. Sneider Treasurer and Chief Financial Officer 2009 — — — — — — — — 2008 — — — — — — — $ 91,112 2007 $ (20,000 ) — — — — — $ (875 ) 39,639 Boryeu Tsaur Executive Vice President—Display Operations 2009 — — — — — — — — 2008 — — — — — — — $ 109,055 2007 $ (15,000 ) — — — — — $ (775 ) (201,591 ) Daily S. Hill Vice President—Government Programs and Special Projects 2009 — — — — — — — — 2008 $ (5,000 ) — — — — — — $ 36,622 2007 (25,000 ) — — — — — $ (675 ) (112,247 ) Michael Presz Vice President of Government Programs 2009 — — — — — — — — 2008 — — — — — — — — 2007 — — — — — — — — (1) Value of life insurance premium