e8vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 22, 2008
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
000-51598
|
|
77-0259335 |
|
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
8 Crosby Drive, Bedford, Massachusetts
|
|
01730 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (781) 430-3000
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
|
|
|
Item 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 22, 2008, iRobot Corporation (the Company) entered into an employment separation
agreement with Helen Greiner pursuant to which Ms. Greiner will resign as Chairman of the Board and
from her employment with the Company effective as of October 24, 2008. The employment separation
agreement, which supersedes the executive agreement between the Company and Ms. Greiner dated March
15, 2006, provides for the following, among other things: (i) separation pay equal to one years
base salary, (ii) health benefits coverage for up to four months, (iii) the opportunity to receive
a pro-rated bonus for fiscal 2008, (iv) annual cash and equity awards pursuant to the Companys
non-employee director compensation policy, (v) full acceleration of all of her currently
outstanding options to purchase Company stock, restricted stock awards and restricted stock units
if Ms. Greiner ceases to serve as a director of the Company and (vi) a general release by Ms.
Greiner, in each case in the manner specified in the employment separation agreement. Ms. Greiner
will continue to serve as a director of the Company.
|
|
|
Item 7.01 |
|
Regulation FD Disclosure. |
On October 22, 2008, the Company issued a press release, a copy of which is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished
and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934
(the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as expressly set forth by specific reference in such filing.
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
|
|
|
|
|
|
|
(d)
|
|
Exhibits:
|
|
|
|
|
|
|
|
|
|
|
|
99.1 |
|
Press Release issued by iRobot Corporation on October 22, 2008,
furnished herewith. |
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 hereunto duly authorized.
|
|
|
|
|
|
iRobot Corporation
|
|
October 22, 2008 |
By: |
/s/ Glen D. Weinstein
|
|
|
|
Name: |
Glen D. Weinstein |
|
|
|
Title: |
General Counsel and
Secretary |
|
|
EXHIBIT INDEX
|
|
|
Exhibit Number
|
|
Description |
|
|
|
99.1
|
|
Press Release issued by iRobot Corporation on October 22, 2008, furnished herewith. |
exv99w1
Exhibit 99.1
|
|
|
Contacts: |
|
|
Elise Caffrey
|
|
Nancy Smith |
Investor Relations
|
|
Media Relations |
iRobot Corp.
|
|
iRobot Corp. |
(781) 430-3003
|
|
(781) 430-3323 |
ecaffrey@irobot.com
|
|
nsmith@irobot.com |
COLIN ANGLE TO SUCCEED HELEN GREINER AS CHAIRMAN OF THE BOARD OF IROBOT
Greiner to Remain on Board of Directors
Bedford, Mass., October 22, 2008 iRobot Corp. (Nasdaq: IRBT) today announced that Helen Greiner
has resigned as chairman of the board of iRobot, effective October 24, 2008. The board of
directors has elected Colin Angle to serve as chairman of the board in addition to his current role
as chief executive officer of iRobot. Helen will continue to serve on iRobots board of directors
as a non-employee director while pursuing other interests and opportunities within the robot
industry.
Since co-founding iRobot in 1990, Helen has been an integral part of the company and played a
large role in our success, said Angle. We are fortunate
that she will maintain a position on our board of directors as she continues to drive the robot
industry forward.
I
will remain close to the company through my work on the board, said Greiner. I am excited about
where the robot industry is going and how I can help shape the future through individual endeavors,
work with the Robotics Technology Consortium, Massachusetts Robotics Cluster and the various boards
on which I serve.
Helens knowledge of
the robot industry is surpassed only by her passion for its growth. We
appreciate all of her hard work and dedication to iRobot and look forward to her continued
contribution as a member of the board, said The Honorable
Jacques Gansler, PhD, an iRobot board member.
Colin Angle was the boards unanimous choice in succeeding Helen.
About iRobot Corp.
iRobot designs and builds robots that make a difference. The companys home robots help people with
smarter ways to clean, and our government and industrial robots protect those in harms way.
iRobots consumer and military robots feature iRobot AWARE robot intelligence systems, proprietary
technology incorporating advanced concepts in navigation, mobility, manipulation and artificial
intelligence. For more information about iRobot, please visit www.irobot.com.
For iRobot Investors
Certain statements made in this press release that are not based on historical information are
forward-looking statements which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. This press release contains express or implied
iRobot Corporation
8 Crosby
Drive, Bedford, MA 01730 781.430.3000 Fax 781.430.3001 www.iRobot.com
forward-looking statements relating to, among other things,
iRobot Corp.s expectations
concerning managements plans. These statements are neither promises nor guarantees, but are
subject to a variety of risks and uncertainties, many of which are beyond our control, which could
cause actual results to differ materially from those contemplated in these forward-looking
statements. Existing and prospective investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
iRobot Corp. undertakes
no obligation to update or revise the information contained in this press release, whether as a
result of new information, future events or circumstances or otherwise. For additional disclosure
regarding these and other risks faced by iRobot Corp., see the disclosure contained in our
public filings with the Securities and Exchange Commission including, without limitation, our most
recent Annual Report on Form 10-K.
###
iRobot Corporation
8 Crosby
Drive, Bedford, MA 01730 781.430.3000 Fax 781.430.3001 www.iRobot.com