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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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2006
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.) | |
| 63 South Avenue, Burlington, Massachusetts | 01803 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 345-0200
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))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On May 8, 2006, based on the recommendation of the Nominating and Corporate Governance Committee of
iRobot Corporation (the “Company”), the Board of Directors of the Company elected
Gen. Paul J. Kern to its Board of Directors. Gen. Kern has not been elected to any committees of the
Company’s Board of Directors. In connection with his election to the Board of Directors,
Gen. Kern will be awarded a stock option grant under the Company’s 2005 Stock Option and Incentive Plan
to purchase 40,000 shares of the Company’s common stock in accordance with the Company’s previously
disclosed director compensation practices. There are no understandings or arrangements between
Gen. Kern and any other person pursuant to which Gen. Kern was elected as a director.
Information concerning the membership of the Board’s committees is publicly available on the
Company’s website at http://www.irobot.com under the tab “Investor Relations.” The Company intends
to disclose changes in the membership of the Board’s committees by posting this information on our
website and/or in our public filings with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On
May 10, 2006, the Company issued a press release announcing Gen. Kern’s appointment to the
Company’s Board of Directors. A copy of this press release is furnished as Exhibit 99.1 to this
report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c)
|
Exhibits: | |||||
| 99.1 | Press Release issued by the registrant on May 10, 2006, furnished herewith. | |||||
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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 |
||||
| May 10, 2006 | By: | /s/ Glen D. Weinstein | ||
| Glen D. Weinstein | ||||
| General Counsel and Secretary | ||||
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EXHIBIT INDEX
Exhibit Number
|
Description | |
99.1
|
Press Release issued by the registrant on May 10, 2006, furnished herewith. |
Exhibit
99.1
Contacts: Parna Sarkar iRobot Corp. (781) 418-3135 psarkar@irobot.com |
Elena Frigeri A&R Partners for iRobot Corp. (212) 905-6153 efrigeri@arpartners.com |
iRobot Appoints Gen. Paul J. Kern to Board of Directors
Kern Served as Commanding General, U.S. Army Materiel Command
BURLINGTON, Mass., May 10, 2006 — iRobot Corp. (NASDAQ: IRBT) today announced that Gen. Paul J.
Kern has been named to its board of directors. Kern spent more than 40 years in the U.S. Army and
retired in 2004 as a Commanding General, Army Materiel Command (AMC).
Kern was instrumental in the army’s drive to digitize and transform its warfighting capabilities.
He managed a staff of over 50,000 civilians and active military members, winning respect for his
efforts to direct supply chain improvements, maintain field readiness and modernize weapons systems
throughout the army while still controlling costs.
“Gen. Kern has been a standard bearer in the transformation of the U.S. military and set the course
for a modern, digital and networked army,” said Helen Greiner, co-founder and chairman, iRobot.
“His counsel will prove invaluable as we continue to design and develop robots for a wide range of
applications and markets.”
Prior to his command at AMC, Kern served as the military deputy to the Assistant Secretary of the
Army for Acquisition, Logistics and Technology. He was also the senior military advisor to the Army
Acquisition Executive, and the Army Chief of Staff on all research, development, and acquisition
programs and related issues.
“With iRobot’s impressive history and growth opportunity in robot technology, this is an exciting
time for me to join the iRobot board,” Kern said. “iRobot robots have proven to be real life-saving
tools in the hands of our troops, and this is only the beginning of what robots can do for the
military in the future.”
Currently more than 300 iRobot PackBot® Tactical Mobile Robots are deployed worldwide
and are extensively used to identify and dispose of Improvised Explosive Devices (IEDs). PackBot
robots have performed tens of thousands of missions in Iraq and Afghanistan and are credited with
saving scores of soldiers’ lives.
About iRobot Corp.
iRobot is a provider of robots that perform dull, dirty or dangerous missions in a better way. The company’s proprietary technology, iRobot AWARE Robot Intelligence Systems, incorporates advanced concepts in navigation, mobility, manipulation and artificial intelligence. This proprietary system enables iRobot to build behavior-based robots, including its family of
iRobot is a provider of robots that perform dull, dirty or dangerous missions in a better way. The company’s proprietary technology, iRobot AWARE Robot Intelligence Systems, incorporates advanced concepts in navigation, mobility, manipulation and artificial intelligence. This proprietary system enables iRobot to build behavior-based robots, including its family of
consumer and military robots. For additional 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 forward-looking statements relating to, among other things, iRobot Corporation’s expectations concerning product development and marketing plans, estimates of the size of the markets for its products, its business outlook and business momentum, market acceptance of its products and management’s plans, objectives and strategies. 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. In particular, the risks and uncertainties include, among other things: our ability to operate in an emerging market; our dependence on the U.S. federal government and government contracts; our ability to expand our product offering beyond our current markets; market acceptance of our products; and our ability to manage our rapid growth; changes in government policies or spending priorities; competition. 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 Corporation 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 Corporation, 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.
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 forward-looking statements relating to, among other things, iRobot Corporation’s expectations concerning product development and marketing plans, estimates of the size of the markets for its products, its business outlook and business momentum, market acceptance of its products and management’s plans, objectives and strategies. 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. In particular, the risks and uncertainties include, among other things: our ability to operate in an emerging market; our dependence on the U.S. federal government and government contracts; our ability to expand our product offering beyond our current markets; market acceptance of our products; and our ability to manage our rapid growth; changes in government policies or spending priorities; competition. 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 Corporation 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 Corporation, 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.