| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/08/2005 |
3. Issuer Name and Ticker or Trading Symbol
IROBOT CORP [ IRBT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 1,336,370(2) | (1) | I(2) | See Footnote(2) |
| Series C Preferred Stock | (1) | (1) | Common Stock | 400,909(3) | (1) | I(3) | See Footnote(3) |
| Series D Preferred Stock | (1) | (1) | Common Stock | 295,975(4) | (1) | I(4) | See Footnote(4) |
| Series E Preferred Stock | (1) | (1) | Common Stock | 407,726(5) | (1) | I(5) | See Footnote(5) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 162,719(6) | (1) | I(6) | See Footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The preferred stock is convertible at any time, at the holder's election, on a one-for-one basis and has no expiration date. |
| 2. See "Notes to Footnote 2" in Exhibit 99.2 |
| 3. See "Notes to Footnote 3" in Exhibit 99.2 |
| 4. See "Notes to Footnote 4" in Exhibit 99.2 |
| 5. See "Notes to Footnote 5" in Exhibit 99.2 |
| 6. See "Notes to Footnote 6" in Exhibit 99.2 |
| Remarks: |
| (See signatures included in Exhibit 99.1) | 11/08/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/08/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/08/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/08/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/08/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/08/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Geoffrey P. Clear, Glen D. Weinstein and Gerald C. Kent, Jr., and any one of them acting singly, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities (until revoked in writing) to execute for and on behalf of the undersigned, in any and all of the undersigned's capacities, any and all statements on Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by iRobot Corporation (the "Company") in accordance with Sections 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as the undersigned might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, this Power of Attorney has been signed as of November 7, 2005. Acer Technology Ventures Management, LLC Signature: /s/ Ronald Chwang Name: Ronald Chwang Title: CEO and Partner Acer Technology Ventures America, LLC Signature: /s/ Ronald Chwang Name: Ronald Chwang Title: CEO and Partner iD America 1, LLC Signature: /s/ Ronald Chwang Name: Ronald Chwang Title: CEO and Partner
Exhibit 99.1
JOINT FILER INFORMATION
This statement on Form 3 is
filed by Acer Technology Ventures Management, LLC, Acer Technology
Ventures America, LLC, iD America 1, LLC, Acer Technology Ventures Fund,
L.P., IP Fund One, L.P.,
and iD6 Fund, L.P. The principal business
address of each of the reporting persons is 5201 Great
America Parkway,
Suite 270, Santa Clara, California 95054. The reporting persons
disclaim
beneficial ownership of the shares listed herein except to the
extent of their pecuniary interest,
if any, and this report shall not be
deemed an admission that the reporting person is the
beneficial owner of
all of the reported shares for purposes of Section 16 or any other
purpose.
Designated
Filer:
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Acer Technology Ventures Management, LLC | |
Issuer and Ticker Symbol:
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iRobot Corporation (“IRBT”) | |
Date of Event
Requiring Statement:
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November 8, 2005 |
| ACER TECHNOLOGY VENTURES MANAGEMENT, LLC | ||||
By:
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/s/ Glen D. Weinstein | |||
Name:
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Glen D. Weinstein | |||
| Attorney-in-fact | ||||
| ACER TECHNOLOGY VENTURES AMERICA, LLC | ||||
By:
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/s/ Glen D. Weinstein | |||
Name:
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Glen D. Weinstein | |||
| Attorney-in-fact | ||||
| ID AMERICA 1, LLC | ||||
By:
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/s/ Glen D. Weinstein | |||
Name:
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Glen D. Weinstein | |||
| Attorney-in-fact | ||||
| ACER TECHNOLOGY VENTURES FUND, L.P. | ||||
By:
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Acer Technology Ventures Management, LLC, as General Partner |
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By:
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/s/ Glen D. Weinstein | |||
Name:
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Glen D. Weinstein | |||
| Attorney-in-fact | ||||
| IP FUND ONE, L.P. | ||||
By:
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Acer Technology Ventures America, LLC., | |||
| as General Partner | ||||
By:
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/s/ Glen D. Weinstein | |||
Name:
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Glen D. Weinstein | |||
| Attorney-in-fact | ||||
| ID6 FUND, L.P. | ||||
By:
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iD America 1, LLC, | |||
| as General Partner | ||||
By:
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/s/ Glen D. Weinstein | |||
Name:
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Glen D. Weinstein | |||
| Attorney-in-fact | ||||
Exhibit 99.2
Notes to Footnote 2:
The following table sets forth the
number of shares of Series A Preferred Stock held by the
reporting
persons. Consists of shares indirectly held by Acer Technology Ventures
Management, LLC
as general partner for Acer Technology Ventures Fund,
L.P. The reporting persons disclaim
beneficial ownership of such
securities except to the extent of their pecuniary interest, if any,
and
this report shall not be deemed an admission that the reporting person is
the beneficial owner
of all of the reported shares for purposes of
Section 16 or any other purpose.
| Shares of Series A Preferred Stock | ||||
| Holder | held Directly by the Holder | |||
Acer Technology Ventures Fund,
L.P. |
1,336,370 | |||
IP Fund One, L.P. |
— | |||
iD6 Fund, L.P. |
— | |||
Notes
to Footnote 3:
The following table sets forth the number of shares of
Series C Preferred Stock held by the
reporting persons. Consists of
shares indirectly held by Acer Technology Ventures Management, LLC
as
general partner for Acer Technology Ventures Fund, L.P. The reporting
persons disclaim
beneficial ownership of such securities except to the
extent of their pecuniary interest, if any,
and this report shall not be
deemed an admission that the reporting person is the beneficial owner
of
all of the reported shares for purposes of Section 16 or any other
purpose.
| Shares of Series C Preferred Stock | ||||
| Holder | held Directly by the Holder | |||
Acer
Technology Ventures Fund, L.P. |
400,909 | |||
IP Fund One, L.P. |
— | |||
iD6 Fund, L.P. |
— | |||
Notes
to Footnote 4:
The following table sets forth the number of shares of
Series D Preferred Stock held by the
reporting persons. Consists of
shares indirectly held by Acer Technology Ventures America, LLC as
general partner for IP Fund One, L.P. The reporting persons disclaim
beneficial ownership of such
securities except to the extent of their
pecuniary interest, if any, and this report shall not be
deemed an
admission that the reporting person is the beneficial owner of all of the
reported shares
for purposes of Section 16 or any other purpose.
| Shares of Series D Preferred Stock | ||||
| Holder | held Directly by the Holder | |||
Acer
Technology Ventures Fund, L.P. |
— | |||
IP Fund One, L.P. |
295,975 | |||
iD6 Fund, L.P. |
— | |||
Notes to Footnote 5:
The following table sets forth the number of shares of Series E
Preferred Stock held by the
reporting persons. Consists of shares
indirectly held by Acer Technology Ventures America, LLC as
general
partner for IP Fund One, L.P. The reporting persons disclaim beneficial
ownership of such
securities except to the extent of their pecuniary
interest, if any, and this report shall not be
deemed an admission that
the reporting person is the beneficial owner of all of the reported shares
for purposes of Section 16 or any other purpose.
| Shares of Series E Preferred Stock | ||||
| Holder | held Directly by the Holder | |||
Acer
Technology Ventures Fund, L.P. |
— | |||
IP Fund One, L.P. |
407,726 | |||
iD6 Fund, L.P. |
— | |||
Notes
to Footnote 6:
The following table sets forth the number of shares of
Series F Preferred Stock held by the
reporting persons. Consists of
shares indirectly held by Acer Technology Ventures America, LLC as
general partner for IP Fund One, L.P., and iD America 1, LLC as general
partner of iD6 Fund, L.P.
The reporting persons disclaim beneficial
ownership of such securities except to the extent of
their pecuniary
interest, if any, and this report shall not be deemed an admission that the
reporting person is the beneficial owner of all of the reported shares
for purposes of Section 16
or any other purpose.
| Shares of Series F Preferred Stock | ||||
| Holder | held Directly by the Holder | |||
Acer
Technology Ventures Fund, L.P. |
— | |||
IP Fund One, L.P. |
114,719 | |||
iD6 Fund, L.P. |
48,000 | |||