As filed with the Securities and Exchange Commission on February 25, 2008

Registration No. 333-______

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

iROBOT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

77-0259 335
(I.R.S. Employer Identification No.)

iRobot Corporation
63 South Avenue
Burlington, Massachusetts 01803
(Address of Principal Executive Offices) (Zip Code)

2005 Stock Option and Incentive Plan
(Full Title of the Plan)

Colin M. Angle
Chief Executive Officer
iRobot Corporation
63 South Avenue
Burlington, Massachusetts 01803
(Name and Address of Agent for Service)

(781) 345-0200
(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Mark T. Bettencourt, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000

 

 

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Amount

Maximum

Maximum

Amount of

Title of Each Class of Securities

To Be

Offering Price Per

Aggregate

Registration

To Be Registered

Registered(1)

Share(2)

Offering Price

Fee(3)

2005 Stock Option and Incentive Plan Common Stock, par value $0.01 per share (including rights to acquire Series A junior participating preferred stock pursuant to our rights plan)

1,102,272

$18.34

$20,215,668.48

$794.48

(1)

In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

(2)

The price of $18.34 per share, which is the average of the high and low price of the Common Stock of the Registrant as reported on the Nasdaq Global Market on February 22, 2008, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended, and has been used as these shares are without a fixed price.

(3)

Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended.

     This Registration Statement registers additional securities of the same class as other securities for which registration statement filed on Form S-8 (SEC File No. 333-129576) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-129576) is hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.

Exhibit No.		Description of Exhibit
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP
24.1		Power of Attorney (included as part of the signature page of this Registration Statement)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, Commonwealth of Massachusetts, on February 25, 2008.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of iRobot Corporation (the “Company”), hereby severally constitute and appoint Colin M. Angle, Helen Greiner, Geoffrey P. Clear and Alison Dean, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 25, 2008:

Signature		Title(s)
/s/ Helen Greiner   Helen Greiner		Chairman of the Board
/s/ Colin M. Angle   Colin M. Angle		Chief Executive Officer and Director (Principal Executive Officer)
/s/ Geoffrey P. Clear   Geoffrey P. Clear		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Alison Dean   Alison Dean		Vice President, Financial Controls & Analysis (Principal Accounting Officer)
/s/ Rodney A. Brooks   Rodney A. Brooks		Director
/s/ Ronald Chwang   Ronald Chwang		Director
/s/ Jacques S. Gansler   Jacques S. Gansler		Director
/s/ Andrea Geisser   Andrea Geisser		Director
/s/ Paul J. Kern   Paul J. Kern		Director
/s/ George C. McNamee   George C. McNamee		Director
/s/ Peter Meekin   Peter Meekin		Director

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP
24.1		Power of Attorney (included as part of the signature page of this Registration Statement)

Exhibit 5.1

February 25, 2008

iRobot Corporation
63 South Avenue
Burlington, Massachusetts 01803

Re:

Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,102,272 shares (the “Shares”) of Common Stock, $0.01 par value per share, of iRobot Corporation, a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2005 Stock Option and Incentive Plan (the “Plan”).

     We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

     The opinion expressed below is limited to the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).

     For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

     Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

     We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2008 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in iRobot Corporation’s Annual Report on Form 10-K for the year ended December 29, 2007.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 25, 2008