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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
 
 

 


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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.

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.   Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Ex-5.1 Opinion of Goodwin Procter LLP
Ex-23.2 Consent of PricewaterhouseCoopers LLP


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     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)

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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.
         
  iROBOT CORPORATION
 
 
  By:   /s/ Colin M. Angle    
    Colin M. Angle   
    Chief Executive Officer   
 
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

 


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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)

 

exv5w1
 

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.
         
  Very truly yours,
 
 
  /s/ Goodwin Procter LLP    
     
  GOODWIN PROCTER LLP   
 

exv23w2
 

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