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Mail Stop 3561
September 23, 2005
Colin M. Angle
iRobot Corporation
63 South Avenue
Burlington, Massachusetts 01803
Re: iRobot Corporation
Amendment No. 1 to Form S-1
File No. 333-126907
Filed September 12, 2005
Dear Mr. Angle:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments. Please note that the page numbers mentioned in our
comments refer to those used in the marked courtesy copies of the
amendment.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
1. We note the artwork that will be used in the prospectus. We
further note the numerous quoted statements from certain users of
your products. In your response letter, please explain why
consents
from the quoted individuals are not required. Refer to Rule 436
of
Regulation C. Alternatively, file the consents of the quoted
individuals. In addition, please remove any statements that may
constitute inappropriate hyping language, such as "Roomba is
awesome."
2. In your response letter, please clarify whether the current
Form
S-1 is intended to register the series A-1 junior participating
cumulative preferred stock underlying the rights granted under the
shareholder rights agreement. If not, confirm your understanding
of
our position that you must register the underlying securities
before
the rights are exercisable and the registration statement must be
effective before securities are issued pursuant to the exercise of
the rights.
Prospectus Summary, page 1
3. Revise the first bullet under "Risks Associated with our
Business"
to quantify your historical net losses and accumulated deficit.
Risk Factors, page 6
4. Please revise the subheadings for the risk factors "Our
directors
and management exercise significant control over our company" and
"We
do not currently intend to pay dividends on our common stock" so
that
they better describe the risks discussed.
We depend on single source manufacturers..., page 9
5. Disclose that you do not have any long-term contracts with
Jetta
Company Limited and that its manufacturing services are contracted
for on a purchase order basis, as indicated in your response to
prior
comment 14. Also revise to address any risks resulting from this
arrangement between you and Jetta Company Limited.
If we fail to protect, or incur significant costs in defending,
our
intellectual property..., page 16
6. Please revise to indicate that the company is currently aware
of
possible infringement by competitors on its intellectual property
and
has taken legal action against these competitors. We note from
the
May 10, 2005 PC World article that the company has taken legal
action
against Koolatron. Your revised discussion should better describe
the extent of any current infringement on the company`s
intellectual
property.
Management`s Discussion and Analysis, page 30
Comparison of Years Ended December 31, 2004 and 2004
7. As previously requested by prior comment 32 of our August 26,
2005
letter, please provide quantified disclosure regarding the impact
that the addition of new retailers had on you revenues. Readers
should understand how much of the increase in revenues that
occurred
during this period can be attributed to the addition of new
retailers. In addition, you should state the precise number of
new
retailers added during these historical periods. Apply similar
revisions to all relevant historical periods, as applicable.
Working Capital Facility, page 45
8. Briefly describe the "certain quarterly tangible net worth
thresholds" that you must maintain under the terms of the working
capital facility.
Working Capital and Capital Expenditure Needs, page 46
9. We note your response to prior comment 38 of our August 26,
2005
letter. Disclose that the company does not have "detailed cash
forecasts" for beyond December 31, 2005. Explain the basis of the
company`s belief that it has sufficient liquidity for "at least
the
next twelve months" and "the foreseeable future," despite the lack
of
cash forecasts. Readers should be informed of the degree of
uncertainty in the company`s current assessment of its future cash
needs and the possible consequences resulting from this
uncertainty.
Government Product Backlog, page 66
10. We note your response to prior comment 53 of our August 26,
2005
letter. Please disclose in the registration statement that you do
not have information regarding the backlog orders for a comparable
date within the past fiscal year. Also explain why such
information
was not kept in the past.
Shares Eligible for Future Sale, page 85
11. We note your response to prior comment 61 of our August 26,
2005
letter. Please disclose in the registration statement the
following
information:
* there are no pre-established conditions for waiving the lock-up
agreements` terms and that the underwriters will make any
determination to release the shares on a case-by-case basis;
* the underwriters have sole discretion in determining if, and
when,
the lock-up agreements` terms are waived; and
* the company currently does not expect any waiver.
Financial Statements
Note 2-Summary of Significant Accounting Policies
Revenue Recognition, page F-8
12. We note your response to prior comment 68. Regarding your
statistical analysis labeled "Appendix I - Cumulative Return % for
Total Sales as of 2/28/04," please provide us with updated
statistical information for cumulative returns as a percentage of
total sales, including for the period ending July 2, 2005.
Note 10-Stock Option Plan, page F-17
13. We reissue prior comment 72. Please revise your next
amendment
and comply with the disclosures outlined in our comment. For
instance, we believe you do need to include the table as shown in
your September 12, 2005 letter, and we also believe that your MD&A
should fully discuss the significant factors, assumptions, and
methodologies used in determining fair value and the reasons why
management did not use a contemporaneous valuation by an unrelated
specialist. Please note again that we will defer our final
evaluation of your response until you provide all disclosures
required in your registration statement. In this regard, we note
that your Form S-1 does not include the estimated price range for
the
initial public offering.
Note 16-Business Segment Information, page F-22
14. We reissue prior comment 73. Please note that paragraph 32(b)
of
SFAS 131 requires that you shall provide reconciliation between
"the
total of the reportable segments` measures of profit and loss,"
which, in your case, would be gross profit or loss, "to the
enterprise`s consolidated income or loss before income taxes,
extraordinary items, discontinued operations, and the cumulative
effect of changes in accounting principles." Please revise or
advise.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Joseph Cascarano at (202) 551-3376 or Robert
Littlepage at (202) 551-3361 if you have questions regarding
comments
on the financial statements and related matters. Please contact
Ted
Yu at (202) 551-3372 or me at (202) 551-3810 with any other
questions.
Sincerely,
Michele M. Anderson
Legal Branch Chief
cc: Edward A. King, Esq.
Goodwin Proctor LLP
Via Facsimile: (617) 523-1231
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Mr. Colin M. Angle
iRobot Corporation
September 23, 2005
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