corresp
MORGAN STANLEY & CO. INCORPORATED
1585 BROADWAY
NEW YORK, NEW YORK 10036
November 4, 2005
VIA EDGAR AND FACSIMILE
Michele M. Anderson
Legal Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-3561
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RE: |
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iRobot Corporation
Registration Statement on Form S-1
File No. 333-126907 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the Securities
Act), the undersigned, as representatives of the several underwriters (the Underwriters), in
connection with the offering pursuant to the above-captioned Registration Statement, hereby join in
the request of iRobot Corporation that the effective date of the above-captioned Registration
Statement be accelerated so that such Registration Statement may become effective at 4:30 p.m.
Eastern Time on Tuesday, November 8, 2005, or as soon as practicable thereafter.
In connection with this acceleration request and pursuant to Rule 460 under the Securities
Act, please be advised that between October 24, 2005 and the November 3, 2005, copies of the
preliminary prospectus dated October 24, 2005 were distributed by us as follows:
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10,386 |
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sent to 5 Prospective Underwriters |
1,294 |
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sent to 1,294 Institutions |
5 |
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sent to 5 Securities Dealers |
195 |
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sent to 195 Individuals |
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15,880 |
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Total |
Securities and Exchange Commission
November 4, 2005
Page 2
The undersigned, as representatives of the several Underwriters, have and will, and each
Underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8
promulgated under the Securities Exchange Act of 1934, as amended.
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Very truly yours, |
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MORGAN STANLEY & CO. INCORPORATED |
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J.P. MORGAN SECURITIES INC. |
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FIRST ALBANY CAPITAL INC. |
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NEEDHAM & COMPANY, LLC |
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ADAMS HARKNESS, INC. |
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As Representatives of the Several Underwriters |
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By: MORGAN STANLEY & CO. INCORPORATED |
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By: /s/ John Tyree |
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Name:
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John Tyree |
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Title:
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Executive Director |