View:
Mail Stop 3561
August 26, 2005
Colin M. Angle
iRobot Corporation
63 South Avenue
Burlington, Massachusetts 01803
Re: iRobot Corporation
Registration Statement on Form S-1
File No. 333-126907
Filed July 27, 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. The page numbers cited in our comments refer to the
courtesy copies of the registration statement.
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.
General
1. Please be advised that, prior to any distribution of
preliminary
prospectuses, you should include the price range, the size of the
offering, and all other required information in your amended
registration statement so that we may complete our review. Refer
to
Items 501(b)(2) and 501(b)(3) of Regulation S-K, Rule 430A of
Regulation C, and Release No. 33-6714.
2. Please refer to page i. Move the paragraph regarding the
company`s trademarks to another section of the prospectus. Please
refer to Item 502 of Regulation S-K for the information that may
appear on the inside front cover page.
3. We reference the last paragraph on page i. Please delete this
paragraph; defined terms for the company should be avoided. Also,
if
you make your disclosure clear from its context, you do not need
to
define these terms.
4. Please provide us with any graphics, pictures, or artwork that
will be used in the prospectus.
Prospectus Summary, page 1
5. Please provide support for the claims regarding the expected
growth in military and government demand for "automated and
unmanned
systems" and your various assertions about your company such as
"iRobot is a leading global provider of robots...." Provide us
with
copies of such support. If no support exists, then please
rephrase
the claims as statements of your beliefs and disclose the bases of
these beliefs.
6. To provide a more balanced picture of your company`s business,
please briefly discuss the challenges that the company faces as
well
as the negative aspects of your historical financial results. For
example, the summary should highlight the fact that the company
has
historically suffered net losses, incurred a significant deficit
since inception, and only recently generated net income. Consider
also highlighting the fact that the majority of your revenues is
generated from a single line of products, i.e., the Roomba robots.
7. Please refer to the fifth bullet-pointed paragraph of the "Our
Strategy" section. Please clarify the meaning of the phrase "an
ecosystem of third-parties." Revise the similar disclosure in the
Business section accordingly.
8. Please clarify the meaning of the phrases "reinvestment in
[your]
brand" and "reinvesting aggressively in [your] business and [your]
people." The revised disclosure should be written in clear and
concrete language, not marketing jargon. Revise the similar
discussion in the Business section accordingly.
Risk Factors, page 5
9. Currently, many of your risk factor captions are unduly vague
or
generic, such as "If we fail to enhance our brand..." on page 13,
and
do not discuss adequately the risk that follows. Other risk
factor
captions merely state a fact about you, such as "We depend on the
U.S. federal government for a significant portion of our revenues"
on
page 6. These are only examples. Revise throughout to identify
briefly in your captions the risks that result from the facts or
uncertainties. Potential investors should be able to read the
risk
factor captions and come away with an understanding of what the
risk
is and the result of the risk as it specifically applies to you.
As
a general rule, your revised captions should work only in this
document. If they are readily transferable to other companies`
documents, they are probably too generic.
10. Please describe the effects of the risks in a clearer and more
specific manner. For example, avoid use of generic language such
as
"adversely effect."
We operate in an emerging market..., page 5
11. The current risk factor is overly generic. Please revise to
discuss how the challenges identified in this section specifically
apply to the company and its business.
Our financial results often vary significantly..., page 5
12. Please describe the nature of the historical variations in
your
quarterly results. For example, if your business has historically
generated most of its revenues during a particular quarter, please
discuss this pattern. We note, for example, disclosure on page 11
that indicates most of your product sales occur during the second
half of the year.
Our contracts with the U.S. federal government..., page 7
13. The current risk factor appears to discuss different risks
relating to your contracts with the U.S. government. Please
discuss
each risk under a separate risk factor subheading.
We depend on single source manufacturers..., page 8
14. It appears that your business is substantially dependent upon
your arrangements with the contract manufacturers. Please file
all
material agreements with your contract manufacturers as exhibits
to
the registration statement. See Item 601(b)(10) of Regulation S-
K.
If you believe the filing of the agreements is not required,
please
provide a supporting analysis in your response letter. In the
appropriate section, please disclose the material terms of the
agreements, such as the termination and renewal provisions.
If the consumer robot market..., page 9
15. Please quantify the "substantial portion" of your revenues
derived from sales of consumer robots. Provide similar quantified
disclosure with respect to the "substantial portion" of your
revenues
derived from sales of robots to government customers, as discussed
in
the risk factor "Our business and results of operations...." on
page
9.
Our business and results of operations..., page 9
16. Please refer to the third bullet-pointed factor on page 10.
Describe in a clearer manner the "changes in political or social
attitudes with respect to security and defense issues."
We are subject to extensive U.S. federal government regulation...,
page 14
17. Please provide a brief description of the requirements of the
Foreign Corrupt Practices Act.
We may be unable to protect..., page 15
18. We note from page 7 that your contracts with the U.S.
government
may allow it to release technical data to third parties without
any
constraints. Please discuss in this risk factor the effect that
these contractual provisions may have on your ability to protect
your
technologies, products, and other intellectual property.
We may not be able to obtain capital..., page 16
19. The current disclosure is overly generic and could apply to
any
company. Please revise to discuss with more specificity the
reasons
why you may need additional capital and why such capital may not
be
available to the company. For example, relate your need for more
capital to any plans for new products, expansion, or other
anticipated funding requirements. Consider discussing the
difficulties for a relatively new company in a developing market
to
raise additional capital.
International uncertainties..., page 17
20. Please quantify the portion of your revenues derived from
operations outside the U.S. Identify the most significant foreign
markets where such operations are located. Also ensure that you
include the financial information about geographic areas required
by
Item 101(d) of Regulation S-K later in the document.
If we are unable to continue to obtain U.S. federal government...,
page 18
21. Please describe in greater detail the circumstances that would
require the company to obtain a license before exporting products.
For example, identify the products that would require an export
license. Also identify the "certain jurisdictions" for which any
shipments would require licenses or authorizations from the U.S.
government.
Use of Proceeds, page 23
22. Item 504 of Regulation S-K requires disclosure of the
principal
purposes for which the net proceeds from the offering are intended
to
be used and the approximate amount intended to be used for each
such
purpose. Your current disclosure is overly vague. Please revise
this section to provide more details regarding how the company
intends to use the offering`s proceeds.
Management`s Discussion and Analysis..., page 28
Overview, page 28
23. Please discuss the most significant business challenges that
management expects to encounter over the next year and beyond as
well
as the known trends, demands, or uncertainties that may affect the
company`s financial condition. For example, uncertainties about
the
progress of and Congressional support for the Future Combat
Systems
program should be discussed.
24. Please refer to the "Revenue" section on page 28. Please
explain
the bases of the following expectations:
a. "...increasing revenue from product maintenance and support
services;" and
b. "...revenue from funded research and development contracts
could
grow modestly on a dollar basis and represent a decreasing
percentage
of our revenue."
25. Your financial statements indicate you receive revenues from
royalties. Please describe the nature of the source of these
royalty
revenues. We note, for example, your disclosure on page 36
regarding
the discontinuation of sales of a "third-party product" and the
resulting decrease in royalty revenues. Appropriate disclosure of
the source of the royalty revenues should also be included in the
Business section.
26. In your overview section, please provide, discuss, and analyze
financial information covering periods through July 2, 2005 for
all
categories. For example, in your revenue overview, please update
or
disclose the percentage of income provided by funded research and
development contracts to total revenues for the fiscal period
ended
July 2, 2005, which you state were 13 percent of total revenues in
2004. Further, disclose and discuss the relative percentages
revenues provided by Roomba, Packbot and any other products to
total
product revenues, and in your cost of revenue discussion, disclose
the relative percentages of materials and labor costs to total
cost
of revenues.
27. To the extent practicable, provide quantified discussions of
any
expected increases in expenses mentioned throughout this section,
to
the extent known. For example, indicate whether you expect
research
and development expenses to increase in future periods and if so,
quantify the anticipated amount of the increase and address how
you
intend to pay for this increase in expenses. Similarly expand the
discussion of the various general and administrative expenses
mentioned on page 30.
Critical Accounting Policies and Estimates, page 30
28. We refer to your critical accounting estimate "Revenue
Recognition" on page 31. Please revise to provide more analysis
on
those critical estimate and assumption factors that affect the
estimated allowance for product returns and the estimated costs
and
gross profits on contracts. For example, address such factors as:
how
you arrived at the estimates, how accurate the
estimates/assumptions
have been in the past, how much the estimates/assumptions have
changed in the past, and whether the estimates/assumptions are
reasonably likely to change in the future. Provide context in the
form of sensitivity analysis and other quantitative disclosure to
allow the reader to understand how and why these policies are
critical to your future results of operations and financial
condition. Your analysis should discuss how sensitive your
estimates
and assumptions are based on other outcomes that are reasonably
likely to occur. Refer to section V of the Commission`s
Interpretive
Release on Management`s Discussion and Analysis of Financial
Condition and Results of Operation which is located on our website
at: http://www.sec.gov/rules/interp/33-8350.htm. If the impact of
estimates and assumptions is material to the financial condition
or
operating performance, you are required to present an analysis of
the
uncertainties involved in applying a principle at a given time or
the
variability that is reasonably likely to result from its
application
over time.
Overview of Results of Operations, page 33
29. In your discussion of revenues on page 34, you attribute the
change to several factors, without quantifying or indicating the
relevant weight of each factor. For example, you mention the
introduction of the second generation of Roomba robots, but you do
not quantify the volume and prices or indicate the relevant weight
of
each. Therefore, if material, provide a discussion of the
components
of revenue growth (e.g. volume, price, acquisitions, etc.) by
major
product category (Roomba, Packbot) and contract category (SUGV,
NEOMover, etc.) for all periods presented. Further, with respect
to
your explanations of gross profit, amend to:
* provide a separate discussion of cost of product revenue and
contract revenue;
* clearly disclose and quantify each material factor that
contributed
to the change in cost of revenues;
* provide insight into the underlying business drivers or
conditions
that contributed to these changes; and
* describe any known trends or uncertainties that have had or you
expect may reasonably have a material impact on your operations
and
if you believe that these trends are indicative of future
performance.
Please refer to Item 303 of Regulation S-K and the Commission`s
Interpretive Release on Management`s Discussion and Analysis of
Financial Condition and Results of Operation.
30. Please refer to the "Research and Development" section on page
35. Please clarify the meaning of the phrase "increased headcount
in
[your] consumer products research and development function."
Quantify the "majority" of your independent research and
development
expenses related to the development of the Roomba product line.
Quantify the research and development expenses incurred during
this
period for the development of the Scooba product line. Provide
similar disclosure for all presented periods, as applicable.
31. Please describe the factors contributing to the $2.5 million
increase in direct costs of the funded programs, as described in
the
last sentence. Provide similar disclosure for all presented
periods,
as applicable.
32. Please refer to the "Revenue" section on pages 36-37.
Quantify
the number of new stores added to your retail distribution network
and, as noted above, provide quantified disclosure regarding the
effect that the addition of these new stores had on the revenues
and
other financial results. Provide similar disclosure for all
presented periods, as applicable. In the appropriate section, you
should indicate whether management expects comparable future
growth
in the number of new stores selling your products.
Liquidity and Capital Resources, page 39
33. We believe that your discussion of liquidity and capital
resources does not provide a clear picture of your ability to
generate cash and meet existing and known or reasonably likely
short-
and long-term cash requirements. Refer to Item 303 of Regulation
S-K
as well as section IV of the Commission`s Interpretive Release on
Management`s Discussion and Analysis of Financial Condition and
Results of Operation which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm for guidance and
revise
accordingly.
34. We note that your business operates in two segments: consumer
business and government and industrial business. Please tell us
the
consideration given to disclosing in the liquidity section the
separate anticipated cash requirement of each segment as well as
the
amount of cash generated by each segment. Note our guidance
provided
in Release No. 33-8350 ("A company should consider whether, in
order
to make required disclosures, it is necessary to expand MD&A to
address the cash requirements of and the cash provided by its
reportable segments or other subdivisions of the business...").
Given the significant differences in the nature of your two
business
segments, please either revise to provide the suggested disclosure
or
provide an explanation as to why such disclosure is not necessary.
35. Your discussion of cash flows from operating, investing and
financing activities appears to be a mechanical recitation of your
cash flow statement. Revise to provide not only a "discussion"
but
also an "analysis" of historical information as well as known
trends,
demands, commitments, events or uncertainties that will result in
your liquidity increasing or decreasing in any material way.
Given
the significant changes in your cash flows in the past several
years,
you should also revise your discussion to provide insight into the
underlying internal and external business factors driving such
changes. In addition, revise your disclosures of capital
resources
in a similar fashion to provide the reader with a clear, cohesive
view of your liquidity and capital resource needs as seen through
the
eyes of management.
36. Please describe briefly the working capital line of credit`s
material covenants. Note that Release No. 33-8350 recommends
expanded disclosure of material covenants when they limit, or are
reasonably likely to limit, a company`s ability to undertake
financing to a material extent.
37. Please describe briefly the events that constitute events of
default under your credit agreement.
38. Please refer to your "Working Capital and Capital Expenditure
Needs" section on page 41. The current disclosure is overly vague
and generic. Detailed disclosure of the company`s future
liquidity
requirements should be provided, including quantified disclosure,
if
possible. Your liquidity section should discuss the cash
requirements for implementing your business strategy, as described
in
the prospectus (e.g., on page 2). For example, on page 2, you
indicate that the company will "continue to extend [its] consumer
and
military product offerings;" your liquidity section should provide
detailed (and quantified, if possible) disclosure regarding how
this
strategy will affect the company`s cash needs (e.g., the effect of
any increased research and development expenses). The impact of
any
planned expansion into foreign markets, which is suggested
throughout
the prospectus, should also be discussed in the context of your
liquidity needs. The liquidity section should indicate the source
of
funds for each anticipated cash need. Please refer to Release No.
33-8350 for additional guidance regarding the disclosure expected
in
the liquidity section.
39. Although we note that the company will have sufficient funds
to
meet its working capital and capital expenditures needs for "at
least
the next twelve months," please provide a discussion regarding the
company`s ability to meet its long-term liquidity needs. We
consider
"long-term" to be the period in excess of the next twelve months.
See Section III.C. of Release No. 33-6835 and footnote 43 of
Release
No. 33-8350. Clarify whether the company will have sufficient
cash
and other financial resources to fund operations and meet its
obligations beyond next twelve months; if so, then state the
length
of time for which the existing funds will be sufficient.
Business, page 43
40. Please refer to the third paragraph on page 43 ("Our
significant
expertise..."). Please disclose the basis for the "expected
growth"
in the robot-based products.
41. Please refer to the last sentence of the third paragraph on
page
43. Quantify the extent to which your research is government
funded.
42. Please refer to the third full paragraph on page 44 ("The need
for robots..."). In your response letter, please confirm, if
true,
that the third-party estimates regarding your markets are publicly
available and not prepared in connection with the registration
statement.
Technology
43. Please refer to the last paragraph on page 48 ("Robots
utilizing
this..."). Please explain briefly what the company means by
"modules."
Contract Research and Development Projects, page 52
44. Please explain briefly the differences between "cost-plus
arrangements" and "time and materials contracts."
45. Please describe the nature of the "certain rights" retained by
the U.S. government with respect to the military projects it
funds.
Strategic Alliances, page 53
46. We note that the strategic business agreement with Deere &
Company for the R-Gator project is not listed as an exhibit. In
your
response letter, please provide us with an analysis demonstrating
why
such agreement does not constitute a contract covered by Item
601(b)(10) of Regulation S-K. In addition, disclose how the "net
proceeds" will be "shared" between the two companies, as described
on
page 52. Describe each party`s intellectual property rights to
the
technologies developed as a result of this project. Quantify the
amount of the "minimum payments" (or the formula for calculating
such
payments) that Deere & Company is obligated to pay.
Sales and Distribution Channels, page 55
47. Please quantify the extent to which the consumer robots are
sold
through the retail store network as compared to sales through your
online store. Expand your disclosure of the plans to "selectively
grow" your retail network (e.g., indicate the geographic scope of
such growth, the rate of increase in the number of stores, etc.).
48. When you name specific customers, you should also provide
disclosure addressing their significance to you. Indicate the
percentage of your revenues the customers listed on page 55
represent
individually or in the aggregate.
Marketing and Brand, page 56
49. The exact nature of your marketing activities for your
consumer-
oriented and government-oriented products is unclear. Please
revise
to describe more clearly the marketing activities you have
undertaken. For example, we note information regarding the
"iRobot
Affiliate Marketing Program" on your website. Disclosure of this
program, if significant, should be included.
Research and Development, page 57
50. As required by Item 101(b)(1)(xi) of Regulation S-K, please
disclose, if material, the estimated amount spent during each of
the
last three fiscal years on company-sponsored research and
development
activities. If material, also disclose the estimated amount spent
during each of the last three fiscal years on customer-sponsored
research activities.
Intellectual Property, page 59
51. Disclose the duration of the patents held. See Item
101(c)(1)(iv) of Regulation S-K.
52. Please expand your disclosure of the past allegations of your
company`s infringement on patents or other intellectual property
owned by others. Identify the patent or intellectual property
subject to these allegations.
Government Product Backlog, page 61
53. Item 101(c)(1)(viii) of Regulation S-K requires disclosure of
the
dollar amount of the backlog orders as of a recent date and as of
a
comparable date in the preceding fiscal year. Provide the dollar
amount of backlog orders, if any, as of a date in the preceding
fiscal year comparable to July 2, 2005.
Board Composition, page 64
54. State the number of directors elected pursuant to the
stockholder
agreement. Identify these directors.
Employment, Severance, and Change in Control Arrangements, page 69
55. As required by Item 402(h) of Regulation S-K, please disclose
the
specific terms of the employment agreements with each of the
individuals identified in this section. Quantified disclosure
regarding the compensation and severance payments must be
provided.
Certain Relationships and Related Party Transactions, page 71
56. In your response letter, please confirm that the registration
statement will not cover the issuance of common shares upon
conversion of the various series of privately-sold convertible
preferred stock.
57. Please refer to page 72. Describe the nature of the
"consulting
services" provided by the spouse of Mr. Angle. Identify the
sibling
of Mr. Angle and describe the sibling`s position.
Principal and Selling Stockholders, page 73
58. Please refer to footnote (4) on page 74. Please disclose the
members of the "Special Committee" of First Albany Companies,
Inc.,
as this information does not appear to be available in its filings
with the Commission.
59. Please provide a brief discussion of how each selling
shareholder
received the shares offered for resale.
60. In your response letter, please tell us if any of the selling
shareholders are broker-dealers or affiliates of broker-dealers.
Shares Eligible for Future Sale, page 79
61. Please disclose the factors that will be used by the
underwriters
in determining whether to release the shares subject to the lock-
up
agreements. Indicate whether there is any current intention to
release those shares prior to the expiration of the lock-up
periods.
Underwriters, page 81
62. We note that your offering includes a directed share program.
In
your response letter, please confirm, if true, that your
underwriters
will administer the distribution of shares under this program.
63. In your response letter, please tell us the approximate number
of
potential participants in the directed share program. Please note
that if a large block of shares will be directed to one person or
entity, then you should identify this person or entity in the
Underwriters section. Please send us copies of all materials that
you plan to send to the potential participants. We may have
further
comments.
64. Describe the nature of the "business associates" and "other
persons" who will be able to participate in the program. Indicate
if
broker-dealers registered with the NASD will be able to
participate.
65. In your response letter, please describe the mechanics of how
and
when the reserved shares were, or will be, offered and sold to
investors in the directed share program. Indicate how the
underwriters will determine the actual number of shares each
participant will receive. In addition, discuss the procedures
that
participants must follow in order to purchase the offered shares,
including how and when the underwriter or the company receives any
communications or funds. Indicate at what point the participants
will be committed to purchasing the reserved shares.
Alternatively,
to the extent that our Division has reviewed your procedures,
please
confirm this and tell us if you have changed or revised your
procedures subsequent to our clearance.
Where You Can Find More Information, page 85
66. The new address for the Public Reference room is 100 F Street,
N.E., Washington, D.C. Please revise accordingly.
Consolidated Financial Statements
Note 2-Summary of Significant Accounting Policies
Revenue Recognition, page F-8
67. Tell us how you evaluate product sales through your
distribution
network in determining the amount of revenue to be recognized and
the
related accrual for estimated product returns. Describe the
significant terms of your distribution agreements, including the
right of return provisions. Describe for us how you consider
significant increases in or excess inventory levels in a
distribution
channel in determining the required accrual for returns or whether
revenue recognition is appropriate. Your response should include
a
discussion of how you are able to monitor purchases and the
related
sales to end users by your distributors in order to determine any
increase in or excess inventory levels. Also, refer to the
guidance
in SAB Topic 13A.4b.
68. Tell us why you believe and how you determined that
recognizing
revenue from U.S. consumer product sales on a "sell-in" basis is
more
appropriate than on a "sell-through" basis. Please refer to
appropriate accounting literature in your response.
69. We note that you use the percentage of completion method to
recognize revenue under your fixed price contracts. Please explain
to
us in more detail the nature of the services or products you
provide
under these contracts, including whether they have milestones or
other reliable measure of performance, and explain to us your GAAP
basis for recognizing the revenue in this manner. Moreover, tell
us
why it is not appropriate to utilize a straight line methodology.
70. We note in Note 13 on page F-20 that you received a letter
from a
UK Government agency attempting to terminate a contract for the
design, development, production and support of a number of man-
portable remote control vehicles for use in explosive ordnance
disposal operations. We also note that the customer demanded a
refund of all monies paid under the contract. In this regard, and
addressing SOP 81-1, explain to us in detail why you believe that
it
is appropriate for you to use the percentage of completion method
to
recognize revenue under these type of contracts. Also, tell us in
more detail of the reasons for the significant balance of the
"Provision for contract settlements" account balance shown on the
balance sheet on page F-3.
Note 8-Redeemable Convertible Preferred Stock, page F-15
71. Tell us and disclose the redemption features of all series of
redeemable convertible preferred stock.
Note 10-Stock Option Plan, page F-17
72. In the next amendment revise your stock option footnote to
disclose the following information for equity instruments granted
during the 12 months prior to the date of the most recent balance
sheet included in the registration statement:
* For each grant date, the number of options or shares granted,
the
exercise price, the fair value of the common stock, and the
intrinsic
value, if any per option (the number of options may be aggregated
by
month or quarter and the information presented as weighted average
per-share amounts).
* Whether the valuation used to determine the fair value of the
common stock was contemporaneous or retrospective.
* If the valuation specialist was a related party, a statement
indicating that fact.
In addition, please revise MD&A to disclose the following:
* A discussion of the significant factors, assumptions, and
methodologies used in determining fair value;
* A discussion of each significant factor contributing to the
difference between the fair value as of the date of each grant and
the estimated IPO price; and
* If management chose not to use a contemporaneous valuation by an
unrelated valuation specialist, disclose the reasons why.
Please note that we will defer our final evaluation of your
response
until you provide all the disclosures required by this comment 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
73. Please revise to provide the reconciliations required in
paragraph 32 of SFAS 131. Also revise to include information about
geographic area as required by paragraph 38. If not applicable,
please advise.
Recent Sales of Unregistered Securities, page II-3
74. We note from the exhibit index that the warrant issued to
Silicon
Valley Bank was dated January 30, 2003. Please provide disclosure
of
this transaction and any other sales of the company`s securities
within the past three years pursuant to Item 701 of Regulation S-
K.
Exhibits
75. Please file the legality opinion and other exhibits as soon as
possible. In particular, we may have comments on the opinion once
we
have had an opportunity to review it.
* * * * *
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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
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
August 26, 2005
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