SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 27, 2012
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-51598 | 77-0259335 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 8 Crosby Drive, Bedford, Massachusetts | 01730 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 430-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As part of a strategic realignment by iRobot Corporation (the “Company”), effective February 27, 2012, the Company implemented the following management changes:
Jeffrey A. Beck, formerly the Company’s President, Home Robots division, was appointed as Chief Operating Officer. Mr. Beck, 48, served as the Company’s President, Home Robots division from April 2009 to February 2012. Prior to joining the Company, Mr. Beck served at AMETEK Corporation as senior vice president and general manager, Aerospace & Defense from 2008 to 2009 and as vice president & general manager, Power Systems and Instruments Division from 2004 to 2008. From 1996 to 2004, Mr. Beck served in a number of positions at Danaher Corporation, including president, Danaher Precision Systems Division and vice president of sales, Kollmorgen I&C Division. Mr. Beck holds a B.S. in Mechanical Engineering from the New Jersey Institute of Technology and an M.B.A. from Boston University.
Joseph W. Dyer, formerly the Company’s Chief Operating Officer, was appointed as Chief Strategy Officer. Mr. Dyer, 64, served as the Company’s Chief Operating Officer from August 2010 to February 2012, President of its Government and Industrial Robots division from July 2006 until August 2010, and Executive Vice President and General Manager of its Government and Industrial Robots division from September 2003 until July 2006. Prior to joining the Company, Mr. Dyer served for 32 years in the U.S. Navy. From July 2000 until July 2003, he served as Vice Admiral commanding the Naval Air Systems Command at which he was responsible for research and development, procurement and in-service support for naval aircraft, weapons and sensors. He is an elected fellow in the Society of Experimental Test Pilots and the National Academy of Public Administration. He also chairs NASA’s Aerospace Safety Advisory Panel. Mr. Dyer holds a B.S. in Chemical Engineering from North Carolina State University and an M.S. in Finance from the Naval Postgraduate School, Monterey, California.
John J. Leahy, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, was appointed as the Company’s Principal Accounting Officer in addition to his current positions, taking over this responsibility from Alison Dean. Mr. Leahy, 53, has served as the Company’s Executive Vice President, Chief Financial Officer and Treasurer since June 2008. From August 2007 to September 2007, Mr. Leahy served as executive vice president, chief financial officer, principal financial/accounting officer and assistant treasurer of The Hanover Insurance Group, Inc. From 1999 to 2007, Mr. Leahy served as executive vice president and chief financial officer of Keane, Inc., and served as interim president and chief executive officer from May 2006 to January 2007. From 1982 to 1999, Mr. Leahy served in a number of financial positions for Pepsico, Inc. He received a B.S. in Finance from Merrimack College and an M.B.A. from Boston College.
Alison Dean, formerly Principal Accounting Officer, remains an officer and continues to serve as the Company’s Senior Vice President, Corporate Finance. Ms. Dean will be assuming broader duties with the focus on business and operational financial support across the Company.
| Item 7.01 | Regulation FD Disclosure. |
On February 28, 2012, iRobot Corporation issued a press release announcing a strategic realignment of its business. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
99.1 Press Release issued by the registrant on February 28, 2012, furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| iRobot Corporation | ||||||
| February 29, 2012 | By: | /s/ Glen D. Weinstein | ||||
| Name: | Glen D. Weinstein | |||||
| Title: | General Counsel and Secretary | |||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by the registrant on February 28, 2012, furnished herewith. | |
Exhibit 99.1
| Contacts: |
||
| Elise Caffrey |
Matthew Lloyd | |
| Investor Relations |
Media Relations | |
| iRobot Corp. |
iRobot Corp. | |
| (781) 430-3003 |
(781) 430-3720 | |
| ecaffrey@irobot.com |
mlloyd@irobot.com |
iRobot Aligns for the Next Stage of Innovation and Growth
Home Robots President, Jeffrey Beck Named Chief Operating Officer;
Joseph Dyer Named Chief Strategy Officer
BEDFORD, Mass., Feb. 28, 2012 – iRobot Corp. (NASDAQ: IRBT), a leader in developing robotic technology-based solutions, today announced a strategic realignment of the company into three newly formed business units focused on home robots, military robots and emerging technologies. Led by Jeffrey Beck as chief operating officer (COO), the three business units will advance iRobot’s long-term growth strategy as a technology leader in remote presence and automated home maintenance solutions. Joe Dyer, who most recently held the position of COO, has been named chief strategy officer (CSO). As CSO, Dyer will lead strategic business development, mergers and acquisitions, research and advanced technology development.
“We have come to a point where iRobot must align the company’s organizational structure with our longer-term strategy as a technology leader focused on a core competency of creating robot-enabled solutions for a wide range of real-world problems,” said Colin Angle, chairman and chief executive officer of iRobot. “The use of iRobot platforms and technologies outside of the home and military markets has grown to a point where developing new products in the existing business structure limited our potential for growth. The new structure allows us to build market-facing business units around new opportunities and energize rapid product development.”
Beck has served as president of the iRobot’s Home Robots division for the last three years. Under his leadership, home robot revenue grew 75 percent and gross margins increased 13 percentage points, all while dramatically improving the division’s profitability, brand recognition and geographic diversity. In 2011, the Home Robots division accomplished numerous notable milestones, including the launch of two new consumer robots, the Roomba® 700 series and the Scooba® 230 floor washing robot, and the introduction of the iRobot Ava™ mobile robotics platform. Prior to joining the company, Beck served as senior vice president and general manager of AMETEK Corporation’s Aerospace & Defense Division and vice president and general manager of AMETEK’s Power Systems and Instruments Division.
“Jeff has made significant and meaningful contributions to iRobot, driving profitable growth strategies across the business, expanding new product distribution domestically and internationally and improving business processes,” Angle continued. “As COO for the three newly formed business units and the consolidated engineering team, I am confident he will increase innovation and drive profitability across the business.”
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730-1402 • 781.430.3000 • Fax 781.430.3001 • www.irobot.com
As CSO, Joe Dyer will be responsible for keeping iRobot on the cutting edge of technology innovation, identifying new applications for iRobot technology and accelerating the product development process. Dyer and Jeff Beck will report directly to Colin Angle.
“The robotics industry is evolving rapidly. A new era of opportunity is emerging through the combination of mobile technology development, cloud computing and advances in robot navigation,” Angle continued. “By leveraging these advancements, robotics will play an increasingly important role in multiple vertical industries.”
Following is additional detail about the three newly formed business units:
| • | Home Robots Business Unit |
To date, iRobot has sold more than 7.5 million home robots worldwide, revolutionizing the way people clean both inside and outside the home. Marc Dinee has been named general manager of the Home Robots business unit. Dinee has been with iRobot for two years, most recently as vice president of sales and marketing for EMEA and APAC, regions where the company has experienced significant growth.
| • | Military Robots Business Unit |
More than 4,500 combat-proven military robots have been delivered to military and civil defense forces worldwide, performing thousands of dangerous search, reconnaissance and bomb-disposal missions while protecting those in harm’s way. Tim Trainer will serve as interim general manager of the Military Robots business unit. Trainer has been with iRobot for three years, serving most recently as vice president of operations for the Government and Industrial Robots division, where he was responsible for all manufacturing, contracting and program management.
| • | Emerging Technologies Business Unit |
iRobot Ava is a breakthrough mobile robotics platform developed to help robot designers, application developers and market innovation specialists expedite the pursuit of practical, affordable mobile robotic solutions. New market opportunities for iRobot Ava in industries including healthcare, retail and security present unique opportunities. To this point, the company recently announced a $6 million investment and expanded partnership with InTouch Health, a leading remote presence telemedicine solution provider. Existing leadership will be responsible for these industry pursuits until a unit leader is appointed.
About iRobot Corp.
iRobot designs and builds robots that make a difference. The company’s home robots help people find smarter ways to clean, and its government and industrial robots protect those in harm’s way. iRobot’s consumer and military robots feature iRobot Aware® robot intelligence systems, proprietary technology incorporating advanced concepts in navigation, mobility, manipulation and artificial intelligence. For more information about iRobot, please visit www.irobot.com.
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730-1402 • 781.430.3000 • Fax 781.430.3001 • www.irobot.com
For iRobot Investors
Certain statements made in this press release that are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This press release contains express or implied forward-looking statements relating to, among other things, iRobot Corp.’s expectations concerning management’s plans, objectives and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. iRobot Corp. undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise. For additional disclosure regarding these and other risks faced by iRobot Corp., see the disclosure contained in our public filings with the Securities and Exchange Commission including, without limitation, our most recent Annual Report on Form 10-K.
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730-1402 • 781.430.3000 • Fax 781.430.3001 • www.irobot.com