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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 1, 2010
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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 Press Release issued by the registrant on February 3, 2010


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
           On February 1, 2010, based on the recommendation of the Nominating and Corporate Governance Committee of iRobot Corporation (the “Company”), the Board of Directors of the Company (the “Board”) elected Paul Sagan to the Board. To facilitate Mr. Sagan’s election, the Board increased the number of directors constituting the Board from nine to ten. Mr. Sagan has not been elected to any committees of the Board. In connection with his election to the Board, Mr. Sagan will be awarded a stock option grant under the Company’s 2005 Stock Option and Incentive Plan to purchase 40,000 shares of the Company’s common stock in accordance with the Company’s director compensation practices. There are no understandings or arrangements between Mr. Sagan and any other person pursuant to which Mr. Sagan was elected as a director.
          Information concerning the membership of the Board’s committees is publicly available on the Company’s website at http://www.irobot.com. The Company intends to disclose changes in the membership of the Board’s committees by posting this information on its website and/or in its public filings with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
          On February 3, 2010, the Company issued a press release announcing Mr. Sagan’s appointment to the Company’s Board of Directors. A copy of this 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 3, 2010, furnished herewith.

 


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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 3, 2010  By:   /s/ Glen D. Weinstein    
    Name:   Glen D. Weinstein   
    Title:   General Counsel and Secretary   

 


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EXHIBIT INDEX
     
Exhibit Number   Description
 
   
99.1
  Press Release issued by the registrant on February 3, 2010, furnished herewith.

 

exv99w1
Exhibit 99.1
(IROBOT LOGO)
     
Contacts:
Elise Caffrey
Investor Relations
iRobot Corp.
(781) 430-3003
ecaffrey@irobot.com
  Nancy Smith
Media Relations
iRobot Corp.
(781) 430-3323
nsmith@irobot.com
iRobot Names Akamai’s Paul Sagan to Board of Directors
Akamai’s CEO Brings Wealth of Technology and Business Experience
BEDFORD, Mass., Feb. 3, 2010 — iRobot Corp. (NASDAQ: IRBT), a leader in delivering robotic technology-based solutions, today announced the addition of Paul Sagan, chief executive officer of Akamai Technologies, Inc., to its board of directors.
Sagan, age 50, became Akamai’s chief executive officer in April 2005 and has served as its president since May 1999. Mr. Sagan became a member of Akamai’s board of directors in January 2005. Cambridge-based Akamai (NASDAQ: AKAM) is the leader in providing managed services for powering video, dynamic transactions and enterprise applications online.
From July 1997 to August 1998, Mr. Sagan was senior advisor to the World Economic Forum, a Geneva, Switzerland-based organization that provides a collaborative framework for leaders to address global issues. Previously, Mr. Sagan held senior executive positions at Time Warner Cable and Time Inc., affiliates of Time Warner Inc., and at CBS, Inc. Mr. Sagan also serves on the board of directors of EMC Corporation.
“Paul’s success as CEO of a fast-growing, industry-leading company, coupled with his extensive technology, consumer and global business expertise, make him an excellent addition to our board,” said Colin Angle, iRobot chairman and chief executive officer. “Given iRobot’s current market position and projected global growth, the time was right to enhance our board with additional technology industry talent and business leadership. We are fortunate to have him on our team and look forward to Paul’s contribution in the years ahead.”
“iRobot is the leader in practical robotic technology-based solutions and a pioneer in developing robots that enhance the lives of both consumers and soldiers,” said Sagan. “I feel privileged to join this exciting and dynamic team and look forward to working closely with Colin and the board during the next phase of iRobot’s growth.”
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
iRobot Corporation
8 Crosby Drive, Bedford, MA 01730-1402 781.430.3000 Fax 781.430.3001 www.irobot.com

 


 

(IROBOT LOGO)
technology incorporating advanced concepts in navigation, mobility, manipulation and artificial intelligence. For more information about iRobot, please visit 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