e8vk
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)
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000-51598
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77-0259335 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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8 Crosby Drive, Bedford, Massachusetts
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01730 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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. Sagans 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 Companys 2005 Stock Option and Incentive Plan to purchase 40,000 shares of the
Companys common stock in accordance with the Companys 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 Boards committees is publicly available on the
Companys website at http://www.irobot.com. The Company intends to disclose changes in the
membership of the Boards 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. Sagans appointment
to the Companys 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:
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99.1 |
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Press Release issued by the registrant on February 3, 2010,
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.
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iRobot Corporation
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February 3, 2010 |
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/s/ Glen D. Weinstein
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Name: |
Glen D. Weinstein |
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Title: |
General Counsel and
Secretary |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1
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Press Release issued by the
registrant on February 3, 2010, furnished herewith. |
exv99w1
Exhibit 99.1
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Contacts:
Elise Caffrey
Investor Relations
iRobot Corp.
(781) 430-3003
ecaffrey@irobot.com
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Nancy Smith
Media Relations
iRobot Corp.
(781) 430-3323
nsmith@irobot.com |
iRobot Names Akamais Paul Sagan to Board of Directors
Akamais 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 Akamais chief executive officer in April 2005 and has served as its
president since May 1999. Mr. Sagan became a member of Akamais 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.
Pauls 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 iRobots 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 Pauls 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 iRobots growth.
About iRobot Corp.
iRobot designs and builds robots that make a difference. The companys home robots help people find
smarter ways to clean, and its government and industrial robots protect those in harms way.
iRobots 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
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
managements 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