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)) |
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. 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. |