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): October 22, 2008
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) |
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
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 22, 2008, iRobot Corporation (the “Company”) entered into an employment separation
agreement with Helen Greiner pursuant to which Ms. Greiner will resign as Chairman of the Board and
from her employment with the Company effective as of October 24, 2008. The employment separation
agreement, which supersedes the executive agreement between the Company and Ms. Greiner dated March
15, 2006, provides for the following, among other things: (i) separation pay equal to one year’s
base salary, (ii) health benefits coverage for up to four months, (iii) the opportunity to receive
a pro-rated bonus for fiscal 2008, (iv) annual cash and equity awards pursuant to the Company’s
non-employee director compensation policy, (v) full acceleration of all of her currently
outstanding options to purchase Company stock, restricted stock awards and restricted stock units
if Ms. Greiner ceases to serve as a director of the Company and (vi) a general release by Ms.
Greiner, in each case in the manner specified in the employment separation agreement. Ms. Greiner
will continue to serve as a director of the Company.
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| Item 7.01 |
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Regulation FD Disclosure. |
On October 22, 2008, the Company issued a press release, a copy of which is being furnished as
Exhibit 99.1 to this Current 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.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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(d)
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Exhibits:
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99.1 |
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Press Release issued by iRobot Corporation on October 22, 2008,
furnished herewith. |