As filed with the Securities and Exchange Commission on June 30, 2020 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
iRobot Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware (State or Other Jurisdiction of Incorporation or Organization) | 77-0259335 (I.R.S. Employer Identification No.) |
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
(Address of Principal Executive Offices, including zip code)
2018 Stock Option and Incentive Plan
(Full Title of the Plan)
______________________________________________________________
Colin M. Angle
Chairman of the Board and Chief Executive Officer
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
(Name and Address of Agent For Service)
(781) 430-3000
(Telephone Number, including Area Code, of Agent For Service)
Copy to:
Mark T. Bettencourt, Esq.
Gregg Katz, Esq.
Goodwin Procter LLP
100 Northern Ave.
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | ý | Accelerated filer | ¨ |
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| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
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| | | Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Registered | Amount To Be Registered(1) | Proposed Maximum Offering Price Per Share(3) | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee |
| Common Stock, $0.01 par value per share | 745,000(2) | $80.92 | $60,285,400 | $7,825.04 |
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
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| (2) | Consists of 745,000 shares issuable under the iRobot 2018 Stock Options and Inventive Plan. |
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| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act and based on the average of the high and low sale prices of the registrant’s Common Stock, as quoted on the NASDAQ Global Select Market, on June 25, 2020. |
Part I
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed for the purposes of registering 745,000 additional shares of common stock, par value $0.01 per share ("Common Stock") of iRobot Corporation (the "Registrant") that may be issued pursuant to equity awards granted pursuant to the iRobot Corporation 2018 Stock Option and Incentive Plan (the "2018 Plan"). On May 20, 2020, pursuant to an Amendment to the 2018 Plan, the number of shares of Common Stock reserved and available for issuance under the 2018 Plan increased by 745,000. This Registration Statement registers these additional 745,000 shares of Common Stock. The additional shares are of the same class as other securities for which a registration statement filed on Form S-8 (SEC File No. 333-225482) of the Registrant is effective. The information contained in the Registrant's registration statement on Form S-8 (SEC File No 333-225482) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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| Exhibit No. | Description of Exhibit |
| Opinion of Goodwin Procter LLP |
| Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
| 23.2* | Consent of PricewaterhouseCoopers LLP |
| 24.1* | Power of Attorney (included as part of the signature page of this Registration Statement) |
| Amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedford, Commonwealth of Massachusetts, on June 30, 2020.
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| | iROBOT CORPORATION |
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| | By: | /s/ Colin M. Angle |
| | | Colin M. Angle |
| | | Chairman of the Board and Chief |
| | | Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of iRobot Corporation (the "Company"), hereby severally constitute and appoint Colin M. Angle and Glen D. Weinstein, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 30, 2020.
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| Signature | | Title(s) |
| /s/ Colin M. Angle | | |
| Colin M. Angle | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
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| /s/ Julie Zeiler | | |
| Julie Zeiler | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
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| /s/ Karian Wong | | |
| Karian Wong | | Vice President, Finance (Principal Accounting Officer) |
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| /s/ Mohamad Ali | | |
| Mohamad Ali | | Director |
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| /s/ Michael Bell | | |
| Michael Bell | | Director |
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| /s/ Deborah G. Ellinger | | |
| Deborah G. Ellinger | | Director |
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| /s/ Elisha Finney | | |
| Elisha Finney | | Director |
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| /s/ Ruey-Bin Kao | | |
| Ruey-Bin Kao | | Director |
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| /s/ Eva Manolis | | |
| Eva Manolis | | Director |
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| /s/ Andrew Miller | | |
| Andrew Miller | | Director |
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| /s/ Michelle V. Stacy | | |
| Michelle V. Stacy | | Director |
