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): September 5,
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
Item 1.01 Entry into a Material Definitive Agreement.
On September 5, 2008, iRobot Corporation, a Delaware corporation (“iRobot”) and Farragut
Acquisition, LLC, a North Carolina limited liability company and wholly-owned subsidiary of iRobot
(“MergerCo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nekton
Research, LLC, a North Carolina limited liability company (“Nekton”), and R. Gordon Caudle as
members representative. Pursuant to the Merger Agreement, MergerCo will merge with and into
Nekton, with Nekton remaining as the surviving entity (the “Surviving Entity”) after the merger
(the “Merger”). After giving effect to the Merger, iRobot will be the sole member of the Surviving
Entity. There are no material relationships among iRobot and Nekton or any of their respective
affiliates or any of the other parties to the Merger Agreement or the related ancillary agreements,
other than in respect of such agreements.
At the effective time of the Merger, all outstanding membership units of Nekton will be
converted into the right to receive an aggregate amount of $10.0 million subject to adjustment,
upward or downward, to reflect Nekton’s working capital as of the close of business on the day
immediately prior to the date on which the transactions contemplated by the Merger Agreement are
consummated (the “Initial Merger Consideration”), plus up to an additional $5.0 million in earn-out
payments if the Surviving Entity achieves certain business and financial milestones between the
closing date of the Merger and January 1, 2011. The Merger Agreement also provides that $1.2
million of the Initial Merger Consideration will be placed into an escrow account to settle certain
claims for indemnification for breaches of or inaccuracies in Nekton’s representations and
warranties, covenants and agreements.
The Merger and the Merger Agreement were unanimously approved by each of the board of
directors of iRobot, the board of representatives of Nekton and the sole member of MergerCo. The
Merger and Merger Agreement were approved by the requisite percentage of members of Nekton.
The Merger Agreement contains customary representations, warranties and covenants by each of
the parties. The closing of the Merger is subject to customary closing conditions.
The foregoing description of the Merger Agreement does not purport to be a complete statement
of the parties’ rights under the Merger Agreement and is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which is filed with this Current Report on Form
8-K as Exhibit 2.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On September 8, 2008, iRobot issued a press release announcing the signing of the Merger
Agreement, 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.