Document
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): November 21, 2016
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | |
| (State or other jurisdiction of incorporation or organization) | |
001-36414 | | 77-0259 335 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
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8 Crosby Drive, Bedford, MA | | 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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On November 21, 2016, iRobot Corporation (the "Company") issued a press release announcing the Transaction described in Item 8.01 below. 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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On November 21, 2016, the Company entered into an agreement (the "Purchase Agreement") with Sales On Demand Corporation ("SODC"), a privately-held corporation based in Tokyo, Japan. Pursuant to the Purchase Agreement, the Company will acquire SODC’s iRobot-related distribution business (the "Business"), for a purchase price in cash equal to the book value of the acquired net assets of the Business as of the date of the acquisition, which the parties estimate will be between $14,000,000 and $16,000,000, subject to exchange rates then in effect (such acquisition, the "Transaction"). The Transaction is expected to close in April 2017.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release issued by the registrant on November 21, 2016, 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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November 21, 2016 | | By: /s/ Glen D. Weinstein |
| | Name: Glen D. Weinstein |
| | Title: Chief Legal Officer and Secretary |
EXHIBIT INDEX
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Exhibit Number | | Description | | |
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99.1 | | Press Release issued by the registrant on November 21, 2016, furnished herewith. |
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