12/31/2025 | Press release | Distributed by Public on 12/31/2025 05:04
As filed with the Securities and Exchange Commission on December 31, 2025
Registration No. 333-287514
Registration No. 333-285740
Registration No. 333-283059
Registration No. 333-281346
Registration No. 333-279780
Registration No. 333-265677
Registration No. 333-239573
Registration No. 333-225482
Registration No. 333-219686
Registration No. 333-204669
Registration No. 333-193998
Registration No. 333-186700
Registration No. 333-184320
Registration No. 333-179593
Registration No. 333-172333
Registration No. 333-164993
Registration No. 333-157306
Registration No. 333-149373
Registration No. 333-140707
Registration No. 333-129576
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-287514
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-285740
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-283059
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-281346
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-279780
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-265677
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-239573
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-225482
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-219686
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204669
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193998
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-186700
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-184320
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-179593
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172333
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-164993
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-157306
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149373
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-140707
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129576
UNDER
THE SECURITIES ACT OF 1933
iRobot Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 77-0259335 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
iRobot Corporation
8 Crosby Road
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
Non-Plan Restricted Stock Unit Awards
Non-Plan Performance-Based Restricted Stock Unit Awards
2018 Stock Option and Incentive Plan
2017 Employee Stock Purchase Plan
2015 Stock Option and Incentive Plan
Evolution Robotics, Inc. 2007 Stock Plan
2005 Stock Option and Incentive Plan
Amended and Restated 2004 Stock Option and Incentive Plan
Amended and Restated 2001 Special Stock Option Plan
Amended and Restated 1994 Stock Plan
(Full title of the plans)
Gary Cohen
Chief Executive Officer
iRobot Corporation
8 Crosby Road
Bedford, Massachusetts 01730
(781)430-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Mark T. Bettencourt, Esq.
Gregg Katz, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 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.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of iRobot Corporation, a Delaware corporation (the "Company"), on Form S-8 (collectively, the "Registration Statements"), which have been previously filed with the Securities and Exchange Commission (the "SEC"):
| • |
Registration Statement No. 333-287514, filed with the SEC on May 22, 2025, registering 1,700,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") under the Company's 2018 Stock Option and Incentive Plan, as amended (the "2018 Plan"); |
| • |
Registration Statement No. 333-285740, filed with the SEC on March 12, 2025, registering 120,000 shares of Common Stock that may be issued upon the vesting of certain inducement awards; |
| • |
Registration Statement No. 333-283059, filed with the SEC on November 7, 2024, registering 120,000 shares of Common Stock that may be issued upon the vesting of certain inducement awards; |
| • |
Registration Statement No. 333-281346, filed with the SEC on August 7, 2024, registering an aggregate of 370,500 shares of Common Stock that may be issued upon the vesting of certain inducement awards; |
| • |
Registration Statement No. 333-279780, filed with the SEC on May 28, 2024, registering (i) an aggregate of 725,000 shares of Common Stock that may be issued upon the vesting of certain inducement awards and (ii) 900,000 shares of Common Stock under the 2018 Plan; |
| • |
Registration Statement No. 333-265677, filed with the SEC on June 17, 2022, registering 900,000 shares of Common Stock under the 2018 Plan; |
| • |
Registration Statement No. 333-239573, filed with the SEC on June 30, 2020, registering 745,000 shares of Common Stock under the 2018 Plan; |
| • |
Registration Statement No. 333-225482, filed with the SEC on June 7, 2018, registering 1,750,000 shares of Common Stock under the 2018 Plan; |
| • |
Registration Statement No. 333-219686, filed with the SEC on August 4, 2017, registering 700,000 shares of Common Stock under the Company's 2017 Employee Stock Purchase Plan; |
| • |
Registration Statement No. 333-204669, filed with the SEC on June 3, 2015, registering 3,100,000 shares of Common Stock under the Company's 2015 Stock Option and Incentive Plan; |
| • |
Registration Statement No. 333-193998, filed with the SEC on February 18, 2014, registering 1,302,086 shares of Common Stock under the Company's 2005 Stock Option and Incentive Plan (the "2005 Plan"); |
| • |
Registration Statement No. 333-186700, filed with the SEC on February 15, 2013, registering 1,250,175 shares of Common Stock under the 2005 Plan; |
| • |
Registration Statement No. 333-184320, filed with the SEC on October 5, 2012, registering 116,239 shares of Common Stock under the Evolution Robotics, Inc. 2007 Stock Plan; |
| • |
Registration Statement No. 333-179593, filed with the SEC on February 21, 2012, registering 1,224,745 shares of Common Stock under the 2005 Plan; |
| • |
Registration Statement No. 333-172333, filed with the SEC on February 18, 2011, registering 1,163,018 shares of Common Stock under the 2005 Plan; |
| • |
Registration Statement No. 333-164993, filed with the SEC on February 19, 2010, registering 1,129,128 shares of Common Stock under the 2005 Plan; |
| • |
Registration Statement No. 333-157306, filed with the SEC on February 13, 2009, registering 1,116,483 shares of Common Stock under the 2005 Plan; |
| • |
Registration Statement No. 333-149373, filed with the SEC on February 25, 2008, registering 1,102,272 shares of Common Stock under the 2005 Plan; |
| • |
Registration Statement No. 333-140707, filed with the SEC on February 14, 2007, registering 1,070,584 shares of Common Stock under the 2005 Plan; |
| • |
Registration Statement No. 333-129576, filed with the SEC on November 9, 2005, registering an aggregate of (i) 1,583,682 shares of Common Stock under the 2005 Plan, (ii) 949,150 shares of Common Stock under the Company's Amended and Restated 2004 Stock Option and Incentive Plan, (iii) 146,524 shares of Common Stock under the Company's Amended and Restated 2001 Special Stock Option Plan and (iv) 2,019,005 shares of Common Stock under the Company's Amended and Restated 1994 Stock Plan. |
As previously disclosed, on December 14, 2025, the Company and certain of its subsidiaries commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. In connection with the foregoing, the offerings pursuant to the Registration Statements are being terminated.
In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all such securities registered under the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 these Post-Effective Amendments on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Bedford, Commonwealth of Massachusetts, on the 31st day of December, 2025. No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| iROBOT CORPORATION | ||
| By: | /s/ Kevin Lanouette | |
| Name: | Kevin Lanouette | |
| Title: | Senior Vice President & General Counsel | |