iRobot 2005 Annual Report Download - page 38

As of February 28, 2006, there were approximately 23,425,029 shares of our common stock outstanding
held by approximately 216 stockholders of record and the last reported sale price of our common stock on the
Nasdaq National Market on February 28, 2006 was $27.50 per share.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently expect to retain
future earnings, if any, to finance the growth and development of our business and do not anticipate paying any
cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities
In November 2005, we issued 16,155 shares of common stock to a bank upon its exercise of a warrant to
purchase shares of common stock, pursuant to the conversion rights contained in the warrant agreement.
In connection with our initial public offering, all outstanding shares of our Series A convertible preferred
stock, Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred
stock, Series E convertible preferred stock and Series F convertible preferred stock were converted into
9,557,246 shares of common stock.
The issuance of securities described above were deemed to be exempt from registration under the
Securities Act of 1933 in reliance on Section 4(2) of the Securities Act of 1933 as transactions by an issuer
not involving any public offering. The recipients of securities in each such transaction represented their
intention to acquire the securities for investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued
in such transactions. The sales of these securities were made without general solicitation or advertising.
During the period from January 1, 2005 through the closing of our initial public offering on November 15,
2005, we granted options to purchase an aggregate of 1,148,475 shares of our common stock pursuant to our
2004 Stock Option and Incentive Plan and 2005 Stock Option and Incentive Plan, at a weighted average
exercise price of $10.3497 per share. In addition, we issued 426,533 shares of common stock during the period
covered by this report in connection with the exercise of outstanding options under our 1994 Stock Option
Plan, our 2001 Special Stock Option Plan, our 2004 Stock Option and Incentive Plan, and our 2005 Stock
Option and Incentive Plan by 53 optionees, at a weighted exercise price of $1.3956 per share. These option
exercises resulted in aggregate proceeds to us of approximately $595,252. No underwriters were involved in the
foregoing stock or option issuances. The foregoing stock and option issuances were exempt from registration
under the Securities Act of 1933, as amended, either pursuant to Rule 701 under the Act, as transactions
pursuant to a compensatory benefit plan, or pursuant to Section 4(2) under the Act, as a transaction by an
issuer not involving a public offering.
The aggregate net proceeds from the sale by us of 3,260,870 shares of our common stock, $0.01 par value,
in our initial public offering was approximately $70.4 million. We did not receive any proceeds from the sale
by selling shareholders of 1,684,130 shares of our common stock sold in the initial public offering. The
representatives for the several underwriters in the offering were Morgan Stanley & Co. Incorporated,
J.P. Morgan Securities Inc., First Albany Capital Inc., Needham & Company, LLC and Adams Harkness,
Inc.. All of the shares of common stock sold in the offering were registered under the 1933 Act on a
Registration Statement on Form S-1 (Reg. No. 333-126907). To date, none of our net proceeds from the
initial public offering has been applied. Pending such application we have invested the net proceeds of the
offering in cash, cash equivalents and auction rate securities with maturities ranging from 30 to 90 days in
accordance with our investment policy. None of our net proceeds were paid directly or indirectly to directors,
officers, persons owning ten percent or more of our equity securities, or our affiliates.
Issuer Purchases of Equity Securities
During the quarter ended December 31, 2005, there were no repurchases made by us or on our behalf, or
by any ""affiliated purchasers'', of shares of our common stock.
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