Downloaded to the Packbot in Afghanistan, Sometimes Even Before the Next Mission

As filed with the Securities and Exchange Commission on July 27, 2005 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 iROBOT CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 8731 77-0259 335 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 63 South Avenue Burlington, Massachusetts 01803 (781) 345-0200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Colin M. Angle Chief Executive Officer iRobot Corporation 63 South Avenue Burlington, Massachusetts 01803 (781) 345-0200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Mark T. Bettencourt, Esq. Mark G. Borden, Esq. Edward A. King, Esq. Omar White, Esq. Goodwin Procter LLP Wilmer Cutler Pickering Hale and Dorr LLP Exchange Place 60 State Street Boston, Massachusetts 02109 Boston, Massachusetts 02109 (617) 570-1000 (617) 526-6000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o CALCULATION OF REGISTRATION FEE Proposed Maximum Amount of Title of Each Class of Securities to be Registered Aggregate Offering Price (1) Registration Fee(2) Common Stock, $0.01 par value per share $115,000,000 $13,536 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price and includes the offering price of shares that the underwriters have the option to purchase to cover over- allotments, if any. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine. The information contained in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued , 2005 Shares COMMON STOCK iRobot Corporation is offering shares of its common stock, and the selling stockholders are offering shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $ and $ per share. We have applied to list our common stock on the NASDAQ National Market under the symbol “IRBT.” Investing in our common stock involves risks. See “Risk Factors” beginning on page 5. PRICE $ A SHARE Underwriting Proceeds to Proceeds to Price to Discounts and iRobot Selling Public Commissions Corporation Stockholders Per Share $ $ $ $ Total $ $ $ $ Selling stockholders have granted the underwriters the right to purchase up to an additional shares to cover over- allotments. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on , 2005. MORGAN STANLEY JPMORGAN FIRST ALBANY CAPITAL NEEDHAM & COMPANY, LLC ADAMS HARKNESS , 2005 TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 5 Forward-Looking Statements 22 Use of Proceeds 23 Dividend Policy 23 Capitalization 24 Dilution 25 Selected Consolidated Financial Data 26 Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Business 43 Management 62 Certain Relationships and Related Party Transactions 71 Principal and Selling Stockholders 73 Description of Capital Stock 75 Shares Eligible for Future Sale 79 Underwriters 81 Legal Matters 85 Experts 85 Where You Can Find More Information 85 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Until , 2005 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. iRobot, Roomba, Scooba, PackBot and AWARE are trademarks of iRobot Corporation. Gator, M-Gator and R-Gator are trademarks of Deere & Company. This prospectus also includes other registered and unregistered trademarks of iRobot Corporation and other persons. Unless the context otherwise requires, we use the terms “iRobot,” the “Company,” “we,” “us” and “our” in this prospectus to refer to iRobot Corporation and its subsidiary. i PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” beginning on page 5, and the consolidated financial statements and notes to those consolidated financial statements, before making an investment decision. iROBOT CORPORATION Overview iRobot is a leading global provider of robots that enable people to complete complex tasks in a better way. Founded in 1990 by roboticists who performed research at the Massachusetts Institute of Technology, we have developed proprietary technology incorporating advanced concepts in navigation, mobility, manipulation and artificial intelligence to build industry-leading robots. Our Roomba floor vacuuming robot and recently announced Scooba floor washing robot perform time-consuming domestic chores, and our PackBot tactical military robots perform battlefield reconnaissance and bomb disposal. In addition, we are developing the Small Unmanned Ground Vehicle reconnaissance robot for the U.S. Army’s transformational Future Combat Systems program and, in conjunction with Deere & Company, the R-Gator unmanned ground vehicle. We sell our robots to consumers through a variety of distribution channels, including over 7,000 retail locations and our on-line store, and to the U.S. military and other government agencies worldwide. As of July 2, 2005, we had 214 full-time employees, of whom over half are engineers specializing in the design of robots. We have developed expertise in all the disciplines necessary to build durable, high-performance and cost-effective robots through the close integration of software, electronics and hardware. Our core technologies serve as reusable building blocks that we adapt and expand to develop next generation and new products, reducing the time, cost and risk of product development. Our significant expertise in robot design and engineering, combined with our management team’s experience in military and consumer markets, positions us to capitalize on the expected growth in the market for robots. Over the past three years, we sold more than 1.2 million of our Roomba floor vacuuming robots. We also sold to the U.S. military during that time more than 200 of our PackBot tactical

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