Exhibit
(a)(1)(B)
Form of
E-mail
Announcement of Offer to Exchange
Subject: iRobot Corporation Offer to Exchange Certain
Outstanding Stock Options for New Stock Options
Date: April 30, 2009
We are pleased to announce that iRobot Corporation
(“iRobot”) is officially commencing its Offer to
Exchange Certain Outstanding Stock Options for New Stock Options
(the “Option Exchange Program”) today, April 30,
2009. The offer and withdrawal rights will remain open until
5:00 p.m., Eastern Time, on May 29,
2009, unless the Option Exchange Program is extended by
iRobot’s board of directors. This Option Exchange Program
is contingent upon the approval by iRobot’s stockholders of
a proposal to approve the Option Exchange Program and a related
amendment to iRobot’s 2005 Stock Option and Incentive Plan
at iRobot’s Annual Meeting of Stockholders scheduled for
May 28, 2009. If the stockholders do not approve the
proposal relating to the Option Exchange Program, iRobot will
terminate the Option Exchange Program and will not be able to
accept any tendered option grants.
Participation in the Option Exchange Program is voluntary and
you may only participate in the Option Exchange Program if you
are an “eligible participant” and you hold
“eligible options” (as these terms are defined in the
Offer to Exchange Certain Outstanding Stock Options for New
Stock Options document). The Offer to Exchange Certain
Outstanding Stock Options for New Stock Options document, along
with all offering materials describing the Option Exchange
Program, are filed as exhibits to the Tender Offer Statement on
Schedule TO filed today with the Securities and Exchange
Commission. These documents, along with the electronic election
form needed to accept this offer, are posted on a secure,
external website (the “offer website”) at
https://iRobot.equitybenefits.com (which may be accessed
both inside and outside of iRobot). The Offer Website displays
the following information for all stock options held by you with
an exercise price greater than or equal to $13.00 per share on a
grant-by-grant
basis:
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Original Grant Date
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Option Number
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Exercise Price Per Share
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Number of Shares of Common Stock Underlying Option
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If the exercise price of a stock option that you chose to
exchange is less than the higher of (1) $13.00 or
(2) 40% of the above the
90-day
average closing price of iRobot common stock on the NASDAQ
Global Market for the business day on which the Option Exchange
Program closes, then such stock option will not be deemed to be
an eligible option and therefore will not be accepted by iRobot
for exchange.
In order to log onto the offer website you must enter a user
name (this is your name as displayed in your iRobot email
address, excluding the @irobot.com extension) and a password
(this is the last 4 digits of your social security number). You
will be required to change your password as soon as you log on
and before you can access secure data.
Once you have logged onto the offer website, you may select
“Make an Election” to view the Election Information
page, which contains detailed information about each of your
stock options with an exercise price greater than or equal to
$13.00 per share. You have the option to click on the circle
next to “Yes” to elect to tender the stock option for
exchange or “No” to decline to tender the stock option
for exchange. Then, after reviewing your election, you will need
to click on “Proceed to Confirmation” to go to the
“Agreement to Terms of Option Exchange Program” and
select the “I agree” tab. You should then print an
election confirmation.
If you have technical difficulties with the offer website, such
as the offer website being unavailable or the offer website not
accepting your election, or if you do not otherwise have access
to the offer website for any reason (including lack of internet
services), you can obtain a paper election form from me by
calling
(781) 430-3000
or by sending an email to optionexchange@irobot.com. You must
complete and sign a paper
election form and return it to me at iRobot via mail, courier,
hand delivery, facsimile or email using the contact information
below.
Please carefully read all of the documents
referenced in this email, all of which are included on the offer
website. In order to participate in the Option Exchange Program,
you must meet the criteria and follow the instructions set forth
in the Option Exchange Program documents, including completing
your election before 5:00 p.m., Eastern Time, on
May 29, 2009 (or a later expiration date if
iRobot’s board of directors extends the offer).
If you have any questions about the Option Exchange Program,
you can contact me at:
Donna Rossi, Stock Plan Administrator
iRobot Corporation
8 Crosby Drive, M/S
10-2
Bedford, MA 01730
Phone:
781-430-3207
E-Mail:
optionexchange@irobot.com