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SEC Company Response from IROBOT CORP (IRBT) (CIK 0001159167) — Nov 4, 2005

IROBOT CORP (IRBT) (CIK 0001159167)
Date: Nov. 4, 2005 · CIK: 0001159167 · Accession: 0000950135-05-006237

AI Filing Summary & Sentiment

File numbers found in text: 333-126907

Date
November 4, 2005
Author
Legal Branch Chief
Form
CORRESP
Company
IROBOT CORP (IRBT) (CIK 0001159167)

Letter

MORGAN STANLEY & CO. INCORPORATED

1585 BROADWAY

NEW YORK, NEW YORK 10036

November 4, 2005

VIA EDGAR AND FACSIMILE

Michele M. Anderson

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-3561

RE:

iRobot Corporation

Registration Statement on Form S-1

File No. 333-126907

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representatives of the several underwriters (the “Underwriters”), in connection with the offering pursuant to the above-captioned Registration Statement, hereby join in the request of iRobot Corporation that the effective date of the above-captioned Registration Statement be accelerated so that such Registration Statement may become effective at 4:30 p.m. Eastern Time on Tuesday, November 8, 2005, or as soon as practicable thereafter.

In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that between October 24, 2005 and the November 3, 2005, copies of the preliminary prospectus dated October 24, 2005 were distributed by us as follows:

10,386

sent to 5 Prospective Underwriters

1,294

sent to 1,294 Institutions

sent to 5 Securities Dealers

sent to 195 Individuals

15,880

Total

Securities and Exchange Commission

November 4, 2005

Page 2

The undersigned, as representatives of the several Underwriters, have and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

Very truly yours,
MORGAN STANLEY & CO. INCORPORATED

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CORRESP
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corresp

MORGAN STANLEY & CO. INCORPORATED

1585 BROADWAY

NEW YORK, NEW YORK 10036

November 4, 2005

VIA EDGAR AND FACSIMILE

Michele M. Anderson

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-3561

         RE:

    iRobot Corporation

Registration Statement on Form S-1

File No. 333-126907

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), the undersigned, as representatives of the several underwriters (the “Underwriters”), in
connection with the offering pursuant to the above-captioned Registration Statement, hereby join in
the request of iRobot Corporation that the effective date of the above-captioned Registration
Statement be accelerated so that such Registration Statement may become effective at 4:30 p.m.
Eastern Time on Tuesday, November 8, 2005, or as soon as practicable thereafter.

     In connection with this acceleration request and pursuant to Rule 460 under the Securities
Act, please be advised that between October 24, 2005 and the November 3, 2005, copies of the
preliminary prospectus dated October 24, 2005 were distributed by us as follows:

    10,386

    sent to 5 Prospective Underwriters

    1,294

    sent to 1,294 Institutions

    5

    sent to 5 Securities Dealers

    195

    sent to 195 Individuals

    15,880

    Total

Securities and Exchange Commission

November 4, 2005

Page 2

     The undersigned, as representatives of the several Underwriters, have and will, and each
Underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8
promulgated under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    MORGAN STANLEY & CO. INCORPORATED

    J.P. MORGAN SECURITIES INC.

    FIRST ALBANY CAPITAL INC.

    NEEDHAM & COMPANY, LLC

    ADAMS HARKNESS, INC.

    As Representatives of the Several Underwriters

    By: MORGAN STANLEY & CO. INCORPORATED

    By: /s/ John Tyree

    Name:

    John Tyree

    Title:

    Executive Director