##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarterly Period Ended September 30, 2005
 OR
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 000-50798
 Color Kinetics Incorporated
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    04-3391805
(I.R.S. Employer
Identification No.)
 
 
 
 x
 o þ
 o þ




---



COLOR KINETICS INCORPORATED
FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005
INDEX
 Page No.PART I.  FINANCIAL INFORMATIONItem 1.
    
    Unaudited Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004
    
    
    3Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2005 and 2004
    
    
    4Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4.
    
    Controls and Procedures
    
    
    18PART II.  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    19Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3.
    
    Defaults Upon Senior Securities
    
    
    19Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    19Item 5.
    
    Other Information
    
    
    19Item 6.
    
    Exhibits
    
    
    20Signatures
    
    
    
    
    21Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEO
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements
 Color Kinetics Incorporated
 
 Condensed Consolidated Balance Sheets  (In thousands, except per share data)
 September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCURRENT ASSETS:Cash and equivalents
    
    $
    18,537
    
    
    $
    26,198Investments
    
    
    37,223
    
    
    
    29,022Restricted cash
    
    
    100
    
    
    
    100Accounts receivable, net
    
    
    7,652
    
    
    
    5,346Accounts receivable from related parties
    
    
    285
    
    
    
    31Inventory
    
    
    6,241
    
    
    
    4,730Prepaid expenses and other current assets
    
    
    2,749
    
    
    
    2,076Total current assets
    
    
    72,787
    
    
    
    67,503PROPERTY AND EQUIPMENTnet
    
    
    1,210
    
    
    
    1,147INVESTMENT IN JOINT VENTURE
    
    
    784
    
    
    
    557RESTRICTED CASHNon-current portion
    
    
    900
    
    
    
    1,000TOTAL ASSETS
    
    $
    75,681
    
    
    $
    70,207LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    1,933
    
    
    $
    1,681Accounts payable to related parties
    
    
    224
    
    
    
    48Accrued expenses
    
    
    1,811
    
    
    
    1,458Accrued compensation
    
    
    1,769
    
    
    
    1,731Accrued restructuring
    
    
    388
    
    
    
    405Accrued warranty
    
    
    850
    
    
    
    860Deferred revenue
    
    
    425
    
    
    
    379Total current liabilities
    
    
    7,400
    
    
    
    6,562ACCRUED RESTRUCTURING
    
    
    340
    
    
    
    628COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock, $0.001 par value
    
    
    18
    
    
    
    18Additional paid-in capital
    
    
    98,990
    
    
    
    97,059Accumulated other comprehensive income
    
    
    (100
    )
    
    
    (122
    )Accumulated deficit
    
    
    (30,967
    )
    
    
    (33,938
    )Total stockholders equity
    
    
    67,941
    
    
    
    63,017TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    75,681
    
    
    $
    70,207
  3




---



##### Table of Contents



Color Kinetics Incorporated
 
 Condensed Consolidated Statements of Income  (In thousands, except per share data)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,

    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004REVENUES (1):Lighting systems
    
    $
    11,361
    
    
    $
    9,275
    
    
    $
    31,672
    
    
    $
    24,767OEM and licensing
    
    
    2,697
    
    
    
    1,786
    
    
    
    6,755
    
    
    
    4,670Total revenues
    
    
    14,058
    
    
    
    11,061
    
    
    
    38,427
    
    
    
    29,437COST OF REVENUES:Lighting systems
    
    
    5,457
    
    
    
    4,392
    
    
    
    15,145
    
    
    
    12,038OEM and licensing
    
    
    1,137
    
    
    
    1,089
    
    
    
    3,103
    
    
    
    2,542Total cost of revenues
    
    
    6,594
    
    
    
    5,481
    
    
    
    18,248
    
    
    
    14,580GROSS PROFIT
    
    
    7,464
    
    
    
    5,580
    
    
    
    20,179
    
    
    
    14,857OPERATING EXPENSES:Selling and marketing
    
    
    3,004
    
    
    
    2,284
    
    
    
    8,257
    
    
    
    6,177Research and development
    
    
    1,162
    
    
    
    886
    
    
    
    3,369
    
    
    
    2,491General and administrative (2)
    
    
    2,587
    
    
    
    1,807
    
    
    
    6,839
    
    
    
    4,911Total operating expenses
    
    
    6,753
    
    
    
    4,977
    
    
    
    18,465
    
    
    
    13,579INCOME FROM OPERATIONS
    
    
    711
    
    
    
    603
    
    
    
    1,714
    
    
    
    1,278INTEREST INCOME
    
    
    443
    
    
    
    181
    
    
    
    1,147
    
    
    
    258EQUITY IN EARNINGS OF JOINT VENTURE
    
    
    96
    
    
    
    69
    
    
    
    110
    
    
    
    221NET INCOME
    
    $
    1,250
    
    
    $
    853
    
    
    $
    2,971
    
    
    $
    1,757EARNINGS PER SHARE:Basic
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.16
    
    
    $
    0.21Diluted
    
    $
    0.06
    
    
    $
    0.04
    
    
    $
    0.15
    
    
    $
    0.11WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    18,251
    
    
    
    17,881
    
    
    
    18,113
    
    
    
    8,560Diluted
    
    
    19,672
    
    
    
    19,409
    
    
    
    19,558
    
    
    
    16,648
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(1) Includes revenues from related parties as follows:Lighting systems
    
    $
    1,195
    
    
    $
    1,019
    
    
    $
    3,858
    
    
    $
    2,938OEM and licensing
    
    
    56
    
    
    
    30
    
    
    
    72
    
    
    
    90Total related party revenues
    
    $
    1,251
    
    
    $
    1,049
    
    
    $
    3,930
    
    
    $
    3,028(2) Includes stock-based compensation of
    
    $
    8
    
    
    $
    8
    
    
    $
    24
    
    
    $
    339
  4




---



##### Table of Contents



Color Kinetics Incorporated
 
 Condensed Consolidated Statements of Cash Flows  (In thousands)
 Nine Months Ended September 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    2,971
    
    
    $
    1,757Adjustments to reconcile net income to cash from operating activities:Depreciation and amortization
    
    
    746
    
    
    
    536Loss on disposal of property and equipment
    
    
    4
    
    
    
    Stock-based compensation
    
    
    24
    
    
    
    339Equity in earnings of joint venture
    
    
    (110
    )
    
    
    (221
    )Common stock issued for services
    
    
    37
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    (2,560
    )
    
    
    (878
    )Inventory
    
    
    (1,511
    )
    
    
    (1,071
    )Prepaid expenses and other current assets
    
    
    (673
    )
    
    
    (182
    )Accounts payable
    
    
    428
    
    
    
    411Accrued expenses
    
    
    381
    
    
    
    1,152Deferred revenue
    
    
    46
    
    
    
    (57
    )Accrued restructuring
    
    
    (305
    )
    
    
    (320
    )Net cash flows from operating activities
    
    
    (522
    )
    
    
    1,466CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investments
    
    
    (43,357
    )
    
    
    (15,000
    )Maturities of investments
    
    
    35,097
    
    
    
    Purchases of property and equipment
    
    
    (813
    )
    
    
    (513
    )Proceeds from restricted cash
    
    
    100
    
    
    
    100Net cash flows from investing activities
    
    
    (8,973
    )
    
    
    (15,413
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from the exercise of stock options
    
    
    1,594
    
    
    
    28Proceeds from issuance of redeemable convertible preferred
stock  net of issuance costs
    
    
    
    
    
    
    13,003Proceeds from issuance of common stocknet of
issuance costs
    
    
    277
    
    
    
    35,227Net cash flows from financing activities
    
    
    1,871
    
    
    
    48,258EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    (37
    )
    
    
    (43
    )INCREASE (DECREASE) IN CASH AND EQUIVALENTS
    
    
    (7,661
    )
    
    
    34,268CASH AND EQUIVALENTSBeginning of period
    
    
    26,198
    
    
    
    5,686CASH AND EQUIVALENTSEnd of period
    
    $
    18,537
    
    
    $
    39,954SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:Conversion of redeemable convertible preferred stock
    
    $
    
    
    
    $
    61,082Common stock issued for services
    
    $
    37
    
    
    $
    
  5




---



##### Table of Contents



Color Kinetics Incorporated
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 1. Nature of Business and Basis of Presentation
 Nature of Business 
 Basis of Presentation 
  Reclassification 
 2. Revenue Recognition
   3. Stock-Based Compensation
   6




---



##### Table of Contents



in thousands, except per share data
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income, as reported
    
    $
    1,250
    
    
    $
    853
    
    
    $
    2,971
    
    
    $
    1,757Add: stock-based compensation determined under
intrinsic value method for employee awards
    
    
    8
    
    
    
    8
    
    
    
    24
    
    
    
    13Less: pro forma compensation expense related to
the ESPP
    
    
    (24
    )
    
    
    
    
    
    
    (74
    )
    
    
    Less: pro forma stock-based compensation
expense related to option plans
    
    
    (382
    )
    
    
    (70
    )
    
    
    (1,159
    )
    
    
    (246
    )Pro forma net income
    
    $
    852
    
    
    $
    791
    
    
    $
    1,762
    
    
    $
    1,524Basic earnings per shareAs reported
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.16
    
    
    $
    0.21Pro forma
    
    $
    0.05
    
    
    $
    0.04
    
    
    $
    0.10
    
    
    $
    0.18Diluted earnings per shareAs reported
    
    $
    0.06
    
    
    $
    0.04
    
    
    $
    0.15
    
    
    $
    0.11Pro forma
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    0.09
    
    
    $
    0.09
  2005
    
    
    2004ESPP (1):Risk-free interest rate
    
    
    2.9
    %
    
    
    Volatility
    
    
    66
    %
    
    
    Dividend yield
    
    
    0
    %
    
    
    Expected life in years
    
    
    0.5
    
    
    
    Stock Options:Risk-free interest rate
    
    
    3.9
    %
    
    
    3.6
    %Volatility
    
    
    67
    %
    
    
    58
    %Dividend yield
    
    
    0
    %
    
    
    0
    %Expected life in years
    
    
    4
    
    
    
    4
 
 (1)
    
    The ESPP was established in June 2004 and the first issuance of ESPP shares was not
completed until February 1, 2005; accordingly, valuation factors are not applicable prior to that
date.  7




---



##### Table of Contents



Share-Based Payment Accounting for Stock-Based Compensation, Accounting for Stock Issued to Employees,
  4. Inventory
 in thousands
 September 30,
    
    
    December 31,2005
    
    
    2004Finished goods
    
    $
    5,525
    
    
    $
    4,270Raw material components
    
    
    716
    
    
    
    460Total
    
    $
    6,241
    
    
    $
    4,730
 5. Warranty Reserve
 in thousands
 2005
    
    
    2004Balance, beginning of period
    
    $
    860
    
    
    $
    404Provisions in cost of revenues
    
    
    431
    
    
    
    516Expenditures
    
    
    (441
    )
    
    
    (206
    )Balance, end of period
    
    $
    850
    
    
    $
    714
 6. Earnings per Share
  in thousands
 8




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Weighted average shares for basic computation
    
    
    18,251
    
    
    
    17,881
    
    
    
    18,113
    
    
    
    8,560Potential common shares from:Options
    
    
    976
    
    
    
    1,099
    
    
    
    1,008
    
    
    
    894Warrants
    
    
    445
    
    
    
    429
    
    
    
    437
    
    
    
    402Redeemable convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,792Weighted average shares for diluted computation
    
    
    19,672
    
    
    
    19,409
    
    
    
    19,558
    
    
    
    16,648
  7. Segment Information
   in thousands
 Three Months Ended September 30,
    
    2005
    
    
    2004Lighting
    
    
    OEM and
    
    
    
    
    
    
    Lighting
    
    
    OEM andSystems
    
    
    Licensing
    
    
    Total
    
    
    Systems
    
    
    Licensing
    
    
    TotalRevenues
    
    $
    11,361
    
    
    $
    2,697
    
    
    $
    14,058
    
    
    $
    9,275
    
    
    $
    1,786
    
    
    $
    11,061Cost of revenues
    
    
    5,457
    
    
    
    1,137
    
    
    
    6,594
    
    
    
    4,392
    
    
    
    1,089
    
    
    
    5,481Gross profit
    
    
    5,904
    
    
    
    1,560
    
    
    
    7,464
    
    
    
    4,883
    
    
    
    697
    
    
    
    5,580Other direct costs
    
    
    3,100
    
    
    
    322
    
    
    
    3,422
    
    
    
    2,327
    
    
    
    169
    
    
    
    2,496Direct contribution margin
    
    $
    2,804
    
    
    $
    1,238
    
    
    
    4,042
    
    
    $
    2,556
    
    
    $
    528
    
    
    
    3,084Reconciling items to income from
operations:Unallocated selling and marketing
    
    
    
    
    
    
    
    
    
    
    289
    
    
    
    
    
    
    
    
    
    
    
    296Unallocated research and development
    
    
    
    
    
    
    
    
    
    
    454
    
    
    
    
    
    
    
    
    
    
    
    378Unallocated general and administrative
    
    
    
    
    
    
    
    
    
    
    2,587
    
    
    
    
    
    
    
    
    
    
    
    1,807Income from operations
    
    
    
    
    
    
    
    
    
    $
    711
    
    
    
    
    
    
    
    
    
    
    $
    603
 9




---



##### Table of Contents



Nine Months Ended September 30,
    
    2005
    
    
    2004Lighting
    
    
    OEM and
    
    
    
    
    
    
    Lighting
    
    
    OEM andSystems
    
    
    Licensing
    
    
    Total
    
    
    Systems
    
    
    Licensing
    
    
    TotalRevenues
    
    $
    31,672
    
    
    $
    6,755
    
    
    $
    38,427
    
    
    $
    24,767
    
    
    $
    4,670
    
    
    $
    29,437Cost of revenues
    
    
    15,145
    
    
    
    3,103
    
    
    
    18,248
    
    
    
    12,038
    
    
    
    2,542
    
    
    
    14,580Gross profit
    
    
    16,527
    
    
    
    3,652
    
    
    
    20,179
    
    
    
    12,729
    
    
    
    2,128
    
    
    
    14,857Other direct costs
    
    
    8,437
    
    
    
    883
    
    
    
    9,320
    
    
    
    6,070
    
    
    
    554
    
    
    
    6,624Direct contribution margin
    
    $
    8,090
    
    
    $
    2,769
    
    
    
    10,859
    
    
    $
    6,659
    
    
    $
    1,574
    
    
    
    8,233Reconciling items to income from operations:Unallocated selling and marketing
    
    
    
    
    
    
    
    
    
    
    986
    
    
    
    
    
    
    
    
    
    
    
    923Unallocated research and development
    
    
    
    
    
    
    
    
    
    
    1,320
    
    
    
    
    
    
    
    
    
    
    
    1,121Unallocated general and administrative
    
    
    
    
    
    
    
    
    
    
    6,839
    
    
    
    
    
    
    
    
    
    
    
    4,911Income from operations
    
    
    
    
    
    
    
    
    
    $
    1,714
    
    
    
    
    
    
    
    
    
    
    $
    1,278
 8. Comprehensive Income
 in thousands
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income
    
    $
    1,250
    
    
    $
    853
    
    
    $
    2,971
    
    
    $
    1,757Foreign currency translation adjustments
    
    
    (8
    )
    
    
    25
    
    
    
    (82
    )
    
    
    25Unrealized holding gains (losses) on
investments
    
    
    (19
    )
    
    
    
    
    
    
    60
    
    
    
    Total comprehensive income
    
    $
    1,223
    
    
    $
    878
    
    
    $
    2,949
    
    
    $
    1,782
 9. Contingencies
 Super Vision International, Inc.
    10




---



##### Table of Contents



TIR Systems, Ltd.
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statements
  
    
    Our limited history of profitability, and the difficulty in evaluating the
likelihood of maintaining profitability;
    
    Whether there will be market acceptance of solid-state lighting in general, and
our solid-state lighting systems in particular;
    
    Whether advances in LED technology will continue;
    
    Our ability to respond effectively as new lighting technologies and market trends emerge;
    
    Incurrence of substantial costs or losses as a result of litigation or other
proceedings relating to patent and other intellectual property rights;
    
    Our ability to obtain and maintain patent protection for our technology and to
otherwise protect our intellectual property;
    
    Availability of critical components that we currently purchase from a small number of suppliers;
    
    Failure of our manufacturing partners to meet our requirements for quality, quantity and timeliness;
    
    Inability to increase production capacity for our products in a timely manner;
    
    Unavailability of one of our facilities;
    
    Whether demand for our intelligent white light products in the general lighting market will emerge;
    
    Our ability to compete effectively;
    
    Additional risks and volatility beyond those we currently face associated with
expansion of our OEM business;
    
    Our ability to manage our growth effectively;
    
    Significant costs to evaluate our internal control over financial reporting, and
our ability to avoid significant deficiencies or material weaknesses in our
internal controls;
 11




---



##### Table of Contents




    
    Changes in the accounting treatment of stock options;
    
    The loss of services of any members of our key management team;
    
    Our limited experience conducting business internationally;
    
    A reliance on a joint venture in Japan, Color Kinetics Japan, to distribute products in Japan;
    
    Defects in our products;
    
    Ability to obtain additional capital as needed;
    
    Volatility of the market price for our common stock;
    
    Securities class action litigation due to future stock price volatility; and
    
    Anti-takeover provisions in our charter documents and Delaware law which could
prevent or delay a change in control.
  Overview
  
    
    Lighting systems:we offer intelligent solid-state lighting systems under the Color
Kinetics brand for installation in lighting projects where their use has typically been
specified by a designer or architect.
    
    OEM and licensing:we offer a standard line of intelligent solid-state lighting modules,
custom and basic components and other products that can be incorporated by manufacturers in
products sold under their own brands. We also license our technology.
      12




---



##### Table of Contents



Description of Our Revenues, Costs and Expenses
       Critical Accounting Estimates
   Revenue Recognition.
 
    
    evidence exists of an arrangement with the customer, typically consisting of a purchase
order;
    
    our products have been delivered and risk of loss has passed to the customer, which
typically occurs when a product is shipped under our customary terms, generally FOB
shipping point;
    
    the amount of revenue to which we are entitled is fixed or determinable; and
    
    we believe it is probable that we will be able to collect the amount due us from our customer.
 13




---



##### Table of Contents



Allowance for Doubtful Accounts.
 Product Warranty.
 Inventory Reserves.
 Accounting for Income Taxes.
 Stock-Based Compensation.
 Share-Based Payment Accounting for Stock-Based Compensation, Accounting for Stock Issued to Employees,
 14




---



##### Table of Contents



Results of Operations
  Percentage of Total RevenuesThree Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Lighting systems
    
    
    81
    %
    
    
    84
    %
    
    
    82
    %
    
    
    84
    %OEM and licensing
    
    
    19
    
    
    
    16
    
    
    
    18
    
    
    
    16Total revenues
    
    
    100
    
    
    
    100
    
    
    
    100
    
    
    
    100Cost of revenues:Cost of lighting systems, as a percentage of
lighting systems revenues
    
    
    48
    
    
    
    47
    
    
    
    48
    
    
    
    49Cost of OEM and licensing, as a percentage
of OEM and licensing revenues
    
    
    42
    
    
    
    61
    
    
    
    46
    
    
    
    54Total cost of revenues
    
    
    47
    
    
    
    50
    
    
    
    47
    
    
    
    50Gross profit
    
    
    53
    
    
    
    50
    
    
    
    53
    
    
    
    50Operating expenses:Selling and marketing
    
    
    21
    
    
    
    21
    
    
    
    21
    
    
    
    21Research and development
    
    
    8
    
    
    
    8
    
    
    
    9
    
    
    
    8General and administrative
    
    
    19
    
    
    
    16
    
    
    
    18
    
    
    
    17Total operating expenses
    
    
    48
    
    
    
    45
    
    
    
    48
    
    
    
    46Income from operations
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    4Interest income
    
    
    3
    
    
    
    2
    
    
    
    3
    
    
    
    1Equity in earnings of joint venture
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    1Net income
    
    
    9
    %
    
    
    8
    %
    
    
    8
    %
    
    
    6
    %
 Revenues.
   15




---



##### Table of Contents



Gross Profit.
   Selling and Marketing Expenses.
 Research and Development Expenses.
 16




---



##### Table of Contents



General and Administrative Expenses.
 Interest Income.
 Equity in Earnings of Joint Venture.
 Provision for Income Taxes.
 Liquidity and Capital Resources
     17




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
      18




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Super Vision International, Inc.
     TIR Systems, Ltd.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Items 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  19




---



##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Description*3.2
    
    
    Seventh Amended and Restated Certificate of Incorporation of Color Kinetics Incorporated*3.4
    
    
    Second Amended and Restated By-Laws of Color Kinetics Incorporated31.1
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  William J. Sims31.2
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  David K. Johnson32.1
    
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Incorporated by reference to the similarly numbered exhibit to our Registration Statement on Form
S-1, File No. 333-114386. 20




---



##### Table of Contents



SIGNATURES
  Date: November 8, 2005
    COLOR KINETICS INCORPORATED(Registrant)By:
    /s/    William J. SimsWilliam J. SimsChief Executive OfficerBy:
    /s/    David K. JohnsonDavid K. JohnsonChief Financial Officer 21