-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ODVTf6eiNKhaXa3zPr94wAr5TbwVNue0D43iNxoivHyM3zDh/HTJF0E0BjCLY2Zc m5vnD2/W3IwH7RYqhAG8nA== 0000720851-03-000036.txt : 20031028 0000720851-03-000036.hdr.sgml : 20031028 20031027182414 ACCESSION NUMBER: 0000720851-03-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031027 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NESTOR INC CENTRAL INDEX KEY: 0000720851 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133163744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12965 FILM NUMBER: 03959350 BUSINESS ADDRESS: STREET 1: 400 MASSASOIT AVE STREET 2: STE 200 CITY: PROVIDENCE STATE: RI ZIP: 02914 BUSINESS PHONE: 4014345522 MAIL ADDRESS: STREET 1: 400 MASSASOIT AVE STREET 2: STE 200 CITY: PROVIDENCE STATE: RI ZIP: 02914 8-K 1 form8k.txt FORM8K (G. BALL NEW DIRECTOR) SECURITIES AND EXCHANGE COMMISSION Washington D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 22, 2003 - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) NESTOR, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-12965 13-3163744 -------------------------- -------------------------------------- (Commission file number) (IRS employer identification number) 400 MASSASOIT AVENUE, SUITE 200 EAST PROVIDENCE, RHODE ISLAND 02914 - -------------------------------------------------------------------------------- (Address of principal executive offices) (401) 434-5522 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 1 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. RESIGNATION OF DIRECTOR. ----------------------------- On October 22, 2003, Stephen H. Marbut resigned from the Board of Directors (the "Board") of Nestor, Inc. (the "Company"). ACTION BY BOARD OF DIRECTORS. ----------------------------- On October 22, 2003, the Board of Directors (the "Board") of Nestor, Inc. (the "Company") voted at a meeting to elect George L. Ball to the Board, to serve until his successor has been elected and qualified. A copy of the press release relating to the election described above is attached as Exhibit 99.1 and incorporated herein by reference. NEW DIRECTORS. -------------- GEORGE L. BALL. Mr. Ball, 64, has served as Chairman of the Board of Sanders Morris Harris Group Inc., a provider of brokerage, investment banking, trust and investment management services, since 2002. Mr. Ball was appointed to Sanders Morris's board of directors in 2000. Before his appointment to the Sanders Morris Board, he served as Chairman of the Board and a director of Sanders Morris Mundy Inc. Mr. Ball also serves as Chairman of the Board and a director of Sanders Morris Harris Inc. and as a director of Pinnacle Management & Trust Company, SMH Capital, SMH Capital Advisors, Inc. and Kissinger Financial Services, Inc. ("Kissinger"). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: The following exhibits are filed as part of this report: Exhibit Number Description -------------- ----------- 99.1 Press Release dated October 27, 2003 relating to the election of director. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NESTOR, INC. (Registrant) By: /s/ Nigel P. Hebborn -------------------------------------- Nigel P. Hebborn Treasurer and Chief Financial Officer Dated: October 27, 2003 2 EXHIBIT INDEX ------------- Exhibit Number Description -------------- ----------- 10.1 Security Purchase Agreement dated July 31, 2003 between Nestor, Inc. and Laurus Master Fund, Ltd. 10.2 Convertible Note dated July 31, 2003 made by Nestor, Inc. to Laurus Master Fund, Ltd. 10.3 Registration Rights Agreement dated July 31, 2003 between Nestor, Inc. and Laurus Master Fund, Ltd. 10.4 Common Stock Purchase Warrant dated July 31, 2003 issued by Nestor, Inc. to Laurus Master Fund, Ltd. 10.5 Stock Pledge Agreement dated July 31, 2003 between Nestor Traffic Systems, Inc. and Laurus Master Fund, Ltd. 10.6 Pledge and Security Agreement dated July 31, 2003 between CrossingGuard, Inc. and Laurus Master Fund, Ltd. 10.7 Guaranty dated July 31, 2003 by CrossingGuard, Inc. to Laurus Master Fund, Ltd. 99.1 Press Release dated August 4, 2003. 3 EX-99 3 gball_press.txt PRESS RELEASE (G. BALL) EXHIBIT 99.1 ------------ Nestor, Inc. 400 Massasoit Avenue, Suite 200 East Providence, RI 02914 Ph: (401) 434-5522 Fax: (401) 434-5809 www.nestor.com FOR IMMEDIATE RELEASE CONTACT: Nigel P. Hebborn, Executive Vice President (401) 434-5522 ext. 714 www.nestor.com GEORGE BALL JOINS NESTOR, INC. BOARD OF DIRECTORS ------------------------------------------------- Providence, RI - October 27, 2003- Nestor, Inc. (OTC: NESO) announced today that Mr. George L. Ball has been appointed to the Nestor Board of Directors. Mr. Ball is the Chairman of Sanders Morris Harris Group, the largest investment-banking firm headquartered in the Southwest. Prior to joining Sanders Morris Harris Group, Mr. Ball was a Senior Executive Vice President of Smith Barney Shearson Inc. He was formerly Chairman of Prudential Securities, and served as a member of the Executive Office of Prudential Insurance Company of America. Before joining Prudential, Mr. Ball was President of E.F. Hutton & Co. He is a former governor of the American Stock Exchange and the Chicago Board Options Exchange, and served on the Executive Committee of the Securities Industries Association. "George Ball will help guide Nestor in its expansion. He brings investment banking skills, investment community contacts and an overall energy to the Company that is most welcome. Nestor's market leading technology in the rapidly growing traffic safety markets creates opportunities for the Company. Mr. Ball and the other Board members will assist Nestor in navigating these opportunities to improve shareholder value", stated William Danzell, President and CEO of Nestor, Inc. Nestor, Inc., through its wholly owned subsidiary, Nestor Traffic Systems, is an emerging leader in providing innovative, video-based monitoring systems and services for traffic safety. Its CrossingGuard(R) product incorporates Nestor's patented image processing technology, providing an intelligent, real-time solution that promotes intersection safety. Through the use of multiple videos, real-time system monitoring and an optional Collision Avoidance safety feature, Nestor is offering customers the most advanced Automated Red-light Enforcement solution available. Statements in this press release about future expectations, plans and prospects for Nestor, including statements containing the words "expects," "will," and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements and investors should not place undue reliance on our forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including: market acceptance of our products, competition and other factors discussed in Exhibit 99.1 to our most recent annual report filed with the SEC. The forward-looking statements included in this press release represent our current views and we specifically disclaim any obligation to update these forward-looking statements in the future. CrossingGuard is a registered trademark of Nestor Traffic Systems, Inc. For more information, call (401) 434-5522 or visit www.nestor.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----