-----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, UAPkgK+yS1GhPY4Iv83eOMVoQmMIT8S8J8AQLX/7Lyb3TlE5z/4DXugeCm1xzBSw Ji+COfADJR+z7/PGSjtJbA== 0000720851-04-000006.txt : 20040128 0000720851-04-000006.hdr.sgml : 20040128 20040128163448 ACCESSION NUMBER: 0000720851-04-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040128 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040128 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: 04549615 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 FORM 8K EDS AND PRIVATE PLACEMENT 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 January 26, 2004 - -------------------------------------------------------------------------------- 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) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. EARLY EXTINGUISHMENT OF DEBT. ------------------------------- On January 26, 2004, the Company satisfied all of its remaining obligations under a Master Lease Purchase Agreement with Electronic Data Systems Corporation early by making a payment of $2,178,764. The lease financing carried interest at a 12% annual rate, and had a remaining term of over four years. The transaction will result in the Company recording of a gain on early extinguishment of debt of $680,737 in the first quarter of 2004. PRIVATE PLACEMENT. ------------------ The Company sold 605,000 shares of its Common Stock to accredited investors in a private placement conducted during the week January 26, 2004. The shares were sold at $3.00 per share, with net proceeds to the Company, excluding expenses of the offering, of $2.76 per share. The Company is obligated, pursuant to a registration rights agreement, to register the resale of those shares by their holders. The Company has other obligations in connection with that registration, including causing the registration statement filed to remain continuously effective for two years or, if earlier, until the distribution of shares covered by the registration statement is complete and indemnifying the holders from liabilities it may incur resulting from any untrue statement or omission of a material fact in the registration statement and related documents and from other liabilities related to the registration. A copy of the press release relating to the events described above is attached as Exhibit 99.1 and incorporated herein by reference. 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 January 28, 2004. 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: January 28, 2004 EXHIBIT INDEX ------------- Exhibit Number Description -------------- ----------- 99.1 Press Release dated January 28, 2004. EX-99 3 ex99_1.txt PRESS RELEASE 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 NESTOR, INC. COMPLETES EQUITY PRIVATE PLACEMENT AND EXTINGISHMENT OF LEASE DEBT Providence, RI - January 28, 2004- Nestor, Inc. (OTC BB: NESO), the parent of Nestor Traffic Systems, Inc., a leading provider of video-based monitoring systems for traffic safety, is pleased to report that it has issued 605,000 shares of common stock at $3.00 per share in a private placement to accredited investors. The shares offered were not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Including funds raised in transactions completed in December and earlier this month, the Company has raised more than $10 million in debt and equity financings to support its continued business growth plans. In addition, on January 26, 2004, the Company retired lease financing with Electronic Data Systems Corporation early by making a final payment of $2,178,764. The lease financing carried interest at a 12% annual rate, and had a remaining term of over four years. The transaction will result in the Company recording a gain on early extinguishment of debt of approximately $680,000 in the first quarter of 2004. William Danzell, Chief Executive Officer of Nestor, Inc. stated, "Nestor's cash position and its stronger balance sheet enables Nestor to self-finance installations of all foreseeable new orders in a timely manner. The improved cash position also allows the Company to make a significant investment into the next generation of CrossingGuard which will feature high definition video cameras." Nestor Traffic Systems is the provider of CrossingGuard(R) video-based red-light enforcement solutions and services. Through patented video technology, Nestor offers a turnkey solution that helps reduce red-light violations and increase traffic safety at intersections. In addition, CrossingGuard is the only automated red-light enforcement system in the industry that offers customers Collision Avoidance, an optional safety feature that actually helps prevent intersection collisions. CrossingGuard's use of multiple videos offers municipalities an opportunity to significantly reduce red light running violations while demonstrating its commitment to fairness. Services include: intersection evaluation, equipment installation, user training and support, citation issuance and payment processing, and account management. CrossingGuard is a registered trademark of Nestor Traffic Systems, Inc. For more information, call (401) 434-5522 or visit www.nestor.com. 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, patent protection of our technology, 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----