-----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, E2p7fJZKPHpGBYOWQT1v+suXBqCCJ/6ND9pmnEQzMVpnkbqWZ66pyJBkDCvaA8OY YRMXRy+5dTUTOGbblFU+eQ== 0000720851-04-000090.txt : 20040727 0000720851-04-000090.hdr.sgml : 20040727 20040723170628 ACCESSION NUMBER: 0000720851-04-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040723 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: 04929444 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 (CLARIFICATION OF CEO'S STATEMENTS) UNITED STATES 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 July 13, 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. CLARIFICATION OF CEO'S STATEMENTS. ---------------------------------- On July 13, 2004, William B. Danzell, President & Chief Executive Officer of Nestor, Inc. (OTC: NESO), gave an interview to WallSt.net discussing Nestor and its business. In connection with that interview, Nestor wishes to clarify that neither the company, nor its subsidiary, Nestor Traffic Systems, Inc., currently offers a mobile speed detection product. Nestor is currently engaged in discussions with manufacturers of mobile speed detection products, with the objective of securing distribution rights to such a product, but there can be no assurance that the company will be able to obtain distribution rights. To date, there have been no agreements or understandings reached with any manufacturer of mobile speed detection products. In addition, Mr. Danzell's statement during the interview that the company's current cash position was "approximately $4 million" referred to the amount of cash, cash equivalents and marketable equity securities held by the company. A copy of the company's press release relating to the items 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 July 23, 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/ Claire M. Iacobucci -------------------------------------- Claire M. Iacobucci Treasurer and Chief Financial Officer Dated: July 23, 2004 EXHIBIT INDEX ------------- Exhibit Number Description -------------- ----------- 99.1 Press release dated July 23, 2004 EX-99 2 pressrel.txt EXHIBIT 99.1 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 (401) 434-5522 ext. 714 www.nestor.com CLARIFICATION OF CEO'S STATEMENTS IN WALLST.NET INTERVIEW PROVIDENCE, RI - July 23, 2004 - On July 13, 2004, William B. Danzell, President & Chief Executive Officer of Nestor, Inc. (OTC: NESO), gave an interview to WallSt.net discussing Nestor and its business. In connection with that interview, Nestor wishes to clarify that neither the company, nor its subsidiary, Nestor Traffic Systems, Inc., currently offers a mobile speed detection product. Nestor is currently engaged in discussions with manufacturers of mobile speed detection products, with the objective of securing distribution rights to such a product, but there can be no assurance that the company will be able to obtain distribution rights. To date, there have been no agreements or understandings reached with any manufacturer of mobile speed detection products. In addition, Mr. Danzell's statement during the interview that the company's current cash position was "approximately $4 million" referred to the amount of cash, cash equivalents and marketable equity securities held by the company. Nestor Traffic Systems' CrossingGuard(R) system offers digital-video technology, the Collision Avoidance(TM) safety feature and advanced client support capabilities. Compared to still film solutions that offer only a few images of a violation, CrossingGuard's multiple videos provide officers and court officials a complete picture of what actually happened at the intersection, enabling them to make accurate, objective decisions. 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 products incorporate Nestor's patented technology into intelligent, real-time solutions that promote traffic efficiency and intersection safety. Further information may be found at 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-----