-----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, RJWF3GitVLi8I1iVKk3/eJOx28k5CC1yhNuAR6/Bt2wHVDuYHGtUB7xlDnDqMAUp tFQWjbZK8EBv2UEYwAU3zQ== 0000720851-04-000104.txt : 20040819 0000720851-04-000104.hdr.sgml : 20040819 20040819131538 ACCESSION NUMBER: 0000720851-04-000104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040819 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040819 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: 04985794 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 vitronic8k.txt VITRONIC ANNOUNCEMENT 8K 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 August 17, 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. EXCLUSIVE DISTRIBUTORSHIP AGREEMENT FOR SPEED ENFORCEMENT SYSTEM. --------------------------------------------------------------------------- On August 17, 2004, Nestor, Inc.'s subsidiary, Nestor Traffic Systems, Inc. (NTS) entered into an exclusive distributorship agreement with Vitronic Machine Vision Ltd., the US affiliate of Vitronic GmbH, a German corporation, that provides solutions for factory and industrial automation, quality inspection, logistics and traffic management systems. Under the terms of the agreement, NTS will have exclusive rights to market and sell Vitronic's Poliscan speed mobile and Poliscan speed throughout the United States, Canada, and Mexico, for an initial term of five years, subject to minimum annual sales goals. 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 August 19, 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: August 19, 2004 EXHIBIT INDEX ------------- Exhibit Number Description -------------- ----------- 99.1 Press release dated August 19, 2004 EX-99 2 vitronicpressrel.txt EX. 99.1 (VITRONIC 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 Chief Executive Officer Nestor Traffic Systems, Inc. (401) 434-5522 hebborn@nestor.com NESTOR TRAFFIC SYSTEMS, INC ENTERS INTO EXCLUSIVE DISTRIBUTORSHIP AGREEMENT FOR SPEED ENFORCEMENT SYSTEM --------------------------------------------------------------------------- PROVIDENCE, RI - August 19, 2004 - Nestor, Inc. (OTC: NESO), is pleased to announce that subsidiary Nestor Traffic Systems, Inc. (NTS) has entered into an exclusive distributorship agreement with Vitronic, a German based corporation that provides solutions for factory and industrial automation, quality inspection, logistics and traffic management systems. Under the terms of the agreement, NTS will have exclusive rights to market and sell Vitronic's PoliScan speed mobile and PoliScan speed throughout the United States, Canada, and Mexico, for an initial term of five years, subject to minimum annual sales goals. PoliScan speed is a system for digital speed detection and recording. In contrast to conventional measures such as radar, light barriers, and Piezo-section, a complex installation and calibration of the system at the measurement site is not necessary. PoliScan speed can either be used as a mobile or stationary installation. An additional feature is the ability to simultaneously record and measure several vehicles in parallel lanes. Thus ambiguities and measurement errors can be reliably avoided. The system uses a high-resolution digital camera for documentation of the speeding offense, including pictures of the license plate, an overview picture, as well as the image of the driver where required. William B. Danzell, Chief Executive Officer for Nestor, Inc. stated, "We are very excited to begin working with Vitronic and to be able to include their speed enforcement system in our existing product offering. Having evaluated the different technologies in the marketplace, we believe that Vitronic's PoliScan speed offers the most advanced automated speed solution currently available. As a company that is focused on providing innovative systems for traffic safety, this product is a perfect complement to our existing CrossingGuard system. Our initial marketing efforts will target school zones and construction zones. Vitronic GmbH is a leading European machine vision company, founded in 1984. Since 1999 Vitronic Machine Vision Ltd. has been present in Louisville, KY. The company provides machine vision ID-solutions, traffic telematics, factory automationquality inspection, and human body scanning products and solutions. Milestones in its history have been the delivery of more than 400 camera systems including dimensioning and weighing for the UPS Worldport Hub in Louisville, KY (1999-2002) and an order by Toll Collect GmbH to delivermore than 1000 Truck Toll enforcement systems on German highways (2002-2003), both having been the biggest single orders ever placed in the machine vision industry. Vitronic's headquarters is located in 65189 Wiesbaden, Germany, Hasengartenstrasse 14. For more information, call ++49/611/71 52- 0(Vitronic Ltd.: (502) 964-0701) or visit www.vitronic.com Nestor, Inc., through its wholly owned subsidiary, Nestor Traffic Systems, is a 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. NTS' CrossingGuard system offers advanced digital-video technology, a unique Collision Avoidance(TM) safety feature and advanced client support capabilities. For more information, call 401-434-5522 or visit www.nestor.com. -MORE- 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. All other company and product names are trademarks or registered trademarks of their respective companies. -----END PRIVACY-ENHANCED MESSAGE-----