-----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, FHbqw+ar1UIHPf8x81/gSP4BCStvyai+nFoJTz9A+6MQvuBHbGhnktjjym9huUTA aI6zjl7kF9ULCaE+XGXPhg== 0000720851-05-000056.txt : 20050622 0000720851-05-000056.hdr.sgml : 20050622 20050622160304 ACCESSION NUMBER: 0000720851-05-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050622 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050622 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: 05910271 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 (RESIGNATION OF DIRECTORS) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 22, 2005 - -------------------------------------------------------------------------------- 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) Not Applicable - -------------------------------------------------------------------------------- (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (a) On June 22, 2005, each of James S. Bennett, Robert G. Flanders, Jr., William J. Gilbane, Jr., and Donald R. Sweitzer, each a director of Nestor, Inc. ( the "Company") notified the Company that he refused to stand for re-election to the Board of Directors at the Annual Meeting of Stockholders to be held on June 23, 2005. James S. Bennett is a member of the Audit and New Business and Government Relations Committees of the Board. Robert G. Flanders, Jr. is the Chairman of the Compensation Committee and a member of the New Business and Government Relations Committee. William J. Gilbane, Jr. is a member of the Compensation and New Business and Government Relations Committees of the Board. Donald R. Sweitzer is the Chairman of the New Business and Government Relations Committee and a member of the Compensation Committee. The Company believes that each of the directors refusing to stand for re-election did so because of fundamental disagreements with the chief executive officer concerning his management of the Company. In light of the foregoing refusals to stand for re-election, the annual meeting of stockholders scheduled for June 23, 2005 is expected to be adjourned until July 19, 2005 to allow time for supplementary proxy materials to be circulated to stockholders. Copies of letters from Messrs. Bennett, Flanders, Gilbane and Sweitzer are filed as exhibits to this Current Report on Form 8-K . ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits See Exhibit Index attached to this Current Report on Form 8-K 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/ Harold A. Joannidi -------------------------------------- Harold A. Joannidi Treasurer and Chief Financial Officer Dated: June 22, 2005 EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 17.1 Letter from James S. Bennett dated June 22, 2005 17.2 Letter from Robert G. Flanders, Jr. dated June 22, 2005 17.3 Letter from William J. Gilbane, Jr., dated June 22, 2005 17.4 Letter from Donald R. Sweitzer dated June 20, 2005 EX-17 2 ex17_1jb.txt EXHIBI 17.1 JAMES BENNETT EXHIBIT 17.1 ------------ June 22, 2005 Mr. William B. Danzell Chairman of the Board Nestor, Inc. 400 Massasoit Avenue Suite 200 East Providence, RI 02914 Dear Bill: In view of the fact that we have been unable to resolve our fundamental disagreements concerning your management of the company, this letter is to advise you that I have decided to decline to stand for re-election as a director of Nestor, Inc. at the next stockholders' meeting which is currently scheduled for June 23, 2005. Very truly yours, /s/ James S. Bennett EX-17 3 ex17_2rf.txt EXHIBIT 17.2 ROBERT FLANDERS EXHIBIT 17.2 ------------ ROBERT G. FLANDERS, JR. June 22, 2005 Mr. William B. Danzell Chairman of the Board Nestor, Inc. 400 Massasoit Avenue Suite 200 East Providence, RI 02914 Dear Bill: In view of the fact that we have been unable to resolve our fundamental disagreements concerning your management of the company, this letter is to advise you that I have decided to decline to stand for re-election as a director of Nestor, Inc. at the next stockholders' meeting which is currently scheduled for June 23, 2005. Very truly yours, /s/ Robert G. Flanders, Jr. Robert G. Flanders, Jr. EX-17 4 ex17_3wg.txt EXHIBIT 17.3 WILLIAM GILBANE EXHIBIT 17.3 ------------ Gilbane 7 Jackson Walkway Providence, RI 02903-3694 Telephone 401 456-5411 Facsimile 401 456-5454 June 22, 2005 William B. Danzell Chairman of the Board Nestor, Inc. 400 Massasoit Avenue Suite 200 East Providence, RI 02914 Dear Bill: In view of the fact that we have been unable to resolve our fundamental disagreements concerning your management of the company, this letter is to advise you that I have decided to decline to stand for re-election as a director of Nestor, Inc. at the next stockholders' meeting which is currently scheduled for June 23, 2005. Sincerely, /s/ William J. Gilbane, Jr. William J. Gilbane, Jr. President and Chief Operating Officer WJG,JR/sjm EX-17 5 ex17_4ds.txt EXHIBIT 17.4 DON SWEITZER EXHIBIT 17.4 ------------ Donald R. Sweitzer 250 Major Potter Road Warwick, RI 02886 Tel. 401-884-1387 Fax 401-884-0211 June 20, 2005 Mr. William B. Danzell Chairman of the Board Nestor, Inc. 400 Massasoit Avenue Suite 200 East Providence, RI 02914 Dear Bill: This letter is to advise you that I have decided to decline to stand for re-election as a director of Nestor, Inc. at the next stockholders' meeting which is currently scheduled for June 23, 2005. Very truly yours, /s/ Donald R. Sweitzer -----END PRIVACY-ENHANCED MESSAGE-----