-----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, RVy1zRGPgqyYylu/YuAVNkFZf8mfIdqlXm4FkPEhTvPrYai7sWqq9wrQiOc/eex0 afh/7gHsKABaBOl+1jhfTQ== 0000720851-06-000014.txt : 20060308 0000720851-06-000014.hdr.sgml : 20060308 20060308171631 ACCESSION NUMBER: 0000720851-06-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060308 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 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: 06673990 BUSINESS ADDRESS: STREET 1: 42 ORIENTAL STREET STREET 2: THIRD FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02908 BUSINESS PHONE: 4012745658 MAIL ADDRESS: STREET 1: 42 ORIENTAL STREET STREET 2: THIRD FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02908 8-K 1 form8k.txt FORM 8K (REDUCTION IN STAFF AND SALARY) 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 Date of Report (Date of earliest event reported): March 6, 2006 - -------------------------------------------------------------------------------- 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) 42 Oriental Street; Third Floor, Providence, Rhode Island - -------------------------------------------------------------------------------- (Address of principal executive offices) (401) 274-5658 - -------------------------------------------------------------------------------- (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: [ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 6, 2006, Nestor, Inc., a Delaware corporation (with its subsidiaries, the "Registrant"), amended the four employment agreements that it has with its executive officers. Each agreement was amended to reduce the minimum salary payable thereunder by 10%. Before the amendments, the salary of each of the four executive officers was the minimum salary under his employment agreement and the salary of each executive officer has been reduced to the new minimum allowed by each amendment. The reductions in the salaries of the four executive officers were part of a program of cost reductions instituted by the Registrant that included reducing the salaries of most employees of the Registrant and terminating 9 employees. The specific agreements amended are o the Employment Agreement, dated October 13, 2004, between the Registrant and William B. Danzell, the Registrant's President and Chief Executive Officer, which was amended to provide for a minimum salary of $225,000 o the Employment Agreement, dated October 13, 2004, between the Registrant and Nigel P. Hebborn, the Registrant's Treasurer and Chief Financial Officer, which was amended to provide for a minimum salary of $180,000 o the Employment Agreement, dated March 29, 2005, between the Registrant and Tadas A. Eikinas, the Registrant's Chief Operating Officer, which was amended to provide for a minimum salary of $157,500 o the Employment Agreement, dated March 29, 2005, between the Registrant and Benjamin M. Alexander, the Registrant's Chief Operating Officer, which was amended to provide for a minimum salary of $148,500 ITEM 8.01. OTHER EVENTS On March 6, 2006, Registrant instituted a program of cost reductions that included reducing the salaries of most employees of the Registrant and terminating 9 employees. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Exhibit 10.1 Letter agreement from William B. Danzell to Nestor, Inc. dated March 6, 2006 10.2 Letter agreement from Nigel P. Hebborn to Nestor, Inc. dated March 6, 2006 10.3 Letter agreement from Tadas A. Eikinas to Nestor, Inc. dated March 6, 2006 10.4 Letter agreement from Benjamin M. Alexander to Nestor, Inc. dated March 6, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NESTOR, INC. By: /s/ Nigel P. Hebborn --------------------------------- Nigel P. Hebborn Treasurer & Chief Financial Officer Date: March 8, 2006 EX-10 2 ex10_1danzell.txt EXHIBIT 10.1 (WILLIAM DANZELL) NESTOR, INC. EXHIBIT 10.1 ------------ 6 March 2006 Nestor, Inc. 42 Oriental Street Providence, Rhode Island 02908 Attention: Chairman of the Board Ladies and Gentlemen: Reference is made to that certain Employment Agreement between Nestor, Inc. and myself dated October 13, 2004. Notwithstanding anything therein to the contrary, I agree that my minimum salary thereunder shall be $225,000. Very truly yours, /s/ William B. Danzell - --------------------------------- William B. Danzell Agreed and accepted: NESTOR, INC. By: /s/ Nigel P. Hebborn - --------------------------------- Nigel P. Hebborn Treasurer and Chief Executive Officer 42 Oriental Street, Providence, RI 02908 TEL: 401-274-5658 FAX: 401-274-5707 WWW.NESTOR.COM EX-10 3 ex10_2hebborn.txt EXHIBIT 10.2 (NIGEL HEBBORN) NESTOR, INC. EXHIBIT 10.2 ------------ 6 March 2006 Nestor, Inc. 42 Oriental Street Providence, Rhode Island 02908 Attention: Chairman of the Board Ladies and Gentlemen: Reference is made to that certain Employment Agreement between Nestor, Inc. and myself dated October 13, 2004. Notwithstanding anything therein to the contrary, I agree that my minimum salary thereunder shall be $180,000. Very truly yours, /s/ Nigel P. Hebborn - --------------------------------- Nigel P. Hebborn Agreed and accepted: NESTOR, INC. By: /s/ Tadas A. Eikinas - --------------------------------- Tadas A. Eikinas Chief Operating Officer 42 Oriental Street, Providence, RI 02908 TEL: 401-274-5658 FAX: 401-274-5707 WWW.NESTOR.COM EX-10 4 ex10_3eikinas.txt EXHIBIT 10.3 (TADAS EIKINAS) NESTOR, INC. EXHIBIT 10.3 ------------ 6 March 2006 Nestor, Inc. 42 Oriental Street Providence, Rhode Island 02908 Attention: Chairman of the Board Ladies and Gentlemen: Reference is made to that certain Employment Agreement between Nestor, Inc. and myself dated March 29, 2005. Notwithstanding anything therein to the contrary, I agree that my minimum salary thereunder shall be $157,500. Very truly yours, /s/ Tadas A. Eikinas - --------------------------------- Tadas A. Eikinas Agreed and accepted: NESTOR, INC. By: /s/ Nigel P. Hebborn - --------------------------------- Nigel P. Hebborn Chief Operating Officer 42 Oriental Street, Providence, RI 02908 TEL: 401-274-5658 FAX: 401-274-5707 WWW.NESTOR.COM EX-10 5 ex10_4alexander.txt EXHIBIT 10.4 (BENJAMIN ALEXANDER) NESTOR, INC. EXHIBIT 10.4 ------------ 6 March 2006 Nestor, Inc. 42 Oriental Street Providence, Rhode Island 02908 Attention: Chairman of the Board Ladies and Gentlemen: Reference is made to that certain Employment Agreement between Nestor, Inc. and myself dated March 29, 2005. Notwithstanding anything therein to the contrary, I agree that my minimum salary thereunder shall be $148,500. Very truly yours, /s/ Benjamin M. Alexander - --------------------------------- Benjamin M. Alexander Agreed and accepted: NESTOR, INC. By: /s/ Nigel P. Hebborn - --------------------------------- Nigel P. Hebborn Chief Operating Officer 42 Oriental Street, Providence, RI 02908 TEL: 401-274-5658 FAX: 401-274-5707 WWW.NESTOR.COM -----END PRIVACY-ENHANCED MESSAGE-----