-----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, J7WvH71dgGCWeZEG49xt+Ghtcy2GE6NQrhL2MuyjvqHw62Hx9eTzEWjMmWgbMiv/ TG7ExmZXE2pEC4ycqywD0Q== 0000720851-06-000022.txt : 20060418 0000720851-06-000022.hdr.sgml : 20060418 20060418170245 ACCESSION NUMBER: 0000720851-06-000022 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-112359 FILM NUMBER: 06765281 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 POS AM 1 postamendment4_18.htm POST EFFECTIVE AMENDMENT (REGISTRATION STATEMENT 333-112359) Post Effective Amendment (Registration Statement 333-112359)
As filed with the Securities and Exchange Commission on April 18, 2006
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 2 TO
 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
NESTOR, INC.
(Exact name of registrant as specified in its charter)

 
Delaware
(State or other jurisdiction of incorporation or organization)
13-3163744
(I.R.S. Employer Identification No.)

42 Oriental Street
Providence, Rhode Island 02908
(401) 274-5658
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
William B. Danzell
Chief Executive Officer
Nestor, Inc.
42 Oriental Street
Providence, Rhode Island 02908
(401) 274-5658
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
Benjamin M. Alexander, Esq.
Vice President and General Counsel
Nestor, Inc.
42 Oriental Street
Providence, Rhode Island 02908
Telephone: (401) 274-5658, extension 738
Telecopy: (401) 274-5707
 

 
Approximate date of commencement of proposed sale to public: Not applicable.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ]
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.. [ ]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
 
CALCULATION OF REGISTRATION FEE

The Registration Fee was previously calculated and paid in connection with the initial filing of this Registration Statement on January 30 , 2004.

 
Explanatory Note
 
 
Pursuant to a Registration Statement (the “Registration Statement”) on Form S-2 (File No. 333-112359), Nestor, Inc. (“Nestor”) registered for resale under the Securities Act of 1933, as amended, 2,843,000 shares of its common stock, par value $.01 per share (the “Shares”). The offering described therein has terminated. Accordingly, pursuant to Nestor’s undertaking contained in the Registration Statement, Nestor is filing this Post-Effective Amendment No. 2 to the Registration Statement to remove from registration the Shares that remain unsold under the Registration Statement as of the date of this Post-Effective Amendment No. 2.
 
 

 
 

 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island, on April 18, 2006.
 

 
     
NESTOR, INC.
       
 
By:
  
/s/ William B. Danzell
     
William B. Danzell
     
President and Chief Executive Officer

 
 
 

 
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