-----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, PGF0dQGTtpfaRIJzsiq3F0tXTjgtAW7RfoJEfcbgP4jjlJAaWH4BzuatPznhoNaa 9BJTIGLOqk+bjHW7T6pPNA== 0000950172-98-000467.txt : 19980512 0000950172-98-000467.hdr.sgml : 19980512 ACCESSION NUMBER: 0000950172-98-000467 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980428 FILED AS OF DATE: 19980511 SROS: NASD SUBJECT COMPANY: 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: 4 SEC ACT: SEC FILE NUMBER: 000-12965 FILM NUMBER: 98615892 BUSINESS ADDRESS: STREET 1: ONE RICHMOND SQ CITY: PROVIDENCE STATE: RI ZIP: 02906 BUSINESS PHONE: 4013319640 MAIL ADDRESS: STREET 1: 1 RICHMOND SQUARE CITY: PROVIDENCE STATE: RI ZIP: 02906 COMPANY DATA: COMPANY CONFORMED NAME: WAND NESTOR INC CENTRAL INDEX KEY: 0001061414 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: WAND NESTOR INC STREET 2: 630 FIFTH AVENUE SUITE 2435 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 2126323795 MAIL ADDRESS: STREET 1: WAND NESTOR INC STREET 2: 630 FIFTH AVENUE SUITE 2435 CITY: NEW YORK STATE: NY ZIP: 10111 4 1 FORM 4 ( ) Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). U.S. SECURITIES AND EXCHANGE COMMISSION ____________________ WASHINGTON, D.C. 20549 | OMB APPROVAL | STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |--------------------| |OMB NUMBER:3235-0287| |EXPIRES: | | SEPTEMBER 30, 1998 | Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE | Securities Exchange Act of 1934, |BURDEN HOURS | Section 17(a) of the Public Utility |PER RESPONSE 0.5 | Holding Company Act of 1935 |____________________| or Section 30(f) of the Investment Company Act of 1940 ______________________________________________________________________________ 1. Name and Address of Reporting Person Bruce W. Schnitzer ______________________________________________________________________________ 2. Issuer Name and Ticker or Trading Symbol Nestor, Inc. (NEST) ______________________________________________________________________________ 3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY) ______________________________________________________________________________ 4. Statement for Month/Year 4/98 ______________________________________________________________________________ 5. If Amendment, Date of Original (Month/Year) ______________________________________________________________________________ 6. Relationship of reporting person to Issuer (Check all applicable) (x) DIRECTOR (x) 10% OWNER ( ) OFFICER (GIVE TITLE BELOW) ( ) OTHER (SPECIFY TITLE BELOW) _______________________________________________________ ______________________________________________________________________________ 7. Individual, or Joint/Group Filing (Check all applicable) ( ) Form filed by One Reporting Person (x) Form filed by More than One Reporting Person ============================================================================== TABLE I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Transaction 3. Transaction 4. Securities Acquired (A) 5. Amount of 6. Ownership 7.Nature of (Instr. 3) Date Code or Disposed of (D) Securities Form: Direct direct (Instr. 8) (Instr. 3, 4 and 5) Beneficially (D) or Beneficial (Month/ Owned at Indirect (I) Ownership Day/Year) Code V Amount (A) or (D) Price End of Month (Instr. 4) (Instr. 4) (Instr. 3 and 4) Common Stock 4/28/98 C(1) 506,158 (A) (1) Common Stock 4/28/98 C(2) 739,838 (A) (2) Common Stock 4/28/98 C(3) 1,510,749 (A) (3) 2,864,171 I By Wand I (1) Common Stock 4/28/98 C(4) 69,152 (A) (4) Common Stock 4/28/98 C(5) 212,661 (A) (5) 294,763 I By Wand II (4) Common Stock 4/28/98 C(6) 1,228,334 (A) (6) 1,303,178 I By Wand III (6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form filed by more than one reporting person, see Instruction 4(b)(v). Page 1 of 7 - - ============================================================================== TABLE II Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., Puts, Calls, Warrants, Options, Convertible securities)
1. Title of 2. Conver- 3. Transac- 4. Trans- 5. Number of 6. Date Exer- 7. Title 8. Price 9. Number 10. Owner- 11. Nature Derivative sion or tion action Derivative cisable and and of of Deri- ship of In- Security Exericse Date Code Securities Expiration Amount Deri- vative Form direct (Instr. 3) Price of (Month/ (Instr. Acquired Date (Month/ of vative Securities of Bene- Derivative Day/ 8) (A) or Dis- Day/Year) Under- Security Benefi- Deri- ficial Security Year Disposed lying (Instr. 5) cially vative Owner- of (D) Securi- Owned at Security: ship (Instr. 3, ties End of Direct (D) (Instr. 4, and 5) (Instr. Month or Indirect 4) 3 and 4) (Instr. 4) (I) Code V (A) (D) Date Expira- Title Amount Exer- tion or cisable Date Number of Shares Series F (1) 4/28/98 C 527 6/30/96 Common 506,158 0 Preferred Stock (1) Stock Series G (2) 4/28/98 C 777 6/30/96 Common 739,838 0 Preferred Stock (2) Stock Series H (3) 4/28/98 C 1,776 1/31/96 Common 1,510,749 0 Preferred Stock (3) Stock Series F (4) 4/28/98 C 72 6/30/96 Common 69,152 0 Preferred Stock (4) Stock Series H (5) 4/28/98 C 250 1/31/96 Common 212,661 0 Preferred Stock (5) Stock Series E (6) 4/28/98 C 1,444 1/31/96 Common 1,228,334 0 Preferred Stock (6) Stock
EXPLANATION OF RESPONSES: /s/ Bruce W. Schnitzer 5/11/98 _____________________________________ ________________ Bruce W. Schnitzer DATE _____________________________ ** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A). Page 2 of 7 - - Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on Pages 5-7 of this Form 4. Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST) Statement for Month/Year: 4/98 Footnotes to Form 4: (1) As reported on Table II, the amount of securities acquired consists of Common Stock acquired upon conversion of Series F Preferred Stock by Wand/Nestor Investments L.P., ("Wand I"), a limited partnership of which Mr. Schnitzer is a limited partner. The general partner of Wand I is Wand (Nestor) Inc. ("WNI"), a corporation which is 66% owned by Mr. Schnitzer. In addition, Mr. Schnitzer holds a 66% interest in Wand Partners (S.C.) Inc. ("WPI") which owns, as general partner, a 49.99% interest in Wand Partners L.P. ("WPLP"). Pursuant to the Wand I partnership agreement, WPLP, which holds a .1% interest in Wand I, has a carried interest in certain partnership distributions. Mr. Schnitzer, WNI, WPI and WPLP disclaim beneficial ownership of the shares held by Wand I except to the extent of his or its "pecuniary interest." The stock conversion occurred in connection with an equity issuance by the issuer to a third party on April 28, 1998. The Series F Preferred Stock has a stated value of $1,000 per share. In accordance with the terms of the certificate of designation of the Series F Preferred Stock, accrued dividends through March 31, 1998 in the amount of $84,303.40 were added to the stated value of the preferred stock at the time of the conversion. The preferred stock was convertible into shares of Common Stock at a conversion price of $1.25 per share of Common Stock, valuing each share of preferred stock at its stated value (including the accrued dividends). In connection with the conversion, Wand I received an additional 17,116 shares of Common Stock from the issuer as a conversion premium. (2) As reported on Table II, the amount of securities acquired consists of Common Stock acquired upon conversion of Series G Preferred Stock by Wand I. The stock conversion occurred in connection with an equity issuance by the issuer to a third party on April 28, 1998. The Series G Preferred Stock has a stated value of $1,000 per share. In accordance with the terms of the certificate of designation of the Series G Preferred Stock, accrued dividends through March 31, 1998 in the amount of $116,525.21 were added to the stated value of the preferred stock at the time of the conversion. The preferred stock was convertible into shares of Common Stock at a conversion price of $1.25 per share of Common Stock, valuing each share of preferred stock at its stated value (including the accrued dividends). In connection with the conversion, Wand I received an additional 25,018 shares of Common Stock from the issuer as a conversion premium. (3) As reported on Table II, the amount of securities acquired consists of Common Stock acquired upon conversion of Series H Preferred Stock by Wand I. The stock conversion occurred in connection with an equity issuance by the issuer to a third party on April 28, 1998. The Series H Preferred Stock has a stated value of $1,000 per share. In accordance with the terms of the certificate of designation of the Series H Preferred Stock, accrued dividends through March 31, 1998 in the amount of $413,491.66 were added to the stated value of the preferred stock at the time of the conversion. The preferred stock was convertible into shares of Common Stock at a conversion price of $1.50 per share of Common Stock, valuing each share of preferred stock at its stated value (including the accrued dividends). In connection with the conversion, Wand I received an additional 51,088.14 shares of Common Stock from the issuer as a conversion premium. Page 3 of 7 - - Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on Pages 5-7 of this Form 4. Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST) Statement for Month/Year: 4/98 (4) As reported on Table II, the amount of securities acquired consists of Common Stock acquired upon conversion of Series F Preferred Stock by Wand/Nestor Investments II L.P., ("Wand II"). The general partner of Wand II is WNI. Pursuant to the Wand II partnership agreement, WPLP, which holds a .1% interest in Wand II, has a carried interest in certain partnership distributions. Mr. Schnitzer, WNI, WPI and WPLP disclaim beneficial ownership of the proportion of shares held by Wand II except to the extent of his or its "pecuniary interest." The stock conversion occurred in connection with an equity issuance by the issuer to a third party on April 28, 1998. The Series F Preferred Stock has a stated value of $1,000 per share. In accordance with the terms of the certificate of designation of the Series F Preferred Stock, accrued dividends through March 31, 1998 in the amount of $11,517.68 were added to the stated value of the preferred stock at the time of the conversion. The preferred stock was convertible into shares of Common Stock at a conversion price of $1.25 per share of Common Stock, valuing each share of preferred stock at its stated value (including the accrued dividends). In connection with the conversion, Wand II received an additional 2,338 shares of Common Stock from the issuer as a conversion premium. (5) As reported on Table II, the amount of securities acquired consists of Common Stock acquired upon conversion of Series H Preferred Stock by Wand II. The stock conversion occurred in connection with an equity issuance by the issuer to a third party on April 28, 1998. The Series H Preferred Stock has a stated value of $1,000 per share. In accordance with the terms of the certificate of designation of the Series H Preferred Stock, accrued dividends through March 31, 1998 in the amount of $58,205.47 were added to the stated value of the preferred stock at the time of the conversion. The preferred stock was convertible into shares of Common Stock at a conversion price of $1.50 per share of Common Stock, valuing each share of preferred stock at its stated value (including the accrued dividends). In connection with the conversion, Wand II received an additional 7,191 shares of Common Stock from the issuer as a conversion premium. (6) As reported on Table II, the amount of securities acquired consists of Common Stock acquired upon conversion of Series E Preferred Stock by Wand/Nestor Investments III L.P., ("Wand III"). The general partner of Wand III is WNI. Pursuant to the Wand III partnership agreement, WPLP, which holds a .1% interest in Wand III, has a carried interest in certain partnership distributions. Mr. Schnitzer, WNI, WPI and WPLP disclaim beneficial ownership of the proportion of shares held by Wand III except to the extent of his or its "pecuniary interest." The stock conversion occurred in connection with an equity issuance by the issuer to a third party on April 28, 1998. The Series E Preferred Stock has a stated value of $1,000 per share. In accordance with the terms of the certificate of designation of the Series E Preferred Stock, accrued dividends through March 31, 1998 in the amount of $336,194.79 were added to the stated value of the preferred stock at the time of the conversion. The preferred stock was convertible into shares of Common Stock at a conversion price of $1.50 per share of Common Stock, valuing each share of preferred stock at its stated value (including the accrued dividends). In connection with the conversion, Wand III received an additional 41,537 shares of Common Stock from the issuer as a conversion premium. Page 4 of 7 - - Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on Pages 5-7 of this Form 4. Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST) Statement for Month/Year: 4/98 Identities, Required Information and Signatures of Joint Filing Persons: 1. Wand/Nestor Investments L.P. c/o Wand (Nestor) Inc. 630 Fifth Avenue, Suite 2435 New York, NY 10111 WAND/NESTOR INVESTMENTS L.P. /s/ Bruce W. Schnitzer ---------------------- Signed by Bruce W. Schnitzer Chairman of Wand (Nestor) Inc., its general partner 2. Wand/Nestor Investments II L.P. c/o Wand (Nestor) Inc. 630 Fifth Avenue, Suite 2435 New York, NY 10111 WAND/NESTOR INVESTMENTS II L.P. /s/ Bruce W. Schnitzer ---------------------- Signed by Bruce W. Schnitzer Chairman of Wand (Nestor) Inc., its general partner Page 5 of 7 - - Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on Pages 5-7 of this Form 4. Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST) Statement for Month/Year: 4/98 Identities, Required Information and Signatures of Joint Filing Persons: 3. Wand/Nestor Investments III L.P. c/o Wand (Nestor) Inc. 630 Fifth Avenue, Suite 2435 New York, NY 10111 WAND/NESTOR INVESTMENTS III L.P. /s/ Bruce W. Schnitzer ---------------------- Signed by Bruce W. Schnitzer Chairman of Wand (Nestor) Inc., its general partner 4. Wand (Nestor) Inc. 630 Fifth Avenue, Suite 2435 New York, NY 10111 WAND (NESTOR) INC. /s/ Bruce W. Schnitzer ---------------------- Signed by Bruce W. Schnitzer Chairman of Wand (Nestor) Inc. Page 6 of 7 - - Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on Pages 5-7 of this Form 4. Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST) Statement for Month/Year: 4/98 Identities, Required Information and Signatures of Joint Filing Persons: 5. Wand Partners L.P. c/o Wand (Nestor) Inc. 630 Fifth Avenue, Suite 2435 New York, NY 10111 WAND PARTNERS L.P. By: Wand Partners (S.C.) Inc., general partner /s/ Bruce W. Schnitzer ---------------------- Signed by Bruce W. Schnitzer, Chairman and Treasurer of Wand Partners (S.C.) Inc. 6. Wand Partners (S.C.) Inc. c/o Wand (Nestor) Inc. 630 Fifth Avenue, Suite 2435 New York, NY 10111 WAND PARTNERS (S.C.) INC. /s/ Bruce W. Schnitzer ---------------------- Signed by Bruce W. Schnitzer, Chairman and Treasurer of Wand Partners (S.C.) Inc. Page 7 of 7 - - -----END PRIVACY-ENHANCED MESSAGE-----