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) December 10, 1996
NESTOR, INC.
(Exact name of registrant as specified in charter)
Delaware 0-12-965 13-3163744
(State of other jurisdiction (Commission IRS employer
of incorporation no.) file number) identification
One Richmond Square, Providence, Rhode Island 02906
(Address of principal executive offices)
Registrant's telephone number,
including area code: 401-331-9640
N/A
(Former name or former address, if changed since last report)
Item 4. (b) Changes in Registrant's Certifying Accountants.
The Board of Directors of Nestor, Inc. (the "Company")
approved on December 10, 1996, the appointment of Ernst & Young
L.L.P. ("Ernst & Young") to serve as the Company's independent
auditors for the fiscal period ending December 31, 1996 (see Item
8 below), and the termination of the independent accounting firm
of Gassman, Rebhun & Co., P.C. ("Gassman, Rebhun") which served
as the Company's independent accountants for the fiscal year
ended June 30, 1996 and a number of prior years.
The Company believes there were no disagreements with
Gassman, Rebhun within the meaning of Instruction 4 of Item 304
of Regulation S-K on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure in connection with the audits of the Company's
financial statements for the fiscal years ended June 30, 1996,
1995 and 1994 or for any subsequent interim period, which
disagreements, if not resolved to their satisfaction, would have
caused Gassman, Rebhun to make a reference to the subject matter
of the disagreement in connection with its reports.
The reports of Gassman, Rebhun on the Company's financial
statements for fiscal years 1996, 1995 and 1994 or for any
subsequent interim period did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles except as
follows: the fiscal 1995 and 1994 reports were modified so as to
emphasize uncertainties associated with the Company's ability to
continue as a going concern.
During the Company's two (2) most recently completed fiscal
years and through the present date, there have been no reportable
events (as defined in Item 304 (a) (1) (V) of Regulation S-K)
with Gassman, Rebhun and during such periods the Company has not
consulted with Ernst & Young regarding the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements.
A letter from Gassman, Rebhun addressed to the Securities
and Exchange Commission is included in Exhibit 16 to this Form 8-
K. Such letter states that Gassman, Rebhun agrees with the
statements made by the Company in this Item 4.
Item 8. Other Events.
The Board of Directors of the Company approved on December
10, 1996, the change in the Company's fiscal year end to December
31 from June 30 effective December 31, 1996. As a result, the
Company intends to file Form 10-K for the transition period July
1, 1996 to December 31, 1996.
EXHIBITS
The Following exhibit is filed herewith:
Exhibit No. Description
16 Letter of Gassman, Rebhun to the Securities and
Exchange Commission included herein pursuant
to the requirements of Item 304 (a) (3) of
Regulation S-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 thereunto duly authorized.
Dated: December 16, 1996 NESTOR, INC.
(Registrant)
By:
/s/ Nigel P. Hebborn
Chief Financial Officer
Exhibit 16
Gassman, Rebhun & Co., P.C.
Certified Public Accountants
Suite 5220
Empire State Building
350 Fifth Avenue
New York, NY 10118-5297
(212-239-1280
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Nestor, Inc. and on
September 6, 1996 we reported on the consolidated financial
statements of Nestor, Inc. as of and of the two years ended June
30, 1996. On December 10, 1996, we were dismissed as principal
accountants of Nestor, Inc. We have read Nestor, Inc. statements
included under Item 4 of its Form 8-K dated December 16, 1996,
which we understand will be filed with the Commission, and we
agree with such statements.
Very truly yours,
/s/ Gassman, Rebhun & Co., P.C.
New York, New York
December 16, 1996
