SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(FIRST AMENDMENT)
FORM 10-KT/A
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended December 31, 1996
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
July 1, 1996 to December 31, 1996
Commission file Number 0-12965
NESTOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3163744
(State of incorporation) (I.R.S. Employer
Identification No.)
One Richmond Square, Providence, Rhode Island 02906
(Address of principal executive offices)(Zip Code)
(401) 331-9640
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period than the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K/T or any amendment to
this Form 10-K/T. X
Exhibit Index is on Page _________
INDEX OF EXHIBITS
Exhibit Number Description of Exhibit
3.1 Certificate of Incorporation of the
Company, filed as an Exhibit to the Company's
Registration Statement on Form S18, Commission
File No. 286182-B, is hereby incorporated
herein by reference.
3.2 Amendment to the Certificate of
Incorporation of the Company, dated December
5, 1985, filed as an Exhibit to the Company's
Form 8 amending the Company's Form 10-K for
the fiscal year ended June 30 1987 (the "1987
Form 8"), is hereby incorporated herein by
reference.
3.3 Amendment to the Certificate of
Incorporation of the Company, dated December
4, 1986, filed as an Exhibit to the 1987 Form
8, is hereby incorporated herein by reference.
3.4 Bylaws of the Company, as amended, filed
as Exhibit to the 1987 Form 8, is hereby
incorporated herein by reference.
4 Nestor, Inc. Incentive Stock Option Plan,
as amended, filed as an Exhibit to the
Company's Registration Statement on Form S-8,
filed May 5, 1987, is hereby incorporated
herein by reference.
10.1 Non-Exclusive Field-of-Use License
Agreement dated June 21, 1988 between the
Company and Morgan Stanley & Co. Incorporated,
filed as an Exhibit to the Company's Form 10-K
for the fiscal year ended June 30, 1988, is
hereby incorporated herein by reference.
10.2 Cooperative Marketing Agreement dated May
26, 1988 between the Company and Arthur D.
Little, Inc., filed as an Exhibit to the
Company's Form 10-K for the fiscal year ended
June 30, 1988, is hereby incorporated herein
by reference.
10.3 Lease Rider dated February 6, 1985
between Richmond Square Technology Park
Associates and the Company, filed as an
Exhibit to the Company's Report on Form 10-K
for the fiscal year ended June 30, 1986, is
hereby incorporated herein by reference.
10.4 Employment Agreement dated August 4, 1986
between the Company and Michael G. Buffa,
filed as Item 5 of the Company's Report on
Form 8-K dated September 11, 1986, is hereby
incorporated herein by reference.
10.5 Joint Venture Agreement between the
Company and Oliver, Wyman & Co., dated
December 4, 1986, filed as an Exhibit to the
1987 Form 10-K, is hereby incorporated herein
by reference.
10.6 Employment Agreement dated as of July 1,
1989 between the Company and David Fox filed
as an Exhibit to the 1989 Form 10-K is hereby
incorporated by reference.
10.7 Employment Agreement dated as of
September 15, 1988 between the Company and
Douglas L. Reilly filed as an Exhibit to the
1989 Form 10-K is hereby incorporated by
reference.
10.8 Memorandum dated January 1, 1989
regarding stock bonus plan for Douglas L.
Reilly filed as an Exhibit to the 1989
Form 10-K is hereby incorporated by reference.
10.9 Amendment to Joint Venture Agreement
dated May 8, 1990 between the Company and
Oliver, Wyman & Co. filed as an Exhibit to the
1992 Annual Report on Form 10-K is hereby
incorporated by reference.
10.10 License Agreement dated October 26,
1990 by and between the Company and Sligos, S.
A. filed as an Exhibit to the Company's 1992
Annual Report on Form 10-K is hereby
incorporated by reference.
10.11 Supplemental License Agreement dated
September 9, 1991 by and between the Company
and Sligos, S. A., filed as an Exhibit to the
Company's 1992 Annual Report on Form 10-K, is
hereby incorporated by reference.
10.12 NestorWriterT License and
Development Agreement dated September 11, 1991
between the Company and Poqet Computer
Corporation.
10.13 License Agreement for Product
Development and Marketing dated October 30,
1990 between the Company and Lyonnaise des
Eaux-Dumez.
10.14 Software Development Agreement dated
October 30, 1990 between the Company and
Lyonnaise des Eaux-Dumez.
10.15 License Agreement dated November 27,
1990 between the Company and Atari
Corporation.
10.16 License Agreement for Product
Development and Marketing dated March 18, 1991
between the Company and Dassault Electronique.
10.17 Agreement of Purchase and Sale dated
August 16, 1991 between the Company and
Diversified Research Partners filed as Item 5
of the Company's report on Form 8-K dated
August 21, 1991 is hereby incorporated herein
by reference.
10.18 License Agreement dated October 15,
1993, between the Company and Intel
Corporation filed as an Exhibit to the
Company's 1994 Annual Report on Form 10-K is
hereby incorporated by reference.
10.19 Exclusive Marketing Agreement dated
April 7, 1994, between the Company and Intel
Corporation filed as an Exhibit to the
Company's Current Report on Form 8-K dated
April 7, 1994, is hereby incorporated by
reference.
10.20 Securities Purchase Agreement dated
August 1, 1994, between the Company and
Wand/Nestor Investments L.P. ("Wand") filed as
Item 5 of the Company's report on Form 8-K
dated August 8, 1994, is hereby incorporated
herein by reference.
10.21 Standby Financing and Purchase
Agreement dated as of March 16, 1995 between
the Company and Wand, filed as an Exhibit to
the Company's Current Report on Form 8-K dated
March 16, 1995, is hereby incorporated by
reference.
10.22 First Amended and Restated Standby
Financing and Purchase Agreement dated June
30, 1995 between the Company and Wand, filed
as an Exhibit to the Company's Current Report
on Form 8-K dated July 7, 1995, is hereby
incorporated by reference.
10.23 Amendment Agreement dated December
20, 1994 between the Company and Sligos, S.A.,
filed as an Exhibit to the Company's
Registration Statement on Form S-2, Commission
File No. 33-93548, is hereby incorporated
herein by reference.
10.24 Technology Development Subcontract
dated December 20, 1994, between the Company
and Alta Technology Corporation, filed as an
Exhibit to the Company's Registration
Statement on Form S-2, Commission File No. 33-
93548, is hereby incorporated herein by
reference.
10.25 Agreements between the Company and
Europay International S.A. ("Europay")
consisting of: (i) Fraud Study Agreement dated
August 3, 1993, together with appendices and
exhibits thereto; (ii) Confidentiality
Agreement dated August 3, 1993; (iii) Nestor
Fraud Detection System User License dated
September 21, 1994; (iv) Source Code Addendum
to Nestor Fraud Detection System User License,
dated September 22, 1994; and (v) Memorandum
of Understanding dated May 5, 1995, filed as
an Exhibit to the Company's Registration
Statement on Form S-2, Commission File No. 33-
93548, is hereby incorporated herein by
reference.
10.26 Lease of executive offices of the
Company, together with the most recent rider
thereto, filed as an Exhibit to the Company's
Registration Statement on Form S-2, Commission
File No. 33-93548, is hereby incorporated
herein by reference.
10.27 Non-Exclusive License Agreement
between the Company and International Business
Machines Corporation, filed as an Exhibit to
the Company's Current Report on Form 8-K dated
January 30, 1996, is hereby incorporated by
reference.
10.28 Securities Purchase and Exchange
Agreement between the Company and Wand/Nestor
Investments L.P., filed as an Exhibit to the
Company's Current Report on Form 8-K dated
January 30, 1996, is hereby incorporated by
reference.
10.29 Securities Purchase Agreement
between the Company and Wand/Nestor
Investments L.P., filed as an Exhibit to the
Company's Current Report on Form 8-K dated
March 7, 1996, is hereby incorporated by
reference.
10.30 Asset Purchase Agreement and License
Agreement between the Company and National
Computer Systems, Inc., filed as an Exhibit to
the Company's Current Report on Form 8-K dated
June 11, 1996, is hereby incorporated by
reference.
10.31 Prism Non-Exclusive License
Agreement between the Company and Applied
Communications, Inc., filed as an Exhibit to
the Company's Current Report on Form 8-K dated
September 19, 1996, is hereby incorporated by
reference. Portions of the Exhibit omitted,
pursuant to a grant of confidential treatment.
22 Subsidiaries of the Company, filed as an
Exhibit to the 1987 Form 10-K, is hereby
incorporated herein by reference.
23 Consent of Gassman, Rebhun & Co. with
respect to the Consolidated Financial
Statements and Schedules of Nestor, Inc.
included in the Form 10-K/T for the year ended
December 31, 1996.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
the report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NESTOR, INC.
(Registrant)
/s/David Fox, President and CEO
Date: May 16, 1997
Exhibit 23
Consent of Gassman, Rebhun & Co., P.C., Independent Auditors
We consent to the incorporation by reference in the annual report
(Form 10-K/T) pertaining to Nestor, Inc. of our independent
auditor's report dated September 6, 1996 to be included in the
annual report (Form 10-K/T) for the period ended December 31,
1996.
/S/ Gassman, Rebhun & Co., P.C.
New York, New York
March 31, 1997
