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) January 11, 2001
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) I.R.S. Employer Identification No.)
One Richmond Square, Providence, Rhode Island 02906
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 331-9640
N/A
(Former name or former address, if changed since last report.)
Item 5. Other Events.
Nestor, Inc. ("Nestor") announced on January 11, 2001 the signing of a
Secured Note Agreement among an independent investment group, Nestor and
Nestor Traffic Systems, Inc., Nestor's 35% owned affiliate ("NTS"). The
independent investment group has agreed initially to loan NTS up to
$4,000,000, and may increase its investment in NTS, under certain conditions.
Also, an agreement in principle has been reached to combine Nestor and NTS.
If the combination is completed, the investment group will acquire, for a
total investment of $8,000,000, approximately 16,756,000 (33.34%) shares of
the common stock of Nestor; current NTS shareholders will receive
approximately 15,580,000 shares of common stock of Nestor (31%); and Nestor
shareholders, upon the combination becoming effective, would own
approximately 35.66% of the common stock of Nestor. The combination is
subject to certain conditions including a fairness opinion of the transaction
by a qualified investment company and approval by the shareholders of Nestor
and NTS.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
A. Secured Note Agreement dated as of January 9, 2001 by
and among Nestor, NTS and NTS Investors, LLC.
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 hereunto duly authorized.
Date: January 17, 2001
NESTOR, INC.
By:/s/ Nigel P. Hebborn
Nigel P. Hebborn
Chief Financial Officer
