UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NESTOR, INC.
____________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
____________________________________________________________
(Title of Class and Securities)
64107410
____________________________________________________________
(CUSIP Number of Class of Securities)
Bruce W. Schnitzer, Wand Partners Inc., 630 Fifth Avenue,
Suite 2435, New York, New York 10111
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 16, 1995
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following ( ):
Check the following box if a fee is being paid with this
Statement ( ):
SCHEDULE 13D
CUSIP NO. 64107410
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAND/NESTOR INVESTMENTS L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
2,100,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,100,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 64107410
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAND (NESTOR) INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
2,100,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,100,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 64107410
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MR. BRUCE W. SCHNITZER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
7 SOLE VOTING POWER
2,100,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,100,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22%
14 TYPE OF REPORTING PERSON*
IN
The Statement on Schedule 13D filed on August
15, 1994 with respect to the common stock, par value $.01
per share (the "Common Stock") of Nestor, Inc., a
Delaware corporation (the "Company") is hereby amended as
follows:
Item 2. Identity and Background.
Item 2 is hereby amended as follows:
The principal business address of the
Wand/Nestor Partnership, the General Partner, WPI, Mr.
Schnitzer and Mr. Callard is 630 Fifth Avenue, Suite
2435, New York, New York 10111.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby supplemented as follows:
The Company and the Wand/Nestor Partnership
entered into a Standby Financing and Purchase Agreement
dated as of March 16, 1995 (the "Standby Agreement").
The Standby Agreement, as subsequently amended on April
7, 1995, provides for the following transactions:
* Upon execution of the Standby Agreement, the
Company will pay the Wand/Nestor Partnership a
commitment fee valued at $100,000 in the form
of 100,000 shares of Company Common Stock (the
"Commitment Shares");
* Nestor will issue to the holders of Company
Common Stock and Convertible Preferred Stock,
on a record date to be established by the
Company's Board of Directors, certain rights
(the "Rights") to subscribe for and purchase
additional shares of Company Common Stock (the
"Underlying Shares") at the rate of one
Underlying Share for each five shares of
Company Common Stock owned by such holder or
into which such holder's Company Convertible
Preferred Stock may be converted. The
subscription price for each Underlying Share
will be $1.50 per share. No fractional Rights
or cash in lieu thereof will be distributed by
the Company.
* The Wand/Nestor Partnership will exercise the
200,000 Rights attributable to the 1,500 shares
of Series C Convertible Preferred Stock owned
by it in the same proportion as Rights are in
the aggregate exercised by the Company's other
stockholders.
* Upon execution of the Standby Agreement, the
Wand/Nestor Partnership extended a loan to the
Company in the aggregate principal amount of
$1,200,000 (the "Loan") with interest thereon
payable at the rate of ten percent per annum in
the form of shares of Company Common Stock
valued, for such purposes, at $1.00 per share.
* On the third business day after expiration of
the Rights, the Company will sell the
Wand/Nestor Partnership up to 2,000 shares of
Series C Convertible Preferred Stock (the "New
Series C Preferred Shares") at a purchase price
per share of $1,000. The Wand/Nestor
Partnership's commitment to purchase such New
Series C Preferred Shares will be reduced by
the amount required to exercise Rights pursuant
to its obligation under the Standby Agreement
as outlined above. The actual number of New
Series C Preferred Shares to be purchased by
the Wand/Nestor Partnership will, accordingly,
be determined by the number of Rights exercised
by the Wand/Nestor Partnership pursuant to the
Standby Agreement. In connection with the
purchase of the New Series C Preferred Shares,
the Wand/Nestor Partnership will surrender its
present Warrant to acquire 1,000,000 shares of
Company Common Stock at an exercise price of
$1.50 per share in exchange for a substitute
warrant (the "New Warrant"). The New Warrant
shall entitle the Wand/Nestor Partnership to
purchase 1,000,000 shares of Company Common
Stock and shall have terms and conditions
substantially identical to those contained in
the Warrant except that the "Warrant Price" and
purchase price per share stated therein shall
be reduced, as set forth in the following
table, in relation to the actual number of New
Series C Preferred Shares acquired by the
Wand/Nestor Partnership pursuant to the Standby
Agreement:
Revised
Warrant and
No. of New Series C Preferred Shares Purchased Purchase Price
1,700 or fewer $ .78
1,721 to 1,701 .77
1,743 to 1,722 .76
1,764 to 1,744 .75
1,786 to 1,765 .74
1,807 to 1,787 .73
1,828 to 1,808 .72
1,850 to 1,829 .71
1,871 to 1,851 .70
1,893 to 1,872 .69
1,914 to 1,894 .68
1,936 to 1,915 .67
1,957 to 1,937 .66
1,978 to 1,958 .65
2,000 to 1,979 .64
* At the closing of the purchase of the New
Series C Preferred Shares provided for in the
Standby Agreement, the Company will issue the
Wand/Nestor Partnership a warrant to acquire
700,000 shares of Company Common Stock at a
purchase price of $1.00 per share (the "Second
Fee Warrant") as compensation for the
Wand/Nestor Partnership's assistance to the
Company in connection with the rights offering,
the Loan, the issuance of the New Series C
Preferred Shares and the other transactions
contemplated by the Standby Agreement.
As contemplated by the Standby Agreement, the
Loan was extended to the Company and the Commitment
Shares were issued to the Wand/Nestor Partnership on
March 16, 1995. The Closing for the purchase of the New
Series C Preferred Shares is expected to occur on the
third business day after the date the Rights expire. The
consideration for the Loan was provided, and the
consideration for the Company Common Stock and the New
Series C Preferred Shares to be acquired pursuant to the
Rights and the terms of the Standby Agreement will be
provided, by the partners of the Wand/Nestor Partnership
as additional contributions of capital proportionate to
their partnership interest in the Wand/Nestor
Partnership.
Item 4. Purpose of the Transaction.
Item 4 is hereby supplemented as follows:
The Wand/Nestor Partnership acquired the
Commitment Shares (and will acquire the other securities
pursuant to the Standby Agreement and the Note) for
investment.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended as follows:
(a) As of the date hereof, as a result of the
relationships and stock ownership discussed above, the
Wand/Nestor Partnership, the General Partner and Mr.
Schnitzer may each be deemed, pursuant to the Exchange
Act and the rules and regulations promulgated thereunder,
to beneficially own approximately 22% of the outstanding
shares of Common Stock of the Company. Except as set
forth in this Item 5(a), none of the Filing Persons or,
to the best knowledge of the Filing Persons, Mr. Callard,
beneficially owns any shares of Company Common Stock.
Item 5(b) is hereby amended as follows:
(b) The Wand/Nestor Partnership has sole power
to vote or direct the vote and sole power to dispose or
direct the disposition of the 2,100,000 shares of Company
Common Stock beneficially owned by it as a consequence of
its ownership, of record and beneficially, of the Series
C Convertible Preferred Stock, the Warrant and the
Commitment Shares. By virtue of their relationship to
the Wand/Nestor Partnership, the General Partner and Mr.
Schnitzer may each be deemed to have concurrent indirect
power to vote or to direct the vote and to dispose or to
direct the disposition of such shares. Holders of Series
C Convertible Preferred Stock are entitled to vote on all
matters as to which shareholders of the Company are
entitled to vote, with each holder entitled to cast a
number of votes equal to the greatest number of whole
shares of Common Stock into which such holder's shares of
Series C Convertible Preferred Stock could be converted.
Item 5(c) is hereby amended as follows:
(c) On March 16, 1995, the Company and the
Wand/Nestor Partnership entered into the Standby
Agreement and the Company issued the Commitment Shares to
the Wand/Nestor Partnership. The Standby Agreement was
amended on April 7, 1995. Except for the transactions
described in this Item 5(c), none of the Filing Persons,
nor, to the best knowledge of the Filing Persons, Mr.
Callard has effected any transactions in Common Stock of
the Company during the past 60 days.
Item 6. Contracts, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
As noted in Item 3 above, the Company and the
Wand/Nestor Partnership have entered into the Standby
Agreement.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 - Standby Financing and Purchase
Agreement, dated as of March 16,
1995, between the Company and
the Wand/Nestor Partnership.
Exhibit 2 - Amendment No. 1 to Standby
Financing and Purchase
Agreement, dated as of April 7,
1995, between the Company and
the Wand/Nestor Partnership
Exhibit 3 - Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete
and correct.
Dated: April 18, 1995
WAND/NESTOR INVESTMENTS L.P.
BY: WAND (NESTOR) INC.,
as general partner
By:
Name: Bruce W. Schnitzer
Title: Chairman
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: April 18, 1995
WAND (NESTOR) INC.
By:
Name: Bruce W. Schnitzer
Title: Chairman
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this Statement is true, complete and correct.
Dated: April 18, 1995
By:
Name: Bruce W. Schnitzer
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
1 Standby Financing and Purchase
Agreement, dated as of March 16,
1995, between the Company and the
Wand/Nestor Partnership . . . . . . . . . . . .
* Exhibit A/Form of Promissory Note. . . . . . .
* Exhibit B/Form of New Warrant to acquire
1,000,000 Shares of Company Common Stock . . .
* Exhibit C/Form of Fee Warrant to acquire
700,000 shares of Company Common Stock . . . .
* Exhibit D/Form of Amended and Restated
Registration Rights Agreement, to be
entered into at the closing of the
Standby Agreement, among the Company
and certain holders of its securities,
including the Wand/Nestor Partnership . . . .
2 Amendment No. 1, dated as of April 7, 1995,
to the Standby Financing and Purchase Agree-
ment . . . . . . . . . . . . . . . . . . . . . .
3 Joint Filing Agreement . . . . . . . . . . . . .
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree
and consent to the filing of a single statement on behalf of
all of them on Schedule 13D and amendments thereto, in
accordance with the provisions of Rule 13d-1(f)(1) of the
Securities Exchange Act of 1934.
Dated: April 18, 1995
By:
Name: Bruce W. Schnitzer
WAND (NESTOR) INC.
By:
Title: Chairman
WAND/NESTOR INVESTMENTS L.P.
By: Wand (Nestor) Inc.
General Partner
By:
Name: Bruce W. Schnitzer
Title: Chairman
