Nestor 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 3, 2006
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
42 Oriental Street; Third Floor, Providence, Rhode Island
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On July 3, 2006, Nestor, Inc., a Delaware corporation (the “Company”), entered into restricted stock agreements with George L. Ball, Albert H. Cox, Jr., Terry E. Fields and David N. Jordan, each a non-employee director of the Registrant elected at the annual meeting of stockholders held in 2005. Pursuant to those agreements, each of Messrs. Ball, Cox, Fields and Jordan received 5,000 shares of the Company’s common stock in consideration of his services as director of the Company, subject to forfeiture if he did not continue to serve until the next annual meeting. Each of Messrs. Ball, Cox, Fields and Jordan did continue to serve until the next annual meeting and, thus, the restriction on each award has lapsed.
On July 6, 2006, the Compensation Committee of the Board of Directors of the Company approved a schedule of payments to the non-employee directors of the Company for their attendance at meetings of the Board of the Company and Committees thereof. Pursuant to the approved schedule:
other committee chairs shall receive $750, and other members of other committees shall receive $250, for each committee meeting attended.
On July 6, 2006, the Company amended its Certificate of Incorporation to increase the number of shares of common stock, par value $.01 per share, that the Company is authorized to issue from 30 million shares to 50 million shares.
At the Company’s Annual Meeting of Stockholders held on July 6, 2006, the stockholders of the Company:
Following the Annual Meeting of Stockholders, the directors of the Company met and made appointments to the Board’s Committees.
Messrs. Ball and Danzell were reappointed to the Executive Committee and Mr. Davis was appointed to the Executive Committee. Mr. Ball will serve as Chairman of the Executive Committee.
Messrs. Davis and James, and Ms. Mitchell were appointed to the Audit Committee. Mr. Davis will serve as Chairman of the Audit Committee.
Messrs. James and Petroulas, and Ms. Mitchell were appointed to the Compensation Committee. Mr. James will serve as Chairman of the Compensation Committee.
Messrs. Cox and Jordan were reappointed to the Nominations Committee and Messrs. Silzer and Davis were appointed to the Nominations Committee. Mr. Silzer will serve as Chairman of the Nominations Committee.
The Board re-elected Mr. Ball as Chairman of the Company.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.