content: UNITED STATES
                         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
  
  
  
                                   August 31, 2005
  --------------------------------------------------------------------------------
                  Date of Report (Date of earliest event reported)
  
                                    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)               (IRS employer identification number)
  
  
                          400 MASSASOIT AVENUE, SUITE 200
                        EAST PROVIDENCE, RHODE ISLAND 02914
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (401) 434-5522
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                       Not Applicable
  --------------------------------------------------------------------------------
                (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 (see General Instruction A.2. below):
  
    [ ]   Written communications pursuant to Rule 425 under the Securities Act (17
          CFR 230.425)
  
    [ ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)
  
    [ ]   Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))
  
    [ ]   Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))
  
  
  
  
  <PAGE>
  
  ITEM    1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
          PUCHASE AND SALE AGREEMENT
  
          On August 31, 2005, we entered into a purchase and sale  agreement  with
  Transol  Holdings  Pty  Limited  (ACN  100  078   046)(receivers   and  managers
  appointed)("Transol  Holdings"),  Transol  PTY  Limited  (ABN  65 095  538  828)
  (receivers and managers appointed)  ("Transol PTY"), Transol Corporation Limited
  (ABN 73 089 224 402) (receivers and managers appointed) ("Transol Limited",  and
  together with its  subsidiariers,  "Transol"),  and Alleasing  Finance Australia
  Limited  (ABN 94 003 421 136)  ("Alleasing")  pursuant  to  which  we  purchased
  certain  assets of Transol and its  Australian  and US  subsidiaries  related to
  Transol's red light enforcement business, including assets leased by Transol USA
  Inc.  ("Transol  USA"),  Transol  Holding's  indirect  U.S.   subsidiary,   from
  Alleasing.  Alleasing  held a security  interest in all of the assets of Transol
  USA and sold us the acquired  assets in a foreclosure  sale.  Transol was one of
  our competitors in the automated traffic enforcement business.
  
          The assets purchased include:
  
          o Contracts to provide automated red light enforcement services in eight
            US cities at an aggregate of 53 approaches,  of which approximately 34
            are fully installed and operating
  
          o Equipment  located at the  contracted  approaches  used for  providing
            automated red light enforcement services
  
          o Transol's  intellectual  property,  including one U.S., one Australian
            and  one  international   patent  application  (each  related  to  the
            technology  underlying  their  red  light  enforcement  services,  the
            Transol  website,  computer  source code for  Transol's  products  and
            services and all other  "technical  know how," except that relating to
            Transol's  automated driver's licensing testing business (the "Testing
            Business").
  
          o Inventory,  work in process, accounts receivable and unbilled contract
            revenue related to Transol's red light enforcement services.
  
          o The  goodwill of the  Transol  business,  except that  relating to the
            Testing Business
  
          Under the  agreement,  the  sellers  were  obligated  to  terminate  the
  "Transol Group" trade name registration.
  
          The  purchase  price  we paid for the  acquired  assets  is $2  million,
  subject  to  reduction  for any liens on the  assets  acquired  and  subject  to
  reduction if any of the assigned  contracts are  terminated  before  January 16,
  2006 by the cities  because of their  assignment to us or that are terminated by
  January 16, 2005 pursuant to termination for convenience  rights that cities may
  have under the  contracts.  The price  reduction for any contracts so terminated
  will be $50,000 per  installed  approach  and $20,000 per  uninstalled  approach
  ($10,000 in the case of approaches in Riverdale Park, MD). In addition,  we will
  receive a price  reduction of $20,000 per  unapproved  approach  ($10,000 in the
  case of approaches in Riverdale Park, MD) for each unapproved approach for which
  we do not receive municipal  authorization by January 15, 2006 to go forward and
  for  which  we  did  not  receive  a  price  reduction  because  of  a  contract
  termination.
  
          Of the purchase  price,  we paid  $216,801.06 to Transol PTY at closing.
  The balance of the purchase  price,  $1,783,198.94,  was  deposited in an escrow
  account at U.S. Bank National Association.  Of that $1,783,198.94,  $200,000 had
  been previously paid as a deposit and $1,583,198.94 was deposited at closing. On
  January 16, 2006,  the purchase  price due after  adjustment,  together with any
  interest accrued,  shall be paid to Transol PTY and the balance, if any, will be
  returned to us. Some funds will be released earlier from the escrow account upon
  release of identified liens, upon our receiving  affirmative statement from each
  contracting  city that that city will not terminate the contract  because of its
  assignment to us and will waive its rights to terminate for  convenience  before
  January 16, 2006, and upon our receiving municipal  authorization before January
  16, 2006 to go forward with unapproved approaches.  Funds released early will be
  in the amount of any release of an identified lien and, if we receive consent to
  
  <PAGE>
  
  the assignment of a contract to us, waiver of the city's rights to terminate for
  convenience  before  January  16,  2006,  if  any,  and any  required  municipal
  authorization  for  unapproved  approaches,  in the  amount  of 50% of the price
  reduction  to which we would have been  entitled  if we had not  received  those
  consents, waivers and authorizations.
  
          We have an obligation to use commercially  reasonable  efforts to obtain
  consents to the  assignment  of the  contracts,  the waiver of city's  rights to
  terminate for convenience  before January 16, 2006 and municipal  authorizations
  for unapproved intersections.
  
          We also entered into a Transition  Services  Agreement  with Transol USA
  pursuant to which we will be able to use their Tempe, AZ warehouse until October
  31, 2005 and their  Phoenix,  AZ office until  December 31, 2005, as well as the
  services of some of their employees and consultants  until December 31, 2005. We
  will pay Transol  USA's direct costs for the services  that we receive under the
  Transition Services Agreement.  We intend to convert the existing  installations
  to our  systems  and  technology.  We do not  intend  to use  the  Transol  name
  following the transition period.
  
  
  
  
                                     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.
  
  
                                         NESTOR, INC.
                                         (Registrant)
  
  
  
                                         By: /s/ Harold A. Joannidi
                                            --------------------------------------
                                            Harold A. Joannidi
                                            Treasurer and Chief Financial Officer
  
  
  Dated:     September 7, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8ktransol.txt", "description": "TRANSOL PURCHASE AND SALE AGREEMENT", "secsgml_size_bytes": 8831}]
metadata_filer: {"company-data": {"conformed-name": "NESTOR INC", "cik": "0000720851", "assigned-sic": "7372", "irs-number": "133163744", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12965", "film-number": "051073214"}, "business-address": {"street1": "400 MASSASOIT AVE", "street2": "STE 200", "city": "PROVIDENCE", "state": "RI", "zip": "02914", "phone": "4014345522"}, "mail-address": {"street1": "400 MASSASOIT AVE", "street2": "STE 200", "city": "PROVIDENCE", "state": "RI", "zip": "02914"}}
text: UNITED STATES
                         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
  
                                   August 31, 2005
  --------------------------------------------------------------------------------
                  Date of Report (Date of earliest event reported)
  
                                    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)               (IRS employer identification number)
  
                          400 MASSASOIT AVENUE, SUITE 200
                        EAST PROVIDENCE, RHODE ISLAND 02914
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (401) 434-5522
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                       Not Applicable
  --------------------------------------------------------------------------------
                (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 (see General Instruction A.2. below):
  
    [ ]   Written communications pursuant to Rule 425 under the Securities Act (17
          CFR 230.425)
  
    [ ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)
  
    [ ]   Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))
  
    [ ]   Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))
  ITEM    1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
          PUCHASE AND SALE AGREEMENT
  
          On August 31, 2005, we entered into a purchase and sale  agreement  with
  Transol  Holdings  Pty  Limited  (ACN  100  078   046)(receivers   and  managers
  appointed)("Transol  Holdings"),  Transol  PTY  Limited  (ABN  65 095  538  828)
  (receivers and managers appointed)  ("Transol PTY"), Transol Corporation Limited
  (ABN 73 089 224 402) (receivers and managers appointed) ("Transol Limited",  and
  together with its  subsidiariers,  "Transol"),  and Alleasing  Finance Australia
  Limited  (ABN 94 003 421 136)  ("Alleasing")  pursuant  to  which  we  purchased
  certain  assets of Transol and its  Australian  and US  subsidiaries  related to
  Transol's red light enforcement business, including assets leased by Transol USA
  Inc.  ("Transol  USA"),  Transol  Holding's  indirect  U.S.   subsidiary,   from
  Alleasing.  Alleasing  held a security  interest in all of the assets of Transol
  USA and sold us the acquired  assets in a foreclosure  sale.  Transol was one of
  our competitors in the automated traffic enforcement business.
  
          The assets purchased include:
  
          o Contracts to provide automated red light enforcement services in eight
            US cities at an aggregate of 53 approaches,  of which approximately 34
            are fully installed and operating
  
          o Equipment  located at the  contracted  approaches  used for  providing
            automated red light enforcement services
  
          o Transol's  intellectual  property,  including one U.S., one Australian
            and  one  international   patent  application  (each  related  to  the
            technology  underlying  their  red  light  enforcement  services,  the
            Transol  website,  computer  source code for  Transol's  products  and
            services and all other  "technical  know how," except that relating to
            Transol's  automated driver's licensing testing business (the "Testing
            Business").
  
          o Inventory,  work in process, accounts receivable and unbilled contract
            revenue related to Transol's red light enforcement services.
  
          o The  goodwill of the  Transol  business,  except that  relating to the
            Testing Business
  
          Under the  agreement,  the  sellers  were  obligated  to  terminate  the
  "Transol Group" trade name registration.
  
          The  purchase  price  we paid for the  acquired  assets  is $2  million,
  subject  to  reduction  for any liens on the  assets  acquired  and  subject  to
  reduction if any of the assigned  contracts are  terminated  before  January 16,
  2006 by the cities  because of their  assignment to us or that are terminated by
  January 16, 2005 pursuant to termination for convenience  rights that cities may
  have under the  contracts.  The price  reduction for any contracts so terminated
  will be $50,000 per  installed  approach  and $20,000 per  uninstalled  approach
  ($10,000 in the case of approaches in Riverdale Park, MD). In addition,  we will
  receive a price  reduction of $20,000 per  unapproved  approach  ($10,000 in the
  case of approaches in Riverdale Park, MD) for each unapproved approach for which
  we do not receive municipal  authorization by January 15, 2006 to go forward and
  for  which  we  did  not  receive  a  price  reduction  because  of  a  contract
  termination.
  
          Of the purchase  price,  we paid  $216,801.06 to Transol PTY at closing.
  The balance of the purchase  price,  $1,783,198.94,  was  deposited in an escrow
  account at U.S. Bank National Association.  Of that $1,783,198.94,  $200,000 had
  been previously paid as a deposit and $1,583,198.94 was deposited at closing. On
  January 16, 2006,  the purchase  price due after  adjustment,  together with any
  interest accrued,  shall be paid to Transol PTY and the balance, if any, will be
  returned to us. Some funds will be released earlier from the escrow account upon
  release of identified liens, upon our receiving  affirmative statement from each
  contracting  city that that city will not terminate the contract  because of its
  assignment to us and will waive its rights to terminate for  convenience  before
  January 16, 2006, and upon our receiving municipal  authorization before January
  16, 2006 to go forward with unapproved approaches.  Funds released early will be
  in the amount of any release of an identified lien and, if we receive consent to
  the assignment of a contract to us, waiver of the city's rights to terminate for
  convenience  before  January  16,  2006,  if  any,  and any  required  municipal
  authorization  for  unapproved  approaches,  in the  amount  of 50% of the price
  reduction  to which we would have been  entitled  if we had not  received  those
  consents, waivers and authorizations.
  
          We have an obligation to use commercially  reasonable  efforts to obtain
  consents to the  assignment  of the  contracts,  the waiver of city's  rights to
  terminate for convenience  before January 16, 2006 and municipal  authorizations
  for unapproved intersections.
  
          We also entered into a Transition  Services  Agreement  with Transol USA
  pursuant to which we will be able to use their Tempe, AZ warehouse until October
  31, 2005 and their  Phoenix,  AZ office until  December 31, 2005, as well as the
  services of some of their employees and consultants  until December 31, 2005. We
  will pay Transol  USA's direct costs for the services  that we receive under the
  Transition Services Agreement.  We intend to convert the existing  installations
  to our  systems  and  technology.  We do not  intend  to use  the  Transol  name
  following the transition period.
  
                                     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.
  
                                         NESTOR, INC.
                                         (Registrant)
  
                                         By: /s/ Harold A. Joannidi
                                            --------------------------------------
                                            Harold A. Joannidi
                                            Treasurer and Chief Financial Officer
  
  Dated:     September 7, 2005