content: SECURITIES AND EXCHANGE COMMISSION
                                  Washington, 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) February 1, 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 changedsince last report.)
  
  
  
  
  <PAGE>
  
  
  Item 5. Other Events.
  
            Nestor,  Inc. ("Nestor") and ACI Worldwide Inc. ("ACI") entered into a
            License  Agreement dated and effective as of February 1, 2001 pursuant
            to which Nestor granted to ACI a world-wide, perpetual, non-revocable,
            non-transferable  and  non-exclusive  license (the  "License")  in the
            field of use of fraud detection (including money laundering detection)
            in  electronic  payments.  ACI may  brand,  customize  and  extend the
            Software  Products  as  defined  in the  License  as  well  as use the
            software  Programs as a development  platform to develop new functions
            and new  end-user  products or  applications  subject to the terms and
            conditions  of the  License.  Under the terms of the  License ACI will
            also  license the source  code,  pay initial  and  guaranteed  minimum
            license fees during the first year in the aggregate of $1,576,650  and
            in addition an ongoing  license fee of 15% for license and maintenance
            (however  denominated) of the Software Products from sub-licensing the
            Software  Products or  software  containing  any part of the  Software
            Products, provided however, for purposes of calculating the amount due
            Nestor  in any  individual  sublicense,  ACI shall  not  consider  any
            discount of the list price of the Software  Program as provided for in
            Paragraph 1.5 of the License. The License granted is for products that
            presently constitute a substantial portion of the present gross income
            of Nestor.
  
  Item 7. Financial Statements and Exhibits.
  
          (c)    Exhibits.
  
                 A.   License Agreement dated and effective as of February 1, 2001
                      between ACI Worldwide  Inc. as Licensee and Nestor,  Inc. as
                      Licensor.
  
  
  
  <PAGE>
  
  
                                     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:    February 9, 2001
                                                 NESTOR, INC.
  
  
  
                                                 By:  /s/ David Fox
                                                    -----------------------------
                                                    David Fox, President and
                                                    Chief Executive Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 4029}]
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": "1531485"}, "business-address": {"street1": "ONE RICHMOND SQ", "city": "PROVIDENCE", "state": "RI", "zip": "02906", "phone": "4013319640"}, "mail-address": {"street1": "1 RICHMOND SQUARE", "city": "PROVIDENCE", "state": "RI", "zip": "02906"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                  Washington, 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) February 1, 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 changedsince last report.)
  Item 5. Other Events.
  
            Nestor,  Inc. ("Nestor") and ACI Worldwide Inc. ("ACI") entered into a
            License  Agreement dated and effective as of February 1, 2001 pursuant
            to which Nestor granted to ACI a world-wide, perpetual, non-revocable,
            non-transferable  and  non-exclusive  license (the  "License")  in the
            field of use of fraud detection (including money laundering detection)
            in  electronic  payments.  ACI may  brand,  customize  and  extend the
            Software  Products  as  defined  in the  License  as  well  as use the
            software  Programs as a development  platform to develop new functions
            and new  end-user  products or  applications  subject to the terms and
            conditions  of the  License.  Under the terms of the  License ACI will
            also  license the source  code,  pay initial  and  guaranteed  minimum
            license fees during the first year in the aggregate of $1,576,650  and
            in addition an ongoing  license fee of 15% for license and maintenance
            (however  denominated) of the Software Products from sub-licensing the
            Software  Products or  software  containing  any part of the  Software
            Products, provided however, for purposes of calculating the amount due
            Nestor  in any  individual  sublicense,  ACI shall  not  consider  any
            discount of the list price of the Software  Program as provided for in
            Paragraph 1.5 of the License. The License granted is for products that
            presently constitute a substantial portion of the present gross income
            of Nestor.
  
  Item 7. Financial Statements and Exhibits.
  
          (c)    Exhibits.
  
                 A.   License Agreement dated and effective as of February 1, 2001
                      between ACI Worldwide  Inc. as Licensee and Nestor,  Inc. as
                      Licensor.
  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:    February 9, 2001
                                                 NESTOR, INC.
  
                                                 By:  /s/ David Fox
                                                    -----------------------------
                                                    David Fox, President and
                                                    Chief Executive Officer