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): JULY 15, 1996
THE PANDA PROJECT, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-24030 65-0323354
(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
5201 CONGRESS AVENUE, C-100
BOCA RATON, FLORIDA 33487
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 994-2300
-------------------------------
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
The Panda Project, Inc. (the "Company") has completed a private
placement of approximately 1,100,000 shares of its Common Stock for aggregate
proceeds of approximately $10 million. The purchasers in the private placement
will also receive warrants to purchase an aggregate of approximately 1,100,000
shares of Common Stock at an exercise price of $11.00 per share. The Company
plans to use the proceeds of the private placement for working capital and for
continuation of research and development related to its computer and
semiconductor technologies. The securities issued in the private placement have
not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements.
<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.
THE PANDA PROJECT, INC.
By: /S/ C. DARYL HOLLIS
_______________________
C. Daryl Hollis
Dated: July 18, 1996 Chief Financial Officer
