UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE PANDA PROJECT, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
69833F104
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4
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CUSIP No. 69833F104 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STANFORD W. CRANE, JR.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
5 SOLE VOTING POWER
NUMBER OF 2,283,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 204,860 jointly with wife
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,283,000
8 SHARED DISPOSITIVE POWER
204,860 jointly with wife
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,487,860
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ] NOT APPLICABLE
11 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.6%
12 TYPE OF REPORTING PERSON*
IN
Page 2 of 4
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CUSIP No. 69833F104 13G Page 3 of 4 Pages
UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13G
ITEM 1(A) NAME OF ISSUER: The Panda Project, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
901 Yamato Road
Boca Raton, Florida 33431
ITEM 2(A) NAME OF PERSON FILING: Stanford W. Crane, Jr.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
901 Yamato Road
Boca Raton, Florida 33431
ITEM 2(C) CITIZENSHIP: United States of America
ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(E) CUSIP NUMBER: 69833F104
ITEM 3 TYPE OF REPORTING PERSON: Not Applicable
ITEM 4 OWNERSHIP: Please see Items 5-11 of the Cover Page
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON: Not Applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY: Not Applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9 NOTICE OF DISSOLUTION GROUP: Not Applicable
ITEM 10 CERTIFICATION: Not Applicable
Page 3 of 4
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CUSIP No. 69833F104 13G Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, it
is certified that the information set forth in this statement is true, complete
and correct.
Dated: February 21, 1997
/s/ STANFORD W. CRANE, JR.
-----------------------------------
Stanford W. Crane, Jr.
Page 4 of 4
