SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
The Panda Project, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
69833F-10-4
(CUSIP Number of Class of Securities)
May A. Anis, C.A.
Secretary-Treasurer
Helix Investments (Canada) Inc.
70 York Street, Suite 1700
Toronto, Ontario, Canada
M5J 1S9
(416) 367-1290
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Oliver M. Budde, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
July 25, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Statement because of
Rule 13d-1(b)(3) or(4), check the following: ( )
Check the following box if a fee is being paid with this Statement: ( )
SCHEDULE 13D
CUSIP No. 69833F-10-4
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Donald C. Webster
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
AF
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
-----------------------------------------------------------------
(7) SOLE VOTING POWER
1,522,449 (including 254,348
acquirable upon exercise of
NUMBER OF Warrants)
SHARES -----------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,522,449 (including 254,348
WITH acquirable upon exercise of
Warrants)
-----------------------------------
(10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,449 (including 254,348 acquirable upon exercise of
Warrants)
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 69833F-10-4
-----------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Helix Investments (Canada) Inc.
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
AF
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-----------------------------------------------------------------
(7) SOLE VOTING POWER
1,522,449 (including 254,348
acquirable upon exercise of
NUMBER OF Warrants)
SHARES -----------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,522,449 (including 254,348
WITH acquirable upon exercise of
Warrants)
-----------------------------------
(10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,449 (including 254,348 acquirable upon exercise of
Warrants)
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
HC, CO
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SCHEDULE 13D
CUSIP No. 69833F-10-4
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Helix (PEI) Inc.
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
WC, AF
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-----------------------------------------------------------------
(7) SOLE VOTING POWER
1,522,449 (including 254,348
acquirable upon exercise of
NUMBER OF Warrants)
SHARES -----------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,522,449 (including 254,348
WITH acquirable upon exercise of
Warrants)
-----------------------------------
(10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,449 (including 254,348 acquirable upon exercise of
Warrants)
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IV, CO
-----------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 69833F-10-4
-----------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Philippi Investments Inc.
-----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------
(4) SOURCE OF FUNDS
AF, WC
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
-----------------------------------------------------------------
(7) SOLE VOTING POWER
1,325,601 (including 200,000
acquirable upon exercise of
NUMBER OF Warrants)
SHARES -----------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,325,601 (including 200,000
WITH acquirable upon exercise of
Warrants)
-----------------------------------
(10) SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,601 (including 200,000 acquirable upon exercise of
Warrants)
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.3%
-----------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IV, CO
-----------------------------------------------------------------
This filing constitutes the first electronically filed Amendment to
Schedule 13D filed by the Reporting Persons (as defined below), and
therefore restates the Schedule 13D of such Reporting Persons in its
entirety.
In July 1997, Helix (PEI) Inc. ("Helix PEI") acquired 142,500 Shares.
See Exhibit 2 hereto.
Therefore, the Schedule 13D filed by Helix PEI on February 7, 1995, as
amended by an Amendment No. 1 to Schedule 13D filed by Donald C.
Webster, Helix Investments (Canada) Inc. ("Helix Canada," and together
with Donald C. Webster, Helix PEI and Philippi Investments Ltd.
("Philippi"), the "Reporting Persons," and each a "Reporting Person") on
February 12, 1996, as amended by an Amendment No. 2 to Schedule 13D
filed by the Reporting Persons on March 12, 1996, as amended by an
Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April
15, 1996, as amended by an Amendment No. 4 to Schedule 13D filed by the
Reporting Persons on August 12, 1996, is hereby further amended and
restated in its entirety as follows:
ITEM 1. SECURITY AND ISSUER
Item 1 is restated as follows:
This Schedule 13D relates to the Common Stock, par value $.01 (the
"Shares") issued by The Panda Project, Inc. (the "Issuer"). The Issuer's
principal executive offices are located at 6421 Congress Avenue, Suite
114, Boca Raton, Florida 33847.
ITEM 2. IDENTITY AND BACKGROUND OF REPORTING PERSONS
Item 2 is restated as follows:
The persons filing this Schedule 13D are the Reporting Persons named
above. Information regarding each Reporting Person is set forth below.
Donald C. Webster's present principal occupation is as Chairman of the
Board and President of Helix Canada. The principal business and address
of Helix Canada (i.e., Mr. Webster's business address) are disclosed in
the next paragraph. Mr. Webster is a citizen of Canada.
Helix Canada is a corporation organized and existing under the laws of
Canada with its principal office and business address located at 70 York
Street, Suite 1700, Toronto, Ontario, Canada, M5J 1S9. The principal
business of Helix Canada is as an investment holding company. Donald C.
Webster is the holder of approximately 44.1% of the equity of, and
Chairman of the Board and President of, Helix Canada.
Helix PEI is a corporation organized and existing under the laws of
Canada with its principal office and business address located at 20
Great George Street, Charlottetown, Prince Edward Island, Canada, C1A
7L1. The principal business of Helix PEI is venture capital investing.
Donald C. Webster is the Chairman of the Board and President of, and
Helix Canada is the holder of 100% of the equity of, Helix PEI.
Philippi is a corporation organized and existing under the laws of
Bermuda with its principal office and business address located at 37
Church Street, Hamilton HM 12, Bermuda. The principal business of
Philippi is as an investment holding company. Helix PEI is the holder of
100% of the equity of Philippi.
Information responsive to Item 2 of Schedule 13D, as required by General
Instruction C thereof, with respect to the directors and executive
officers of Helix Canada (excluding Donald C. Webster, the "Helix Canada
Covered Persons"), the directors and executive officers of Helix PEI
(excluding Donald C. Webster, the "Helix PEI Covered Persons"), and the
directors and executive officers of Philippi (the "Philippi Covered
Persons," and together with the Helix Canada Covered Persons and the
Helix PEI Covered Persons, the "Covered Persons," and each a "Covered
Person") is contained in Exhibit 1 annexed hereto and incorporated
herein by reference. Each Helix PEI Covered Person is also a Helix
Canada Covered Person.
Helix Canada affirms that there are no persons who may be deemed to
control Helix Canada other than Donald C. Webster and the Helix Canada
Covered Persons. Helix PEI affirms that there are no persons who may be
deemed to control Helix PEI other than Donald C. Webster, Helix Canada,
the Helix Canada Covered Persons and the Helix PEI Covered Persons.
Philippi affirms that there are no persons who may be deemed to control
Philippi other than Donald C. Webster, Helix Canada, the Helix Canada
Covered Persons, Helix PEI, the Helix PEI Covered Persons and the
Philippi Covered Persons.
Since September 2, 1992, each Reporting Person and, to the knowledge of
the Reporting Persons, each Covered Person (i) has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (ii) has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is restated as follows:
The aggregate purchase price of the "Helix PEI Shares" (defined as the
142,500 Shares owned of record by Helix PEI and reported herein as being
owned by Donald C. Webster, Helix Canada and Helix PEI) was
approximately US$423,495, exclusive of commissions.
The aggregate purchase price of the "Helix PEI Warrants" (defined as the
warrants which are exercisable for the "Helix PEI Warrant Shares"
(defined as the 171,022 Shares acquirable upon exercise of the Helix PEI
Warrants, owned of record by Helix PEI and reported herein as being
owned by Donald C. Webster, Helix Canada and Helix PEI)) was
approximately US$1,509, exclusive of commissions.
The aggregate purchase price of the "Philippi Shares" (defined as the
1,125,601 Shares owned of record by Philippi and reported herein as
being owned by each Reporting Person) was approximately US$13,045,766,
exclusive of commissions.
The "Philippi Warrants" (defined as the warrants which are exercisable
for the "Philippi Warrant Shares" (defined as the 200,000 Shares
acquirable upon exercise of the Philippi Warrants, owned of record by
Philippi and reported on herein as being owned by each Reporting
Person)) were granted to Philippi in connection with a private placement
sale of Shares to Philippi.
The Helix PEI Shares were purchased by Helix PEI with working capital of
Helix PEI.
The Helix PEI Warrants were purchased by Helix PEI with working capital
of Helix PEI.
Of the Philippi Shares, 845,157 Shares were initially purchased by Helix
PEI with working capital of Helix PEI, and were thereafter transferred
to Philippi, and 280,444 Shares were purchased by Philippi with working
capital of Philippi.
Other than as set forth above, no part of the consideration used in
making purchases of Helix PEI Shares, Helix PEI Warrants or Philippi
Shares purchases was borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the Helix PEI Shares, Helix PEI
Warrants, Helix PEI Warrant Shares or Philippi Shares.
Information responsive to Item 3 of Schedule 13D, as required by General
Instruction C thereof, with respect to the Covered Persons is contained
in Exhibit 1 annexed hereto and incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is restated as follows:
With respect to all Reporting Persons, the Philippi Shares, Philippi
Warrants, Helix PEI Shares and Helix PEI Warrants were acquired as
investments. The Reporting Persons intend to monitor the investment in
the Philippi Shares, Philippi Warrants, Helix PEI Shares and Helix PEI
Warrants on a continuing basis. Any of the Reporting Persons may acquire
additional Shares, warrants or other securities of the Issuer (subject
to availability at prices deemed favorable) in the open market, in
privately negotiated transactions, by tender offer or otherwise.
Alternatively, each Reporting Person reserves the right to dispose or
cause the disposal of some or all of the Philippi Shares, Philippi
Warrants, Philippi Warrant Shares, Helix PEI Shares, Helix PEI Warrants
or Helix PEI Warrant Shares in the open market or in privately
negotiated transactions or otherwise. The possible activities of the
Reporting Persons are subject to change at any time.
With respect to the Covered Persons, to the knowledge of the Reporting
Persons, each Covered Person owning Shares (or warrants to purchase
Shares) has acquired such securities as investments. To the knowledge of
the Reporting Persons, such Covered Persons may acquire additional
shares, warrants or other securities of the Issuer (subject to
availability at prices deemed favorable) in the open market, in
privately negotiated transactions, by tender offer or otherwise.
Alternatively, each Covered Person reserves the right to dispose or
cause the disposal of some or all of the securities owned by her or him
in the open market or in privately negotiated transactions or otherwise.
The possible activities of the Covered Persons are subject to change at
any time.
None of the Reporting Persons and, to the knowledge of the Reporting
Persons, none of the Covered Persons, has any present plans or proposals
which relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is restated as follows:
As of September 2, 1997, the Reporting Persons may be deemed to
beneficially own the following Shares:
Name Amount of Shares Percentage of Class (1)
- -------------------- -------------------- -----------------------
Donald C. Webster 1,522,449 (2) 14.0%
Helix Canada 1,522,449 (3) 14.0%
Helix PEI 1,522,449 (4) 14.0%
Philippi 1,325,601 (5) 12.3%
- --------------
(begin footnotes)
(1) Based on 10,588,666 Shares outstanding on July 16, 1997, as reported
by the Issuer in its Annual Report on Form 10-K for the fiscal year
ended March 31, 1997, plus the Philippi Warrant Shares and, in each case
other than that of Philippi, the Helix PEI Warrant Shares.
(2) This amount is comprised of (i) the Helix PEI Shares, which are
owned of record by Helix PEI, (ii) the Helix PEI Warrant Shares, which
are acquirable upon exercise of the Helix PEI Warrants owned of record
by Helix PEI, (iii) the Philippi Shares, which are owned of record by
Philippi, and (iv) the Philippi Warrant Shares, which are acquirable
upon exercise of the Philippi Warrants owned of record by Philippi. As
the holder of approximately 44.1% of the equity of, and as Chairman of
the Board and President of Helix Canada, which is the owner of 100% of
the equity of Helix PEI, which is the owner of 100% of the equity of
Philippi, Helix Canada may be deemed to be a beneficial owner of the
Helix PEI Shares, the Helix PEI Warrant Shares, the Philippi Shares and
the Philippi Warrant Shares.
(3) This amount is comprised of (i) the Helix PEI Shares, which are
owned of record by Helix PEI, (ii) the Helix PEI Warrant Shares, which
are acquirable upon exercise of the Helix PEI Warrants owned of record
by Helix PEI, (iii) the Philippi Shares, which are owned of record by
Philippi, and (iv) the Philippi Warrant Shares, which are acquirable
upon exercise of the Philippi Warrants owned of record by Philippi. As
the owner of 100% of the equity of Helix PEI, which is the owner of 100%
of the equity of Philippi, Helix Canada may be deemed to be a beneficial
owner of the Helix PEI Shares, the Helix PEI Warrant Shares, the
Philippi Shares and the Philippi Warrant Shares.
(4) This amount is comprised of (i) the Helix PEI Shares, which are
owned of record by Helix PEI, (ii) the Helix PEI Warrant Shares, which
are acquirable upon exercise of the Helix PEI Warrants owned of record
by Helix PEI, (iii) the Philippi Shares, which are owned of record by
Philippi, and (iv) the Philippi Warrant Shares, which are acquirable
upon exercise of the Philippi Warrants owned of record by Philippi. As
the owner of 100% of the equity of Philippi, Helix PEI may be deemed to
be a beneficial owner of the Philippi Shares and the Philippi Warrant
Shares.
(5) This amount is comprised of the Philippi Shares, which are owned of
record by Philippi, and the Philippi Warrant Shares, which are
acquirable upon exercise of the Philippi Warrants owned of record by
Philippi.
(end footnotes)
- ---------------
Each of the Reporting Persons may be deemed to have the sole power to
vote or direct the vote and sole power to dispose or to direct the
disposition of the Shares set forth opposite its name as disclosed in
the table above.
Information responsive to Item 5 of Schedule 13D, as required by General
Instruction C thereof, with respect to the Covered Persons is contained
in Exhibit 1 annexed hereto and incorporated herein by reference.
None of the Reporting Persons have engaged in any transaction involving
Shares of the Issuer in the sixty days prior to the date of this
Amendment to Schedule 13D, except as set forth on Exhibit 2 to this
Amendment to Schedule 13D and incorporated herein by reference.
To the knowledge of the Reporting Persons, no person other than the Reporting
Persons has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares disclosed in the
table above.
Each Reporting Person declares that the filing of this Amendment to
Schedule 13D is not to be construed as an admission that such Reporting
Person is, for the purposes of Section 13 of the U.S. Securities
Exchange Act of 1934, the actual beneficial owner of any of the Shares
set forth opposite its name as disclosed in the table above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is restated as follows:
None of the Reporting Persons and, to the knowledge of the Reporting
Persons, none of the Covered Persons, is a party to any contract,
arrangement, understanding or relationship with any person with respect
to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is restated as follows:
Page No.
--------
Exhibit 1. Information with Respect to Directors and
Executive Officers of Certain Reporting
Persons 12
Exhibit 2. Information with Respect to Transactions
Effected During the Past Sixty Days 21
Exhibit 3. Filing Agreement Among the Reporting Persons 22
SIGNATURE
After reasonable inquiry and to the best of each of the Reporting
Persons' knowledge and belief, each Reporting Person certifies that the
information set forth in this statement is true, complete and correct.
Dated: September 2, 1997
/s/ Donald C. Webster
---------------------------------
Donald C. Webster
Helix Investments (Canada) Inc.
/s/ May A. Anis
-------------------------------------
May A. Anis
Secretary-Treasurer
Helix (PEI) Inc.
/s/ May A. Anis
-------------------------------------
May A. Anis
Assistant Secretary-Treasurer
Philippi Investments Ltd.
/s/ May A. Anis
-------------------------------------
May A. Anis
Treasurer and Alternate Secretary
EXHIBIT 1
INFORMATION WITH RESPECT TO DIRECTORS
AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
ITEM 2 INFORMATION.
The following sets forth as to each Helix Canada Covered Person, Helix
PEI Covered Person and Philippi Covered Person: name; present principal
occupation and name, principal business and address of the corporation
or other organization in which such employment is conducted (i.e., such
Covered Person's business address); and citizenship.
HELIX CANADA COVERED PERSONS (6)
Helix Canada Directors:
1. Christopher Anderson
Vice President, Equities and Bonds
Crown Life Insurance Company
1874 Scarth Street
Suite 1900
Regina, Saskatchewan, Canada, S4P 4B3
Canadian citizen.
2. Donald C. Armour
Investment Manager
Ontario Hydro Pension Fund
700 University Avenue
Toronto, Ontario, Canada, M5G 1X6
Canadian citizen.
3. Robert L. Brooks
Banker
The Bank of Nova Scotia
Investment Banking Division
44 King Street West
Toronto, Ontario, Canada, M5H 1H1
Canadian citizen.
- ---------------
(begin footnotes)
(6) Helix Canada Covered Persons include all directors and executive
officers of Helix Canada other than Reporting Person Donald C. Webster,
the Chairman of the Board and President of Helix Canada. For information
on Donald C. Webster, see Item 2 of this Amendment to Schedule 13D.
(end footnotes)
- ---------------
Helix Canada Directors, cont'd:
4. Tullio Cedraschi
President and Chief Executive Officer
Canadian National Railway Company
Investment Division
5 Place Ville Marie
Suite 1515
Montreal, Quebec, Canada, H3C 4T2
Canadian citizen.
5. Hugh Hallward
President
Argo Construction Inc.
4300 Jean Talon Street West
Room 300
Montreal, Quebec, Canada, H4P 1V5
Canadian citizen.
6. Michael M. Koerner
President
Canada Overseas Investments Limited
40 King Street West
Suite 5010
Toronto, Ontario, Canada, M5H 3Y2
Canadian citizen.
7. David M. Lank
Director
Dorchester Investment Council
Suite 1005
500 Rene-Levesque Blvd. West
Montreal, Quebec, Canada, H2Z 1W7
Canadian citizen.
8. N. Douglas Ross (7)
Lawyer
Ross, Hooley, Douglas & Murphy
20 Great George Street
Charlottetown, Prince Edward Island, Canada, C1A 7L1
Canadian citizen.
- ---------------
(begin footnotes)
(7) Mr. Ross is a Director of Helix Canada and a Director and
Vice-President of Helix PEI.
(end footnotes)
- ---------------
Helix Canada Directors, cont'd:
9. Wendy Reid (8)
Lawyer
Ross, Hooley, Douglas & Murphy
20 Great George Street
Charlottetown, Prince Edward Island, Canada, C1A 7L1
Canadian citizen.
Helix Canada Executive Officers:
1. James T.A. Wooder
Vice-President
Helix Investments (Canada) Inc.
70 York Street
Suite 1700
Toronto, Ontario, Canada, M5J 1S9
Canadian citizen.
2. Richard C. Black
Vice-President
Helix Investments (Canada) Inc.
70 York Street
Suite 1700
Toronto, Ontario, Canada, M5J 1S9
Canadian citizen.
3. May A. Anis (9)
Secretary-Treasurer
Helix Investments (Canada) Inc.
70 York Street
Suite 1700
Toronto, Ontario, Canada, M5J 1S9
Canadian citizen.
- ---------------
(begin footnotes)
(8) Ms. Reid is a Director of Helix Canada and a Director and the
Secretary-Treasurer of Helix PEI.
(9) Ms. Anis is the Secretary-Treasurer of Helix Canada and the
Assistant Secretary-Treasurer of Helix PEI.
(end footnotes)
- ---------------
HELIX PEI COVERED PERSONS (10)
Helix PEI Directors:
1. N. Douglas Ross
For information on N. Douglas Ross, see under Helix Canada
Directors, above.
2. Wendy Reid
For information on Wendy Reid, see under Helix Canada Directors,
above.
Helix PEI Executive Officers:
1. N. Douglas Ross
Vice-President
For information on N. Douglas Ross, see under Helix Canada
Directors, above.
2. Wendy Reid
Secretary-Treasurer
For information on Wendy Reid, see under Helix Canada Directors,
above.
3. May A. Anis
Assistant Secretary-Treasurer
For information on May A. Anis, see under Helix Canada Executive
Officers, above.
- ---------------
(begin footnotes)
(10) Helix PEI Covered Persons include all directors and executive
officers of Helix PEI other than Reporting Person Donald C. Webster, the
Chairman of the Board and President of Helix PEI. For information on
Donald C. Webster, see Item 2 of this Amendment to Schedule 13D.
(end footnotes)
- ---------------
PHILIPPI COVERED PERSONS
Philippi Directors:
1. William Humphries
Chairman of the Board
Managing Director
Royal Trust (Bermuda) Limited
The Corner House
37 Church Street
Hamilton HM 12, Bermuda
Canadian citizen.
2. Brian Taylor
Trust Officer
Royal Trust (Bermuda) Limited
The Corner House
37 Church Street
Hamilton HM 12, Bermuda
Canadian citizen.
3. May A. Anis
For information on May A. Anis, see under Helix Canada
Executive Officers, above.
Philippi Executive Officers:
1. William Humphries
President
For information on William Humphries, see under Philippi
Directors, above.
2. Brian Taylor
Vice-President
For information on Brian Taylor, see under Philippi Directors,
above.
3. Penelope Carter
Secretary
Office Manager
Royal Trust (Bermuda) Limited
The Corner House
37 Church Street
Hamilton HM 12, Bermuda
British citizen.
4. May A. Anis
Treasurer
For information on May A. Anis, see under Helix Canada
Executive Officers, above.
ITEM 3 AND ITEM 5 INFORMATION.
HELIX CANADA COVERED PERSONS
As of September 2, 1997, the Helix Canada Covered Persons (11) may be
deemed to beneficially own the following Shares:
Name Amount of Shares
- ----------------------------- ----------------
Helix Canada Directors:
1. Christopher Anderson 0
2. Donald C. Armour 0
3. Robert L. Brooks 200
4. Tullio Cedraschi 0
5. Hugh Hallward 34,792 (12)
6. Michael M. Koerner 32,000 (13)
7. David M. Lank 0
8. N. Douglas Ross 1,400
9. Wendy Reid 0
Helix Canada Executive Officers:
1. James T.A. Wooder 25,932 (14)
2. Richard C. Black 4,300
3. May A. Anis 7,680 (15)
- ---------------
(begin footnotes)
(11) Helix Canada Covered Persons include all directors and executive
officers of Helix Canada other than Reporting Person Donald C. Webster,
the Chairman of the Board and President of Helix Canada. For information
on Donald C. Webster, see Items 3 and 5 of this Amendment to Schedule
13D.
(12) This amount is comprised of 33,094 Shares and 1,698 warrants to
acquire Shares.
(13) This amount is comprised of 24,000 Shares and 8,000 warrants to
acquire Shares. 15,000 of such Shares and 5,000 of such warrants are
held in the name of Sylva Holdings Limited; 9,000 of such Shares and
3,000 of such warrants are held in the name of Nazca Limited.
(14) Mr. Wooder is a director of the Issuer. This amount is comprised of
19,932 Shares and options to acquire an aggregate of 6,000 Shares. 3,100
of these Shares are held in an account for the benefit of Mr. Wooder's
minor children, and 1,000 of these Shares are held in the name of Mr.
Wooder's spouse; Mr. Wooder disclaims beneficial ownership of such
Shares.
(15) This amount is comprised of 7,000 Shares and 680 warrants to
acquire Shares. 100 of these Shares are held in an account for the
benefit of Ms. Anis's minor niece; Ms. Anis disclaims beneficial
ownership of such Shares.
(end footnotes)
- ---------------
To the knowledge of the Reporting Persons, the aggregate purchase price
of the Shares set forth opposite the name of Robert L. Brooks as
disclosed in the table above was US$4,300, exclusive of commissions. To
the knowledge of the Reporting Persons, such Shares were purchased by
Robert L. Brooks with personal funds.
To the knowledge of the Reporting Persons, the aggregate purchase price
of the securities set forth opposite the name of Hugh Hallward as
disclosed in the table above (see relevant footnote therein) was
US$521,422.30, exclusive of commissions. To the knowledge of the
Reporting Persons, such securities were purchased by Hugh Hallward with
personal funds.
To the knowledge of the Reporting Persons, the aggregate purchase price
of the securities set forth opposite the name of Michael M. Koerner as
disclosed in the table above (see relevant footnote therein) was
US$588,800, exclusive of commissions. To the knowledge of the Reporting
Persons, such securities were purchased by Michael M. Koerner with
personal funds.
To the knowledge of the Reporting Persons, the aggregate purchase price
of the Shares set forth opposite the name of N. Douglas Ross as
disclosed in the table above was US$31,710, exclusive of commissions. To
the knowledge of the Reporting Persons, such Shares were purchased by N.
Douglas Ross with personal funds.
To the knowledge of the Reporting Persons, the aggregate purchase price
of the securities set forth opposite the name of James T.A. Wooder as
disclosed in the table above (see relevant footnote therein) was
US$103,497, exclusive of commissions. The options to purchase an
aggregate of 6,000 Shares which comprises part of the securities set
forth opposite Mr. Wooder's name were granted to Mr. Wooder by the
Issuer. To the knowledge of the Reporting Persons, such securities
(other than such options) were purchased by James T.A. Wooder through a
combination of personal funds, one or more margin accounts and funds
loaned to him in the ordinary course of business by a bank.
To the knowledge of the Reporting Persons, the aggregate purchase price
of the Shares set forth opposite the name of Richard C. Black as
disclosed in the table above was US$27,738, exclusive of commissions. To
the knowledge of the Reporting Persons, such Shares were purchased by
Richard C. Black with personal funds.
To the knowledge of the Reporting Persons, the aggregate purchase price
of the securities set forth opposite the name of May A. Anis as
disclosed in the table above (see relevant footnote therein) was
US$74,042, exclusive of commissions. To the knowledge of the Reporting
Persons, such securities were purchased by May A. Anis with personal
funds.
To the knowledge of the Reporting Persons, each of the Helix Canada
Covered Persons may be deemed to have the sole power to vote or direct
the vote and sole power to dispose or to direct the disposition of the
Shares set forth opposite its name as disclosed in the table above,
except as follows:
James T.A. Wooder has no voting power but sole investment power with
respect to 3,100 Shares; such voting power is possessed by Mr. Wooder's
minor children. Additionally, Mr. Wooder has no voting power but shares
investment power with respect to 1,000 Shares; such voting power is
possessed by, and such investment power is shared with, Mr. Wooder's
spouse.
May A. Anis has no voting power but sole investment power with respect
to 100 Shares; such voting power is possessed by Ms. Anis's minor niece.
To the knowledge of the Reporting Persons, none of the Helix Canada
Covered Persons have engaged in any transactions involving Shares of the
Issuer in the sixty days prior to the date of this Amendment to Schedule
13D, except as set forth on Exhibit 2 to this Amendment to Schedule 13D
and incorporated herein by reference.
To the knowledge of the Reporting Persons, no person other than the
respective Covered Person owning Shares has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares set forth opposite the name of such Covered Person
as disclosed in the table above.
HELIX PEI COVERED PERSONS
Reference is made to the prior table for information concerning the
Helix PEI Covered Persons (16), being N. Douglas Ross, Wendy Reid and
May A. Anis.
PHILIPPI COVERED PERSONS
As of September 2, 1997, the Philippi Covered Persons may be deemed to
beneficially own the following Shares:
Name Amount of Shares
- ----------------------------- ----------------
Philippi Directors:
1. William Humphries 0
2. Brian Taylor 0
3. May A. Anis (17)
Philippi Executive Officers (18):
1. Penelope Carter 0
To the knowledge of the Reporting Persons, none of the Philippi Covered
Persons have engaged in any transactions involving Shares of the Issuer
in the sixty days prior to the date of this Amendment to Schedule 13D.
The Covered Persons have informed the Reporting Persons that the
provision of information by them to the Reporting Persons for the
purpose of such Reporting Persons filing of this Schedule 13D is not to
be construed as an admission, in the case of Covered Persons owning
Shares, that any such Covered Person is, for the purposes of Section 13
of the U.S. Securities Exchange Act of 1934, the actual beneficial owner
of any of the Shares set forth opposite her or his name as disclosed in
the tables above.
- ---------------
(begin footnotes)
(16) Helix PEI Covered Persons include all directors and executive
officers of Helix PEI other than Reporting Person Donald C. Webster, the
Chairman of the Board and President of Helix PEI. For information on
Donald C. Webster, see Items 3 and 5 of this Amendment to Schedule 13D.
(17) Reference is made to the prior table for information concerning May
A. Anis.
(18) Philippi Directors William Humphries, Brian Taylor and May A. Anis
are each also Philippi Executive Officers.
(end footnotes)
- ---------------
EXHIBIT 2
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
REPORTING PERSON HELIX PEI
Helix PEI has effected the following transactions in Shares in the sixty
days prior to the date of this Amendment to Schedule 13D:
Average
Shares Shares Price per
Date Purchased Sold Share (20) Transaction Type
- ----------------- --------- --------- ---------- ----------------
July 02, 1997 69,000 US$2.78 Purchase on Nasdaq
July 14, 1997 33,500 US$2.65 Purchase on Nasdaq
July 18, 1997 20,000 US$3.145 Purchase on Nasdaq
July 25, 1997 20,000 US$4.00 Purchase on Nasdaq
HELIX CANADA COVERED PERSON HUGH HALLWARD
Helix Canada Covered Person Hugh Hallward has effected the following
transactions in Shares in the sixty days prior to the date of this
Amendment to Schedule 13D:
Average
Shares Shares Price per
Date Purchased Sold Share (20) Transaction Type
- ----------------- --------- --------- ---------- ----------------
August 13, 1997 11,000 US$4.50 Purchase on Nasdaq
August 14, 1997 7,000 US$5.40 Purchase on Nasdaq
- ---------------
(begin footnotes)
(20) Price excludes commission.
(end footnotes)
- ---------------
EXHIBIT 3
FILING AGREEMENT AMONG THE REPORTING PERSONS
The undersigned hereby agree that the Amendment to Schedule 13D with
respect to the Common Stock, par value $.01, of The Panda Project, Inc.
dated of even date herewith is and shall be filed on behalf of each of
us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the U.S. Securities Exchange Act of 1934.
Dated: September 2, 1997
/s/ Donald C. Webster
-------------------------------------
Donald C. Webster
Helix Investments (Canada) Inc.
/s/ May A. Anis
-------------------------------------
May A. Anis
Secretary-Treasurer
Helix (PEI) Inc.
/s/ May A. Anis
-------------------------------------
May A. Anis
Assistant Secretary-Treasurer
Philippi Investments Ltd.
/s/ May A. Anis
-------------------------------------
May A. Anis
Treasurer and Alternate Secretary
