SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 0-24030
THE PANDA PROJECT, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0323354
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 YAMATO ROAD
BOCA RATON, FLORIDA 33431
(Address of principal executive offices)
(561) 994-2300
(Registrant's telephone number)
(Former name, former address and former fiscal year,
if changed since last report.)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ].
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILED ALL DOCUMENTS AND REPORTS
REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN CONFIRMED BY A
COURT. YES [ ] NO [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: AS OF JANUARY 28, 1997, THE
PANDA PROJECT, INC. HAD 10,107,143 SHARES OF COMMON STOCK OUTSTANDING.
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THE PANDA PROJECT, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited)
Condensed Balance Sheets - December 31, 1996 and March 31, 1996 3
Condensed Statements of Operations - Three and nine months ended
December 31, 1996 and December 31, 1995 4
Condensed Statements of Cash Flows - Nine months ended
December 31, 1996 and December 31, 1995 5
Notes to Condensed Financial Statements - December 31, 1996 6-7
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 11
Item 2 - Changes in Securities 11
Item 3 - Defaults Upon Senior Securities 11
Item 4 - Submission of Matters to Vote of Security Holders 11
Item 5 - Other Information 11
Item 6 - Exhibits and Reports on Form 8-K 11
SIGNATURES 12
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<CAPTION>
THE PANDA PROJECT, INC.
CONDENSED BALANCE SHEETS
DECEMBER 31, MARCH 31,
1996 1996
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,114,015 $ 10,731,540
Accounts receivable-trade (net of allowance of
$258,245 at December 31, 1996 and $171,943
at March 31, 1996) 339,865 311,375
Inventory 1,059,509 1,616,022
Other receivables 703,291 488,556
Prepaid expenses and other current assets 87,905 246,942
-------------- ------------
Total current assets 7,304,585 13,394,435
-------------- ------------
Property and equipment, net 3,968,456 4,315,199
Restricted cash 150,000 750,000
Other assets 122,024 98,047
-------------- ------------
Total assets $ 11,545,065 $ 18,557,681
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 980,664 $ 2,904,690
Accrued compensation and employee benefits 95,466 266,148
Unearned revenue 97,174 136,586
Other current liabilities 2,020,988 382,666
-------------- ------------
Total current liabilities 3,194,292 3,690,090
Stockholders' Equity:
Common Stock, $.01 par value, 50,000,000
shares authorized, 10,107,143 shares at December 31, 1996
and 8,680,488 shares at March 31, 1996 issued and
outstanding 101,072 86,805
Additional paid-in capital 58,509,204 47,822,586
Accumulated deficit (50,259,503) (33,041,800)
-------------- ------------
Total stockholders' equity 8,350,773 14,867,591
-------------- ------------
Total liabilities and stockholders' equity $ 11,545,065 $ 18,557,681
============== ============
</TABLE>
The Balance Sheet at March 31, 1996 has been derived from the audited
financial statements of the Company at that date.
See Notes to Condensed Financial Statements.
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<CAPTION>
THE PANDA PROJECT, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Product sales $185,316 $427,534 $1,619,244 $444,654
Licensing fees 100,000 -- 100,000 --
Contract research and development
revenues 569,123 -- 569,123 --
Less returns and allowances (14,031) -- (197,235) --
------------- ------------- -------------- -------------
Net revenues $ 840,408 $ 427,534 $ 2,091,132 $ 444,654
Costs and expenses:
Cost of sales 262,112 385,071 2,591,717 401,346
Research and development 1,325,889 2,750,271 4,786,838 6,270,697
Selling, general and administrative 2,728,043 3,798,659 10,830,976 10,839,552
Costs associated with asset
impairments -- -- 1,471,025 --
------------- ------------- -------------- -------------
Total costs and expenses 4,316,044 6,934,001 19,680,556 17,511,595
------------- ------------- -------------- -------------
Operating loss (3,475,636) (6,506,467) (17,589,424) (17,066,941)
Interest income 96,071 305,813 369,839 742,457
Other income 16 85,719 1,882 86,410
------------- ------------- -------------- -------------
Net loss ($ 3,379,549) ($ 6,114,935) ($ 17,217,703) ($ 16,238,074)
============= ============= ============== =============
Net loss per common share ($ .34) ($ .76) ($ 1.79) ($ 2.15)
============= ============= ============== =============
Weighted average number of
shares of common stock and
common stock equivalents
outstanding 10,071,444 8,056,799 9,605,280 7,543,241
============= ============= ============== =============
</TABLE>
See Notes to Condensed Financial Statements.
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THE PANDA PROJECT, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED
DECEMBER 31,
1996 1995
<S> <C> <C>
Net cash used by operating activities ($15,610,457) ($34,281,510)
Cash flows from investing activities:
Additions to property and equipment (707,953) (2,782,982)
------------ ------------
Net cash used by investing activities (707,953) (2,782,982)
Cash flows from financing activities:
Proceeds from issuance of stock 11,297,669 29,915,280
Payment of stock issuance costs (596,784) (1,018,420)
------------ ------------
Net cash provided by financing activities 10,700,885 28,896,860
------------ ------------
Net decrease in cash and cash equivalents (5,617,525) (8,167,632)
Cash and cash equivalents at beginning
of period 10,731,540 8,481,300
------------ ------------
Cash and cash equivalents at end of period $ 5,114,015 $ 313,668
============ ============
</TABLE>
During the six months ended September 30, 1996, the Company sold certain
products to a software developer in exchange for certain licenses to use the
developer's software for internal purposes valued at approximately $326,000
(recorded in property and equipment); consulting and training services valued at
$100,000 (recorded in research and development expenses); and services
associated with the certification of the Company's 4s server to use the software
developer's CAD program and porting the software onto the 4s product. These
services were valued at approximately $570,000 and are reflected equally between
research and development expense and selling, general and administrative
expenses. Revenues of approximately $326,000 and $874,000 were recorded during
the three and six months ended September 30, 1996 as a result of this
transaction.
See Notes to Condensed Financial Statements.
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THE PANDA PROJECT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
DECEMBER 31, 1996
1. BASIS OF PRESENTATION
The accompanying condensed financial statements of The Panda Project, Inc. ("the
Company") have been prepared in accordance with generally accepted accounting
principles on a basis consistent in all material respects with those applied in
the Annual Report on Form 10-K for the year ended March 31, 1996. The interim
financial information is unaudited, but reflects all normal and recurring
adjustments which are, in the opinion of management, necessary to provide a fair
statement of results of operation for the interim periods presented. The interim
financial statements should be read in connection with the financial statements
in the Company's Annual Report on Form 10-K for the year ended March 31, 1996.
Reclassifications: Certain reclassifications have been made to the prior year's
balance sheet to conform to the fiscal year 1997 presentation.
2. INVENTORY
December 31, 1996 March 31, 1996
--------------------------------------------
Raw materials $ 425,913 $ 937,388
Work in process 106,553 225,872
Finished goods 527,043 452,762
--------------------------------------------
$1,059,509 $1,616,022
============================================
Inventory is valued at net realizable value, which is net of obsolescence
reserves of approximately $664,578 and $128,000 at December 31, 1996 and March
31, 1996, respectively.
3. STOCKHOLDERS' EQUITY
In July 1996, the Company completed the sale of 1,087,833 shares of its common
stock in a private placement to accredited investors. The Company received
proceeds of approximately $9.2 million, net of expenses of approximately
$600,000.
In addition, during the quarter ended December 31, 1996, options and warrants to
purchase 42,035 shares of common stock were exercised for which the Company
received proceeds of approximately $168,500. For the nine months ended December
31, 1996, options and warrants to purchase 338,822 shares of common stock were
exercised for which the Company received proceeds of approximately $1.5 million.
During November, the Board of Directors approved the grant of options to
purchase 40,000 and 6,000 shares of the Company's common stock under the 1995
Employee Stock Incentive Plan and the 1993 Performance Incentive Plan,
respectively, to various employees of the Company. Under both plans, the option
exercise price for all stock options is the closing bid price at the date of
grant and the options expire no more than ten years from the date of grant.
4. RESTRICTED CASH
As of December 31, 1996, the standby letter of credit of $900,000 used as
security for payment of orders placed by the Company and for performance under a
manufacturing and purchase agreement expired. Previously restricted cash in the
amount of $900,000 has been reclassified to the unrestricted cash account.
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THE PANDA PROJECT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) - CONTINUED
During the quarter ended December 31, 1996, $150,000 of cash was placed in a
restricted account to serve as collateral for an ACH agreement with the
Company's bank.
5. REVENUE
In October 1996, the Company and Stanford W. Crane, Jr., the Company's Chief
Executive Officer and founder, entered into a licensing agreement with LG Cable
& Machinery Ltd. ("LG") whereby LG was granted a non-exclusive license, for a
term of ten years or until the expiration of the last to expire of the patents
covered by the agreement, whichever is later, with respect to the Compass
Connector Technology owned by Mr. Crane and certain enhanced Compass Connector
Technology owned by the Company. In connection with this agreement, the
Company's portion of the $500,000 license fee was immediately vested upon
signing the agreement which is payable as follows: $100,000 within 15 days after
execution of the agreement and $100,000 on each of the first four anniversaries
of the agreement. Licensing fee revenue of $100,000 was recorded during the
quarter ended December 31, 1996 representing the first payment received. The
remaining $400,000 will be recognized as payments are received. In addition, the
Company is entitled to receive royalties on sales of the Compass Connector
products by LG or its affiliates.
In October 1996, the Company entered into a cooperative development agreement
with the Defense Advanced Research Projects Agency (DARPA) to develop the
Company's VSPA electronic package whereby the government will contribute
approximately $1.8 million to the project over a period of 12 months. The
agreement requires the Company to match the $1.8 million with $2.2 million of
development costs associated with the project. Failure of either party to
provide its respective total contribution may result in a proportion reduction
in funding for the other party. Under the terms of the agreement, the Company is
entitled to consider costs incurred in connection with the project during the 90
day period preceding the award date towards the amount of such matching funds.
Revenue is recognized over the term of the cooperative development agreement
based on the achievement of stated milestones. For the quarter ended December
31, 1996, the Company recognized revenue related to the agreement of
approximately $519,000. Costs from the commencement of the agreement, including
the 90 day period preceding the award date, associated with the agreement
amounted to approximately $945,000, of which approximately $565,000 relates to
periods prior to October 1, 1996. Costs associated with this agreement have not
been separately disclosed on the face of the Condensed Statement of Operations
as such costs would have been incurred by the Company regardless of the
agreement. Of the $945,000 of costs incurred through December 31, 1996,
approximately $455,000 are reflected in "research and development" and the
balance is included in "selling, general and administrative" expenses in the
Condensed Statement of Operations for the nine months ended December 31, 1996.
6. OTHER CHARGES
During the quarter ended December 31, 1996, the Company entered into an
agreement with the landlord related to its primary facility whereby the Company
was released from a portion of the leased space. As consideration for the
release, the Company made a one-time payment to the landlord and agreed to make
additional payments for the unused space. As a result, a charge of approximately
$320,000 was recognized and is included under the caption, "Selling, general and
administrative expenses".
7. CONTINGENT MATTERS
In May 1993, the Company entered into an agreement with a company to act as the
Company's financing agent in its capital raising efforts. On June 3, 1994, this
company filed a lawsuit against the Company alleging breach of contract and
claiming, among other items, punitive damages. A motion to dismiss filed by the
Company was granted on August 8, 1995. However, on August 10, 1995, the
plaintiff filed an amended complaint alleging a breach of contract claim and
alleging that the plaintiff was entitled to a fee equal to 10% of an unspecified
amount of financing proceeds received by the Company. The amended complaint
seeks unspecified damages, pre-judgment interest, attorneys' fees and costs. The
case is currently scheduled for trial in late February 1997. Management of the
Company believes the claims to be without merit, and will continue to vigorously
defend against such claims. The ultimate outcome of the litigation can not be
determined at present. No provision for liability, if any, that may result upon
resolution of this matter has been made in the accompanying financial
statements.
There are various legal proceedings and claims pending against the Company,
including disputes with a former director of the Company and former employees.
While it is not possible to determine the ultimate outcome of these matters, it
is the opinion of management, based on advice from counsel, that the resolution
of such matters will not have an aggregate material adverse effect on the
Company's financial position.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company was incorporated in April 1992 to design, develop, and license
products incorporating the Company's proprietary semiconductor packaging and
interconnect technology (the "Archistrat Technology Products") and to develop,
manufacture and market a line of powerful, modular computers (the "Archistrat
Computers"). The Company's fiscal year ends March 31. Prior to January 1, 1996,
the Company was considered a "development stage enterprise" as defined by
Statement of Financial Accounting Standards No. 7 (FAS 7), ACCOUNTING AND
REPORTING BY DEVELOPMENT STAGE ENTERPRISES, and the Company's financial
statements for all periods prior to that date were prepared on the basis
specified in FAS 7. The Company emerged from development stage status as of
January 1, 1996.
This Report on Form 10-Q contains forward-looking statements. For this purpose
any statements contained herein that are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. There are a number of important
factors that could cause the Company's actual results to differ materially from
those indicated by such forward-looking statements. These factors, include,
without limitation, delays in product development, potential claims and possible
litigation relating to the ownership of intellectual property, competitive
pressures, manufacturing risks, general economic conditions and the risk factors
detailed from time to time in the Company's periodic reports and registration
statements filed with the Securities and Exchange Commission.
RESULTS OF OPERATIONS - THIRD QUARTER OF 1997 COMPARED TO THIRD QUARTER OF 1996
In October 1996, the Company and Mr. Crane entered into a licensing agreement
with LG Cable & Machinery Ltd. ("LG") whereby LG was granted a non-exclusive
license, for a term of ten years or until the expiration of the last to expire
of the patents covered by the agreement, whichever is later, with respect to the
Compass Connector Technology owned by Mr. Crane and certain enhanced Compass
Connector Technology owned by the Company. In connection with this agreement,
the Company's portion of the $500,000 license fee was immediately vested upon
signing the agreement which is payable as follows: $100,000 within 15 days after
execution of the agreement and $100,000 on each of the first four anniversaries
of the agreement. Licensing fee revenue of $100,000 was recorded during the
quarter ended December 31, 1996 representing the first payment received. In
addition, the Company is entitled to receive royalties on sales of the Compass
Connector products by LG or its affiliates. Based on LG's current estimates,
such royalties are expected to be earned beginning in June 1997 when LG begins
production of the Compass Connector products, however, there can be no
assurances that royalty payments will occur by such date.
In October 1996, the Company entered into a cooperative development agreement
with the Defense Advanced Research Projects Agency (DARPA) to develop the
Company's VSPA electronic package whereby the government will contribute
approximately $1.8 million to the project over a period of 12 months. The
Company recognizes revenue and is entitled to receive payments based on the
achievement of specific milestones set forth in the agreement. For the quarter
ended December 31, 1996, the Company recognized revenue related to the agreement
of $519,123. The Company believes that its activities in connection with this
project will meet the requirements of the agreement, including accomplishments,
spending levels and timing, to permit recognition of the remaining government
contributions of approximately $1.3 million prior to November 1997.
Net revenues from the sale of Archistrat Computers amounted to $171,285 during
the quarter ended December 31, 1996 (the "third quarter of fiscal 1997") and
$1,422,009 for the nine months ended December 31, 1996, compared to revenues of
$427,534 during the quarter (the "third quarter of fiscal 1996") and $444,654
during the nine months ended December 31, 1995, respectively. The Company will
continue to actively market and sell the workstation configuration of the
Archistrat computer, primarily through its own sales force, for animation,
video,
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and high performance CAD/CAM applications. In addition, the Company expects to
begin offering Archistrat subsystems to OEM's for their own production.
Selling, general and administrative (SG&A) expenses for the third quarter of
fiscal 1997 decreased approximately $1.07 million to $2.73 million as compared
to $3.80 million for the third quarter of fiscal 1996. The net decrease (28%) in
SG&A expenses is due principally to the streamlining of operations, including a
decrease in employee compensation and benefits, tradeshow expenses and other
selling and marketing costs, legal fees, and consulting fees and contracted
services. For the nine months ended December 31, 1996, SG&A expenses totaled
approximately $10.8 million representing no change from the corresponding period
in the previous year. Although the net change was insignificant between years,
certain categories of expenses increased and others had offsetting decreases in
the aggregate.
The average number of total employees increased from 97 for the nine months
ended December 31, 1995, to 125 for the nine months ended December 31, 1996. As
a result, employee compensation and related expenses increased approximately
$2.2 million. However, this increase was partially offset by a reduction of
contractors and consultants utilized during the nine month period ended December
31, 1996 as compared to the same period of the prior year. This resulted in a
$840,000 decrease in the related spending. As of December 31, 1996, the Company
has reduced its number of full-time employees to 67 as compared with 155 at
March 31, 1996, and further reduced the number of employees to approximately 60
as of January 20, 1997, and does not expect to significantly increase that
number during the remainder of the current fiscal year.
Depreciation expense increased to approximately $409,000 in the third quarter of
fiscal 1997 from $117,000 in the third quarter of fiscal 1996. For the nine
months ended December 31, 1996, depreciation expense increased to approximately
$1,177,000 from $338,000. This increase is primarily due to the acquisition of
computer equipment and office furniture and equipment resulting from the hiring
of additional full-time personnel, and the acquisition near the end of fiscal
1996 of machinery and equipment necessary to develop the internal capability and
capacity to manufacture VSPA as well as the Compass Connectors.
Research and development (R&D) expenses decreased to approximately $1.33 million
for the third quarter of fiscal 1997 as compared to $2.75 million for the third
quarter of fiscal 1996. For the nine months ended December 31, 1996, R&D
expenses decreased to approximately $4.79 million as compared to $6.27 million
for the corresponding period of the preceding year. The reduction in R&D
spending is reflective of the Company's progress in moving from a development
stage enterprise to one seeking to commercialize its core technologies. The
Company believes that its level of R&D spending is appropriate to support
current operations and to continue to maintain strong efforts to enhance
development of VSPA, Compass PGA, and the Archistrat Computers and related
technologies. During the quarter ended December 31, 1996, research and
development activities included continued testing and qualification of VSPA;
development of initial production tooling for VSPA; development of Compass PGA;
and the development of new processor boards utilizing DEC's Alpha microprocessor
and Intel's Pentium Pro.
Interest and other income for the third quarter of fiscal 1997 decreased to
approximately $96,000 from $306,000 from the third quarter of fiscal 1996 and to
approximately $370,000 from $742,000 for the nine months ended December 31, 1996
as a result of a net decrease in cash and cash equivalents.
The Company anticipates that it will be dependent on third parties for the
manufacture and/or assembly of printed circuit boards, frame, exterior, base
fabrication and other subassemblies, as well as for the supply of various of the
components, incorporated into the Archistrat computers, and for performing the
final assembly configuration, certain quality control testing and delivery of
such computers. Although the Company's agreement with Group Technologies
Corporation to manufacture and assemble the Company's Archistrat 4s servers has
expired, the Company has identified certain other potential manufacturers and
suppliers for its subassembly and component needs, however, the Company has not
yet entered into any additional manufacturing or supply arrangements. The
Company believes it will be able to negotiate satisfactory manufacturing and
supply contracts; however, the failure to do so could have a material adverse
effect on the Company. Even if the Company were able to enter into suitable
manufacturing arrangements for necessary subassemblies, there can be no
assurance that such
9
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manufacturers will dedicate sufficient production capacity to satisfy the
Company's requirements within scheduled delivery times or at all.
LIQUIDITY AND CAPITAL RESOURCES
In July 1996, the Company completed the sale of 1,087,833 shares of its common
stock in a private placement to accredited investors at a price of $9.00 per
share. The Company received proceeds of approximately $9.2 million, net of
expenses of approximately $600,000. In addition to the shares of common stock
purchased by each investor in the placement, such investor received a warrant to
purchase an equal number of shares of common stock at an exercise price of $11
per share. The warrants expire in July 2001 and are callable by the Company
whenever the Company's common stock trades at a price of $26 or more for thirty
consecutive trading days. In connection with the private placement, the Company
entered into a Registration Rights Agreement with the purchasers, under which
the purchasers are entitled to cause the Company to effect the registration
under the Securities Act of the shares of common stock (including shares
issuable upon exercise of warrants) acquired in the private placement upon the
terms and conditions set forth in the agreement. A Registration Statement with
respect to such securities and 752,183 additional shares of common stock
issuable upon the exercise of outstanding warrants entitled to registration
rights was declared effective by the Securities and Exchange Commission on
January 22, 1997.
To date, the Company has primarily been dependent upon the proceeds of sales of
its securities to fund its activities. Since June 1996, the Company has entered
into five agreements to license its VSPA and Compass Connector technologies and
has begun to receive revenues under one of these agreements during the quarter
ending December 31, 1996 in the form of an initial licensing fee. The Company
anticipates receiving revenues under one or more of the other agreements by the
end of the first quarter of the Company's fiscal year which begins on April 1,
1997, however, there can be no assurances as to the timing or amount of such
revenues. In addition, the Company has taken actions to significantly reduce its
expenses in all areas including compensation and benefits, research and
development, and selling and administrative expenses. The Company anticipates,
based on current plans and assumptions relating to its operations, including
plans for further cost containment, that its working capital at December 31,
1996, as augmented by anticipated revenues, should be sufficient to satisfy the
Company's anticipated cash requirements.
10
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
(a) See the Exhibit Index included immediately preceding the Exhibits
to this report, which is incorporated herein by reference.
(b) Reports on Form 8-K:
None
11
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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, thereunto duly authorized.
THE PANDA PROJECT, INC.
Date: February 10, 1997
By: /s/ C. DARYL HOLLIS
----------------------------------------------
C. Daryl Hollis, Chief Financial Officer
(On behalf of the Registrant and as Principal
Financial and Accounting Officer)
12
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
4.1 Amended and Restated Articles of Incorporation
of the Company, as amended (filed as Exhibit 3.1
to the Company's Registration Statement on
Form S-3 (File No. 333-14931)(the "Form S-3") *
4.2 Amended and Restated By-Laws of the Company
(filed as Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (File No. 33-76694-A)) *
4.3 Specimen Certificate of Common Stock of the
Company (filed as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (File No.
33-76694-A) *
10.1 Warrant Agreement dated May 16, 1994 between
the Company and Whale Securities Co., L.P. (filed
as Exhibit 4.4 to Amendment No. 1 to the
Company's Registration Statement on Form SB-2
(File No. 33-76694-A) *
10.2 Form of Warrant issued in Private Placement
Financing (filed as Exhibit 99.3 to the Form S-3) *
10.3 Form of SRP Warrant (filed as Exhibit 99.4 to the
Form S-3) *
10.4 License Agreement, dated as of August 17, 1996,
among Stanford W. Crane, Jr., the Company and
Sun Precision Works, Pvt. Ltd. (filed as Exhibit
99.5 to the Form S-3) *
10.5 Letter Agreement dated as of September 10, 1996
between the Company and Mallory Factor Inc.
(filed as Exhibit 99.6 to the Form S-3) *
10.6 Warrant dated September 10, 1996 issued by the
Company to Mallory Factor (filed as Exhibit 99.7
to the Form S-3) *
10.7 License Agreement, dated as of August 18, 1996,
between the Company and Pantronix Corporation
(filed as Exhibit 99.8 to the Form S-3) *
10.8 License Agreement, dated as of September 30,
1996, among Stanford W. Crane, Jr., the Company
and LG Cable & Machinery Ltd. (filed as Exhibit
99.9 to the Form S-3) *
13
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EXHIBIT INDEX (continued)
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
10.9 Cooperative Agreement, dated October 22, 1996
between the Company and The United States of
America, U.S. Air Force, Air Force Material
Command (filed as Exhibit 99.10 to the Form S-3) *
10.10 Reseller Agreement, dated November 1996
between the Company and Siemens Nixdorf
Information Systems (filed as Exhibit 99.11 to the
Form S-3) *
27 Financial Data Schedule 15
* Incorporated herein by reference
14
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<ARTICLE> 5
<S> <C>
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