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): October 21, 1998
THE PANDA PROJECT, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-24030 65-0323354
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
901 Yamato Road
Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 994-2300
---------------------------------------------
(Former name or former address, if changed since last report)
Item 4. Change in Registrant's Certifying Accountant.
---------------------------------------------
By letter dated October 21, 1998, the registrant, The Panda
Project, Inc. (the "Company") received notice that
PricewaterhouseCoopers LLP ("PwC") had terminated their client-auditor
relationship.
PwC's reports on the Company's financial statements for the two
fiscal years ended March 31, 1997 and 1996 and the transition period
ended December 31, 1997 did not include any adverse opinion or
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The opinion,
however, did include an explanatory paragraph expressing substantial
doubt about the Company's ability to continue as a going concern.
During the audits for the fiscal years ended March 31, 1997 and
1996, the transition period ended December 31, 1997 and the subsequent
interim period through October 21, 1998 preceding such termination,
there were no disagreements between PwC and management of the Company
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would have
caused PwC to make reference to the subject matter of the
disagreements in connection with PwC's report on the Company's
financial statements for such years and transition period. In
addition, the Company believes that there were no reportable events as
described under Item 304(a)(1)(v) of Regulation S-K during the fiscal
years ended March 31, 1997 and 1996, the transition period ended
December 31, 1997 or the subsequent interim period through October 21,
1998.
The Registrant has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the SEC stating whether or not
it agrees with the above statements. A copy of such letter, dated
October 27, 1998, is filed as Exhibit 16.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP regarding
termination of client-auditor relationship.
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/ MELISSA F. CRANE
-----------------------
Melissa F. Crane
Acting Chief Financial
Officer (On behalf of
the Registrant and as
Acting Principal
Financial and Accounting
Officer)
Dated: October 27, 1998
Exhibit 16.1
PricewaterhouseCoopers LLP
Suite 1700
One East Broward Blvd.
Fort Lauderdale, FL 33301-9817
Telephone (954) 463-6280
Facsimile (954) 627-5851
October 27, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
THE PANDA PROJECT, INC.
We have read Item 4 of The Panda Project, Inc.'s Form 8-K dated
October 27, 1998 and are in agreement with the statements contained in
paragraph 4(a) therein.
Your very truly,
/S/ PricewaterhouseCoopers LLP
