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): December 19, 1997
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)
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 5. Other Events.
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On January 13, 1998, the Panda Project, Inc. (the Company)
announced it had loans aggregating $2,000,000.00 from Helix (PEI) Inc.
("Helix").
The loans from Helix are due and payable on February 28,
1998 and are secured by the Company's intellectual property. The
Company also agreed to issue Helix warrants to purchase an aggregate
of 400,000 shares of the Company's Common Stock at exercise prices
ranging from $4.00 to $4.50 per share. The warrants will have a term
of two years. Helix and its affiliates currently hold approximately
12% of the Company's Common Stock. James T. A. Wooder, a director of
the Company, is a Vice President of Helix s parent, Helix Investments
(Canada), Inc.
The Company expects the proceeds of the Helix financing and
its other available resources will be sufficient to sustain operations
until completion of longer term financing, which the Company is
actively seeking. Although the Company believes such longer term
financing will be completed, there can be no assurance that the
Company will be able to obtain such financing on commercially
reasonable terms or at all. The inability of the Company to repay the
Helix loans when due or the inability of the Company to arrange longer
term financing would have a material adverse affect on the Company and
could cause the Company to be unable to implement its business
strategy, or to otherwise significantly curtail or cease its
operations.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits
10.1 Secured Promissory Note dated December 19, 1997 issued to
Helix (PEI) Inc.
10.2 Secured Promissory Note dated January 12, 1998 issued to
Helix (PEI) Inc.
<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: January 14, 1998 Chief Financial Officer
Exhibit 10.1
THE PANDA PROJECT INC.
SECURED PROMISSORY NOTE
US$1,000,000 December 19, 1997
FOR VALUE RECEIVED the undersigned, The Panda Project Inc. (the
"Payor") promises to pay on February 28, 1998 to or to the order
of Helix (PEI) Inc. (the "Payee"), at 20 Great George Street,
Landing Place, Charlottetown, PEI or at such other address as the
Payee may from time to time in writing direct, the principal sum
(the "Principal Sum") of US$1,000,000, together with interest
thereon at an annual rate of interest equal to the prime rate of
interest payable by the Royal Bank of Canada on US dollar
advances as at the date hereof plus 2%. This Secured Promissory
Note is non-transferable and non-negotiable.
As security for the payment of the Principal Sum by the Payor to
the Payee, the Payor grants to the Payee a security interest in
all of the Payor s present and after-acquired intellectual
property (the "Collateral").
Upon payment of the Principal Sum to the Payee, the security
interests created by this Secured Promissory Note shall be deemed
to be released without any action on the part of the Payee, and
the Payee agrees to execute and deliver to the Payor such
documents as the Payor may reasonably request to evidence the
discharge of the security interest created by this Secured
Promissory Note.
Upon default by the Payor to pay the Principal Sum within ten
days after notice from the Payee that the same shall be due, the
Payee may, at its option, proceed to enforce payment of same and
to exercise any or all of the rights and remedies afforded by
law, in equity, by this Secured Promissory Note, or otherwise,
including, without limitation, all rights and remedies the Payee
may have under the UNIFORM COMMERCIAL CODE. Without restricting
the generality of the foregoing, the Payee may upon such default
appoint by instrument in writing a receiver, receiver-manager, or
receiver and manager (herein a "Receiver") of the Payor and of
all or any part of the Collateral and remove or replace such
Receiver from time to time or may institute proceedings in any
court of competent jurisdiction for the appointment of a
Receiver. The Payee shall have the right to enforce one or more
remedies successively or concurrently in accordance with
applicable law.
The Payee may grant extensions of time and other indulgences,
take and give up securities, accept compositions, grant releases
and discharges, release the Collateral to third parties and
otherwise deal with the Payor s guarantors or sureties and others
and with the Collateral and other securities as the Payee may see
fit without prejudice to the obligation of Payor to pay the
Principal Sum, or the Payee s rights, remedies and powers under
this Secured Promissory Note. No extension of time, forbearance,
indulgence or other accommodation now, heretofore or hereafter
given by the Payee of the Payor shall operate as a waiver,
alteration or amendment of the rights of the Payee or otherwise
preclude the Payee from enforcing such rights.
The Payor hereby acknowledges receiving a copy of this Secured
Promissory Note. The Payor waives all rights to receive from the
Payee a copy of any financing statement, financing change
statement or verification statement filed at any time in respect
of this Secured Promissory Note.
This Secured Promissory Note is binding upon any successor
corporation of the Payor, including any successor corporation by
way of amalgamation of any other corporation or corporations with
the Payor.
The Payor shall have the right, at any time, to pay all or any
portion of the balance of the Principal Sum outstanding on the
date of such payment without notice, bonus or penalty.
The Payor hereby waives demand for payment, notice of dishonour,
notice of non-payment, protest, notice of protest, and any and
all other notices and demands in connection with the delivery,
acceptance, performance, default or enforcement of this Secured
Promissory Note.
The Panda Project Inc.
By: /S/ Stanford W. Crane, Jr.
----------------------------
Stanford W. Crane, Jr.
President and Chief Executive Officer
Authorized Signatory
Exhibit 10.2
THE PANDA PROJECT INC.
SECURED PROMISSORY NOTE
US$1,000,000 January 12, 1998
FOR VALUE RECEIVED the undersigned, The Panda Project Inc. (the
"Payor") promises to pay on February 28, 1998 to or to the order
of Helix (PEI) Inc. (the "Payee"), at 20 Great George Street,
Landing Place, Charlottetown, PEI or at such other address as the
Payee may from time to time in writing direct, the principal sum
(the "Principal Sum") of US$1,000,000, together with interest
thereon at an annual rate of interest equal to the prime rate of
interest payable by the Royal Bank of Canada on US dollar
advances as at the date hereof plus 2%. This Secured Promissory
Note is non-transferable and non-negotiable.
As security for the payment of the Principal Sum by the Payor to
the Payee, the Payor grants to the Payee a security interest in
all of the Payor s present and after-acquired intellectual
property (the "Collateral").
Upon payment of the Principal Sum to the Payee, the security
interests created by this Secured Promissory Note shall be deemed
to be released without any action on the part of the Payee, and
the Payee agrees to execute and deliver to the Payor such
documents as the Payor may reasonably request to evidence the
discharge of the security interest created by this Secured
Promissory Note.
Upon default by the Payor to pay the Principal Sum within ten
days after notice from the Payee that the same shall be due, the
Payee may, at its option, proceed to enforce payment of same and
to exercise any or all of the rights and remedies afforded by
law, in equity, by this Secured Promissory Note, or otherwise,
including, without limitation, all rights and remedies the Payee
may have under the UNIFORM COMMERCIAL CODE. Without restricting
the generality of the foregoing, the Payee may upon such default
appoint by instrument in writing a receiver, receiver-manager, or
receiver and manager (herein a "Receiver") of the Payor and of
all or any part of the Collateral and remove or replace such
Receiver from time to time or may institute proceedings in any
court of competent jurisdiction for the appointment of a
Receiver. The Payee shall have the right to enforce one or more
remedies successively or concurrently in accordance with
applicable law.
The Payee may grant extensions of time and other indulgences,
take and give up securities, accept compositions, grant releases
and discharges, release the Collateral to third parties and
otherwise deal with the Payor s guarantors or sureties and others
and with the Collateral and other securities as the Payee may see
fit without prejudice to the obligation of Payor to pay the
Principal Sum, or the Payee s rights, remedies and powers under
this Secured Promissory Note. No extension of time, forbearance,
indulgence or other accommodation now, heretofore or hereafter
given by the Payee of the Payor shall operate as a waiver,
alteration or amendment of the rights of the Payee or otherwise
preclude the Payee from enforcing such rights.
The Payor hereby acknowledges receiving a copy of this Secured
Promissory Note. The Payor waives all rights to receive from the
Payee a copy of any financing statement, financing change
statement or verification statement filed at any time in respect
of this Secured Promissory Note.
This Secured Promissory Note is binding upon any successor
corporation of the Payor, including any successor corporation by
way of amalgamation of any other corporation or corporations with
the Payor.
The Payor shall have the right, at any time, to pay all or any
portion of the balance of the Principal Sum outstanding on the
date of such payment without notice, bonus or penalty.
The Payor hereby waives demand for payment, notice of dishonour,
notice of non-payment, protest, notice of protest, and any and
all other notices and demands in connection with the delivery,
acceptance, performance, default or enforcement of this Secured
Promissory Note.
The Panda Project Inc.
By: /S/ Stanford W. Crane, Jr.
----------------------------
Stanford W. Crane, Jr.
President and Chief Executive Officer
Authorized Signatory
