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 11, 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)
951 Broken Sound Parkway
Boca Raton, Florida 33487
(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.
-------------
On December 11, 1998, The Panda Project, Inc. (the
"Company") and Joseph A. Sarubbi ("Sarubbi") entered into a Settlement
Agreement (the "Agreement") relating to litigation in which Sarubbi
has obtained a judgment against the Company in the amount $1,227,041.
The judgment is now on appeal to the Florida Court of Appeals for the
Fourth District. Under the Agreement, the Company has agreed to pay
Sarubbi total consideration worth $1,000,000, of which $240,000 has
been paid in cash and the remainder is to be satisfied by the delivery
of common stock of the Company having a market value of $760,000. The
Company has agreed to register such shares under the Securities Act of
1933. The parties have agreed to petition the Florida Court of
Appeals for the Fourth District to dismiss the litigation with
prejudice within five business days after execution of the Agreement.
Sarubbi has agreed to file a satisfaction of judgment in the
litigation within five business days after the Company's obligations
contained in the Agreement have been completed.
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
Chief Financial Officer
Dated: December 15, 1998
