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): July 15, 1998
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
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On July 17, 1998, the Company borrowed $250,000 from Helix (PEI)
Inc. ("Helix"). The loan is due and payable on the earlier of August
15, 1998 or the date in which the Company closes its next round of
financing. Helix also agreed to extend the due date of a previous note
due July 10, 1998 to coincide with the due date of this note. The loan
is secured by the Company's intellectual property. With respect to
the loan, the Company also agreed to issue Helix warrants to purchase
an aggregate of 100,000 shares of the Company's Common Stock at an
exercise price equal to $3.0625 per share, or the price per share at
which the next equity financing is carried out by the Company, if
less. The warrants 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.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
10.1 Secured Promissory Note dated July 17, 1998 issued to
Helix (PEI) Inc.
Item 9. Sales of Equity Securities Pursuant to Regulation S
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On July 15, 1998, The Panda Project, Inc. (the "Company") issued
5,000 shares of Common Stock to Ballin & Partner. Such shares were
issued in consideration for services having an agreed value of
$18,125. Such shares were issued pursuant to an exemption from
registration under Regulation S under the Securities Act of 1933; such
issuance was made solely to non-U.S. persons in an offshore
transaction and resale of such securities is restricted in the manner
provided in Regulation S.
On July 15, 1998, the Company issued a Warrant to Martech
Associates to purchase 25,000 shares of Common Stock of the Company at
an exercise price of $3.625 per share. Such Warrant is exercisable
until July 15, 2000. Such Warrant was issued pursuant to an exemption
from registration under Regulation S under the Securities Act of 1933;
such issuance was made solely to non-U.S. persons in an offshore
transaction and resale of such securities is restricted in the manner
provided in Regulation S.
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
Chief Financial Officer
Dated: July 30, 1998
EXHIBIT 10.1
Exhibit 10.1
THE PANDA PROJECT INC.
SECURED PROMISSORY NOTE
US$250,000 July 17, 1998
FOR VALUE RECEIVED the undersigned, The Panda Project Inc. (the
"Payor") promises to pay on the earlier of August 15, 1998 and the
date of closing of the next debt or equity financing 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$250,000, 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.
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Stanford W. Crane, Jr.
President and Chief Executive Officer
Authorized Signatory
