As filed with the Securities and Exchange Commission
on February 12, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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 Number)
901 Yamato Road, Boca Raton, Florida 33431
----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
THE PANDA PROJECT, INC. 401(k) PLAN
(Full Title of the Plan)
C. Daryl Hollis
Executive Vice President and Chief Financial Officer
The Panda Project, Inc.
901 Yamato Road
Boca Raton, Florida 33431
-----------------------------------------------
(Name and Address of Agent For Service)
(561) 994-2300
-------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share offering price fee
- ------------- ---------- --------- -------------- --------
Common Stock, 25,000
$.01 par value shares(1) $4.75 (2) $118,750.00 (2) $35.63
(1) Represents shares of the Registrant's Common Stock, par value $.01 per share
(the "Common Stock"), to be issued by the Registrant in connection with
awards made under the The Panda Project, Inc. 401(k) Plan (the "Plan").
This Registration Statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event of
stock splits, stock dividends or similar transactions pursuant to the terms
of the Plan. In addition, pursuant to Rule 416(c) under the Securities Act,
this Registration Statement covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended (the
"Securities Act"), and based upon the average of the high and low prices of
the Registrant's Common Stock as reported by the Nasdaq National Market on
February 9, 1998.
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-26053, which
Registration Statement relates to the Registrant's 401(k) Plan.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boca Raton, Florida, on the 12th day of February, 1998.
THE PANDA PROJECT, INC.
By: /S/Stanford W. Crane, Jr.
-------------------------
Stanford W. Crane, Jr.
President
<PAGE>
POWER OF ATTORNEY
-----------------
We, the undersigned officers and directors of The Panda Project, Inc.,
hereby severally constitute Stanford W. Crane, Jr. and C. Daryl Hollis, and any
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable The Panda Project, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
- -------------------- Chief Executive Officer, President ) February 12, 1998
Stanford W. Crane, Jr. and Director (Principal Executive )
Officer) )
)
- --------------------- Executive Vice President and Chief ) February 12, 1998
C. Daryl Hollis Financial Officer (Principal )
Financial and Accounting Officer )
)
- --------------------- Director ) February 12, 1998
James T.A. Wooder )
)
)
)
- --------------------- Director ) February 12, 1998
Claud L. Gingrich )
)
)
)
- --------------------- Director ) February 12, 1998
Rao R. Tummala )
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Panda Project, Inc. 401(k) Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in Boca
Raton, Florida, on the 12th day of February, 1998.
THE PANDA PROJECT, INC. 401(k) PLAN
By: /S/ C. Daryl Hollis
-----------------------------
C. Daryl Hollis, Executive
Vice President of The Panda
Project, Inc., Plan Sponsor
<PAGE>
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. 333-39287)............................ *
4.2 -- Amended and Restated By-Laws of the Company
(filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-3 (File No. 333-39287)............... *
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)............. *
5.1 -- Opinion of Holland & Knight..............................
23.1 -- Consent of Holland & Knight (included in Exhibit 5.1)....
23.2 -- Consent of Price Waterhouse LLP..........................
24.1 -- Power of Attorney (included on page 3)....................
* Incorporated herein by reference
<PAGE>
EXHIBIT 5.1
HOLLAND & KNIGHT LLP
[LETTERHEAD]
February 12, 1998
The Panda Project, Inc.
901 Yamato Road
Boca Raton, FL 33431
RE: THE PANDA PROJECT, INC. (THE "COMPANY") - REGISTRATION
STATEMENT ON FORM S-8
Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement (the "Registration Statement") in connection with the
registration for sale of an aggregate of 25,000 shares (the "Shares") of the
common stock, $.01 par value per share, of the Company (the "Common Stock"),
which may be issued by the Company to participants in The Panda Project, Inc.
401(k) Plan (the "Plan").
We have reviewed copies of the Articles of Incorporation and Bylaws of the
Company, and have examined such corporate documents and records and other
certificates, and have made such investigations of law, as we have deemed
necessary in order to render the opinion hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion that the Shares
are duly authorized, and, assuming the Company receives payment of fair value
for the Shares, when the Shares are fully paid for in accordance with the terms
and conditions set forth in the Plan, such Shares will be, assuming no changes
in the applicable law or pertinent facts, validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
Holland & Knight LLP
By: /s/ HOLLAND & KNIGHT LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of The Panda Project, Inc. of our report dated May 22,
1997, except as to Note 16, which is as of June 23, 1997, appearing on page F-2
of The Panda Project Inc.'s Annual Report on Form 10-K for the year ended March
31, 1997. We also consent to the incorporation by reference of our report on
the Financial Statement Schedule, which appears on page F-22 of such Annual
Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
- -------------------------
Price Waterhouse LLP
Fort Lauderdale, Florida
February 9, 1998
