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): November 9, 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
901 Yamato Road
Boca Raton, Florida 33431
_______________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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The Panda Project, Inc. (the "Company") has entered into a letter
of intent with Round Stone Holdings Ltd., a U.K.-based company ("Round
Stone"), providing for the grant by the Company to Round Stone of
exclusive manufacturing, marketing and sales rights with respect to
the Company's Rock City and Archistrat Computers (the "Systems
Division") and the sale to Round Stone of all Systems Division
inventory. The letter of intent provides that at closing Round Stone
will pay an amount to be agreed for the Systems Division inventory
plus a one-time license fee of $250,000. Thereafter, at the end of
year 2000, 2001, 2002 and 2003 respectively, Round Stone will pay the
Company $2 for each Rock City system sold and $10 for each Archistrat
system sold, up to a maximum of $2,000,000 in each year. Stanford W.
Crane, Jr., President and Chairman of the Board of Directors of the
Company, owns a 30% equity interest in Round Stone.
Closing of the transaction is subject to the execution and
delivery of definitive legal agreements and requisite approvals.
There can be no assurance that the transaction will occur.
<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.
Date: November 9, 1998
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)
