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): September 8, 1999
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)
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
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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The Panda Project, Inc. (the "Company" ) has entered into an agreement
with Silicon Bandwidth, Inc. ("SBI") to sell its intellectual property
portfolio as well as the fixed assets related to its interconnect and
semiconductor business as previously disclosed in an 8-K dated May
18,1999. As part of the sale , The Company, has restructured its
outstanding loans with Helix PEI ("Helix" )that have been in default
since February 15, 1999. SBI will assume such Helix loans upon
closing. Additionally, the Company has entered into an agreement with
the Convertible Preferred A Holders for conversion of the outstanding
preferred shares into 21,333,333 common shares at a fixed price of
$.261. The Convertible Preferred A Holders currently own 22,995,919
shares of the Company's common stock upon conversion of all preferred
shares and common shares that were previously issued in the 1998
Equity transaction including Fill-up shares issued in accordance with
the February 15,1999 anniversary date. The restructuring of both
agreements is partially contingent upon the closing of the sale to
SBI. The transaction is subject to customary closing conditions,
including the approval of the Company's shareholders. Helix and the
Convertible Preferred A Holders have entered into a Voting Agreement
for 23,995,919 with SBI. Additionally, Joseph Sarubbi has entered
into a Voting Agreement with SBI for the 2,100,000 shares recently
issued and such holders own sufficient shares, approximately 52%, to
assure the approval of the transaction by the Company's shareholders.
The Company will receive a 10% ownership interest in SBI which will
initially be capitalized with $6,000,000.
Additionally, the Panda Project has entered into Amendment No. 1 To
Asset Purchase Agreement dated July 19, 1999 which extends the
expiration date from October 31, 1999 to December 30, 1999.
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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
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Melissa F. Crane
Acting Chief Financial
Officer
Dated: September 8, 1999
