SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-24030
(Check one)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended March 31, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For transition period ended ________________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:_______________
______________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: THE PANDA PROJECT, INC.
Former name if applicable: _________________
Address of principal executive offices: 951 Broken Sound Parkway
City, State and Zip Code: BOCA RATON, FLORIDA 33487
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[X] The subject annual report, semi-annual report, transition report
on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Forms 10-Q, 10-QSB, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or other transition report portion
thereof could not be filed within the prescribed time period. (Attach
extra sheets if needed.)
The Panda Project, Inc. (the "Company") today announced that it
has entered into an agreement with Silicon Bandwidth, Inc. to sell its
intellectual property portfolio as well as the fixed assets related to
its interconnect and semiconductor business. 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. Silicon
Bandwidth, Inc. 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 common shares at a fixed price of $.261. The
restructuring of both agreements is contingent upon the closing of the
sale to Silicon Bandwidth, Inc. 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 with Silicon Bandwidth, Inc. and such
holders own sufficient shares to assure the approval of the
transaction by the Company's shareholders.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Melissa F. Crane
Acting Chief Financial Officer (561) 994-2300
(Name) (Area Code) (Telephone No.)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
THE PANDA PROJECT, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 14, 1999 By: /s/ Melissa F. Crane
Melissa F. Crane
Acting Chief Financial
Officer
