PANJA INC
8-K, 1999-12-23
ELECTRONIC COMPONENTS & ACCESSORIES
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                       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):
                               December 15, 1999



                                   PANJA INC.
                                   ----------
             (Exact name of registrant as specified in its charter)

      Texas                         0-26924                       75-1815822
 ---------------                  ------------               -------------------
 (State or other                  (Commission                 (I.R.S. Employer
 jurisdiction of                  File Number)               Identification No.)
 incorporation)


                             11995 FORESTGATE DRIVE
                               DALLAS, TEXAS 75243
          (Address of principal executive offices, including zip code)


        Registrant's telephone number, including area code (972) 644-3048


                                       N/A
          (Former name or former address, if changed since last report)

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ITEM 5.  OTHER EVENTS

         See Exhibits 20.1 and 20.2 to the Form 8-K

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
         INFORMATION AND EXHIBITS

         (c)      Exhibit.
<TABLE>
                  <S>      <C>

                   20.1      Press Release, dated December 15, 1999 relating
                             to Intel investment.

                   20.2      Press Release, dated December 15, 1999 relating
                             to restructuring.


</TABLE>

                                       2

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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 thereunto duly authorized.

                                   PANJA INC.


December 22, 1999                   By: /s/ David Chisum
                                       -----------------------------------------
                                           David Chisum
                                           Chief Financial Officer

                                       3

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                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No.                                    Description
- -----------                                    -----------
<S>                        <C>
20.1                        Press Release, dated December 15, 1999 relating
                            to Intel investment

20.2                        Press Release, dated December 15, 1999 relating
                            to restucturing

</TABLE>


<PAGE>

COMPANY PRESS RELEASE

SOURCE: PANJA, INC.

PANJA(TM) RECEIVES INTEL INVESTMENT

DALLAS, Dec. 15/PRNewswire/ -- Panja (Nasdaq: PNJA - news), a leader in the
design, manufacturing and sale of comprehensive enterprise and consumer
control systems, announced today that Intel Corporation has invested in the
company. In addition to the equity investment, Panja and Intel have signed an
agreement to work together as Panja ports their products to the Intel
Architecture, as well as to investigate making the companies' products
interoperable.

"Panja is excited to be working with Intel to enable the delivery of the
Internet to both the PC and non-PC devices throughout the home," said Joe
Hardt, Panja President and CEO.

"Intel is committed to enabling the deployment of Internet content and
services throughout the home to a range of Intel-based products," said Claude
Leglise, vice president and general manager, Intel's Home Products Group.
"Panja is developing new ways of helping to deliver these capabilities to
consumers."

Intel has made a $5 million equity investment in Panja and has received
common stock and warrants to acquire additional shares of common stock.

About Panja, Inc.

Panja is a new kind of Internet company, linking home and business appliances
seamlessly and meaningfully to Internet content and services. Panja
(http://www.Panja.com) provides leading-edge technology that is slashing
Internet information and entertainment to both the PC and non-PC devices.
Panja is creating a whole new market for home and enterprise automation and
networking. Panja products serve consumer and enterprise markets, from
boardrooms to classrooms to living rooms. In delivering rich Internet content
to non-PC devices, Panja is opening new doors for content providers, people
who build broadband infrastructure...and users. It's a new world.


<PAGE>

COMPANY PRESS RELEASE

SOURCE: PANJA, INC.

PANJA(TM) ANNOUNCING RESTRUCTURING

DALLAS, Dec. 15/PRNewswire/ -- Panja (Nasdaq: PNJA - news) announced today
that it plans to sell its Synergy software division and relocate operations
of its Panja PHAST office from Salt Lake City to Dallas. These activities
will result in restructuring charges of $4.3 million to be taken in the
December quarter.

Panja also announced that revenues for the December quarter will be
approximately $20 million. Panja will report a loss in the December quarter
of approximately $0.50 per share.

"The restructuring moves we are announcing today are intended to make our
organization stronger and more focused on delivering products and services
which further our mission -- Extending the Internet Beyond the PC(TM)," said
Joe Hardt, Panja President & CEO. "The Panja 1000 product will be shipping in
the next few weeks into the consumer space. We expect to continue that
mission in 2000 by introducing some exciting new products and services which
will allow us to "Extend the Internet Beyond the PC" in the Enterprise," said
Hardt.

About Panja, Inc.

Panja is a new kind of Internet company, linking home and business appliances
seamlessly and meaningfully to Internet content and services. Panja (Nasdaq:
PNJA - news, www.panja.com - news) provides leading-edge technology that is
slashing Internet information and entertainment free of the bonds of the PC.
Panja is creating a whole new market for home and enterprise automation and
networking. Panja products serve consumer and enterprise markets, from
boardrooms to classrooms to living rooms. In delivering rich Internet content
to non-PC devices, Panja is opening new doors for content providers, people
who build broadband infrastructure ... and users. It's new world.

Certain information contained herein contains forward-looking statements (as
defined in the Private Securities Litigation Reform Act of 1995) regarding
future events or the future financial performance of the Company, and are
subject to a number of risks and other factors which could cause the actual
results of the Company to differ materially from those contained in and
anticipated by the forward-

<PAGE>

looking statements. Among such factors are: industry concentration and the
Company's dependence on major customers, competition, risks associated with
international operations and entry into new markets, government regulation,
variability in operating results, general business and economic conditions,
customer acceptance of and demand for the Company's new products, the
Company's overall ability to design, test, and introduce new products on a
timely basis, reliance on third parties, the Company's ability to manage
change, dependence on key personnel, dependence on information systems and
changes in technology. The forward-looking statements contained herein are
necessarily dependent upon assumptions, estimates and data that may be
incorrect or imprecise. Accordingly, any forward-looking statements included
herein do not purport to be predictions of future events or circumstances and
may not be realized. Forward-looking statements contained herein include, but
are not limited to, forecasts, projections and statements relating to
inflation, future acquisitions and anticipated capital expenditures. All
forecasts and projections in the report are based on management's current
expectations of the Company's near term results, based on current information
available pertaining to the Company, including the aforementioned risk
factors. Actual results could differ materially.



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