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Technology Stocks : The Panda Project (PNDA) -- Ignore unavailable to you. Want to Upgrade?

To: Q. who wrote (747)	1/21/1998 3:29:00 AM
From: Q.	Read Replies (2) \| Respond to of 1521

Panda filed an S-3/a prospectus yesterday to register some shares to be sold by its touts, the International Investor relations Group. If anybody had any doubts that tthe IIRG is motivated to hype the stock of this two-bit company, this should make it crystal clear. here's an excerpt: SELLING SECURITYHOLDERS All of the shares of Common Stock of the Company offered hereby are being sold by the Selling Securityholders named below. The Company will receive none of the proceeds from the sale of shares offered hereby. To the best knowledge of the Company, none of the Selling Securityholders beneficially owns 5% or more of the Company's outstanding Common Stock and none of the Selling Securityholders has held any office or maintained any material relationship with the Company or its predecessors or affiliates over the past three years. The following table sets forth information concerning the beneficial ownership of shares of Common Stock by the Selling Securityholders as of September 30, 1997 and the number of such shares included for sale in this Prospectus, assuming the sale of all Shares being offered by this Prospectus. The Common Stock offered hereby consists of (i) 42,667 and 27,429 shares, respectively, issuable upon the exercise of warrants (the "Warrants") granted by the Company to Dusseldorf Securities Limited and Jefferies & Company, Inc. in connection with a private placement by the Company of subordinated convertible debentures completed on April 14, 1997, and (ii) up to Page 20 36,924 shares (the "IIRG Shares") issuable to International Investor Relations Group, Inc. pursuant to a consulting agreement dated June 9, 1997 (the "Consulting Agreement"). The Warrants are exercisable during the period beginning April 14, 1997 and ending April 2, 2002 at exercise prices of $6.75 per share, in the case of the Warrant issued to Dusseldorf Securities Limited and $7.00 per share, in the case of the Warrant issued to Jefferies & Company, Inc. Of the IIRG shares, 18,462 have been issued as of the date hereof and, unless the Consulting Agreement is terminated, 9,231 shares shall be issued to IIRG on each of March 6, 1998 and June 6, 1998. Shares Shares Owned Shares Owned Selling Prior to Offered After Securityholders Offering Hereby Offering --------------- -------- ------- -------- Dusseldorf Securities Limited 73,585 42,667 30,918 Jefferies & Company, Inc. 24,429 24,429 -- International Investor Relations Group, Inc. 36,924 (1) 36,924 (1) -- -------- (1) Assumes issuance by the Company of all of the IIRG Shares.