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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 20, 2000
THE PATHWAYS GROUP, INC.
(Exact Name of The Company as Specified in Its Charter)
Delaware 000-24119 91-1617556
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
14201 N.E. 200th Street, Woodinville, Washington 98072
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(Address of Principal Executive Offices) (Zip Code)
425.483.3411
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(The Company's Telephone Number, Including Area Code)
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN THE COMPANY'S CERTIFYING ACCOUNTANT.
(a)(1)
(i) The Company's auditors, PricewaterhouseCoopers LLP resigned as
the Company's auditors on October 20, 2000.
(ii) The report of PricewaterhouseCoopers LLP on the Company's
financial statements for the fiscal years ended December 31, 1999 and 1998
contained no adverse opinion or disclaimer of opinion and were not modified as
to uncertainty, audit scope or accounting principle, except that their report on
the Company's December 31, 1999 financial statements included a separate
paragraph indicating that the Company has incurred recurring losses and negative
cash flows from operations and has deficits in working capital, and that such
matters raised substantial doubt about the ability of the Company to continue as
a going concern. The Company did not disagree with such statements.
(iii) Not applicable.
(iv) During the two most recent fiscal years and through October 20,
2000, there were no disagreements between the Company and PricewaterhouseCoopers
LLP on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report.
(v) The registrant has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter dated December 20, 2000 is
filed as an Exhibit to this Form 8-K.
(a)(2) .
(i) Not applicable.
(ii) Not applicable.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
16.1 Letter from PricewaterhouseCoopers LLP, dated December 20,
2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the the Company has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE PATHWAYS GROUP, INC.
By \s\ Robert E. Boeck
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Robert E. Boeck
Senior Vice President, Chief
Financial Officer
Date: December 21, 2000
