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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): 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 Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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 year ended December 31, 1999 included a statement that
the The Company has incurred recurring losses and negative cash flows from
operations and has deficits in working capital. PricewaterhouseCoopers LLP
stated that there was substantial doubt about the ability of the Company to
continue as a going concern. The opinion of PricewaterhouseCoopers LLP was not
qualified or modified as to audit scope or accounting principles. The Company
did not disagree with such statements.
(iii) Not applicable.
(iv) 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) Not applicable.
(a)(2) The Company is in the process of retaining its new independent
auditors.
(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 PricwaterhouseCoopers LLP, dated October 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-Finance,
Chief Financial Officer and Treasurer
Date: October 27, 2000
