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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): July 11, 2000
THE PATHWAYS GROUP, INC.
(Exact Name of Registrant 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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(Registrant'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 5. OTHER EVENTS.
On July 11, 2000, The Pathways Group, Inc. (the "Company") executed
a letter of intent with Upgrade International Corporation ("Upgrade")
(OTCBB:UPGD) pursuant to which Upgrade will acquire 100% of the Company in an
all-share transaction. Upgrade proposes that each stockholder of the Company
receive one share of Upgrade common stock for each 14.3 shares of Company
common stock held by such stockholder. The acquisition is subject to the
negotiation of a definitive merger agreement, the receipt of all regulatory
approvals and stockholder approval.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE PATHWAYS GROUP, INC.
By: /s/ Carey F. Daly, II
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Name: Carey F. Daly, II
Title: President, Chief Executive Officer and
Chairman of the Board
Date: July 13, 2000
