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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 30, 2000
Date of Report (Date of earliest event reported)
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PINNACLE GLOBAL GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-30066 76-0583569
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
5599 SAN FELIPE, SUITE 555
HOUSTON, TEXAS 77056
(Address of principal executive office) (Zip Code)
(713) 993-4610
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2000, Blackford Securities Corporation, ("Blackford") merged into
Sanders Morris Harris Inc. ("SMH"), a wholly owned subsidiary of Pinnacle Global
Group, Inc. Blackford, based in Garden City, New York, specializes in providing
prime brokerage services to investment partnerships and execution services to
institutions, and is a member of the National Association of Securities Dealers.
The acquisition price of approximately $9,513,000 paid to the Blackford
shareholders consisted of cash payments totaling $5,513,000 and the issuance of
1,000,000 shares of Pinnacle Global's common stock. The consideration was
determined based on arms-length negotiations among the parties. Pinnacle
Global's own capital resources were used to fund the cash portion of the
acquisition price. The common stock issued in the merger had a value of
approximately $4,000,000, based upon the closing price of Pinnacle Global's
common stock on the Nasdaq Stock Market for the day prior to closing. The assets
acquired consisted primarily of cash equivalents, trade accounts receivable and
furniture and fixtures. The acquisition was accounted for using the purchase
method; accordingly, the assets and liabilities of Blackford have been recorded
at their estimated fair values at the date of acquisition.
As part of the acquisition, each of the former shareholders of Blackford agreed
not to sell or transfer their Pinnacle Global shares until after June 30, 2001.
Pinnacle also granted "piggyback" registration rights to the former owners of
Blackford to include their shares issued in the merger in future registered
offerings involving the company that are filed after expiration of the one-year
lockup period.
In connection with the acquisition, SMH also entered into employment agreements
with Arnold J. Barton, the former President of Blackford, Richard D. Grimes, the
former Executive Vice President of Blackford, and Jack D. Seibald, the former
Executive Vice President of Blackford.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a. Financial Statements of Business Acquired - Blackford Securities
Corporation
It is impracticable to provide the required financial statements for
Blackford as of the date of this Form 8-K. These financial statements
will be filed as soon as practicable, but in no event later than
September 12, 2000.
b. Pro Forma Information - Pinnacle Global Group, Inc. and Subsidiaries
It is impracticable to provide the required pro forma information as of
the date of this Form 8-K. This pro forma information will be filed as
soon as practicable, but in no event later than September 12, 2000.
c. Exhibits
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EXHIBIT NO. DESCRIPTION
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2.1 Merger Agreement dated June 30, 2000, among Pinnacle
Global Group, Inc., Sanders Morris Harris Inc.,
Blackford Securities Corporation, Arnold J. Barton,
Richard D. Grimes, Jack D. Seibald, Allison Weiss,
Deborah Weiss, Neil Lauro, and John Conlon.
10.1 Employment Agreement dated June 30, 2000, between
Sanders Morris Harris, Inc. and Arnold J. Barton.
10.2 Registration Rights Agreement dated June 30, 2000,
among Pinnacle Global Group, Inc., Arnold J. Barton,
Richard D. Grimes, Jack D. Seibald, Allison Weiss,
Neil Lauro, and John Conlon.
99.1 Press Release dated July 10, 2000.
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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 hereunto duly authorized.
PINNACLE GLOBAL GROUP, INC.
Date: July 14, 2000 By: /s/ Robert E. Garrison II
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Robert E. Garrison II
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Merger Agreement dated June 30, 2000, among Pinnacle Global Group, Inc.,
Sanders Morris Harris Inc., Blackford Securities
Corporation, Arnold J. Barton, Richard D. Grimes,
Jack D. Seibald, Allison Weiss, Deborah Weiss, Neil Laura,
and John Conlon.
10.1 Employment Agreement dated June 30, 2000, between Sanders Morris Harris,
and Arnold J. Barton.
10.2 Registration Rights Agreement dated June 30, 2000, among Pinnacle Global
Group, Inc., Arnold J. Barton, Richard D. Grimes, Jack D. Seibald, Allison
Weiss, Neil Lauro, and John Conlon.
99.1 Press Release dated July 10, 2000.
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