<PAGE>
As filed with the Securities and Exchange Commission on February 8, 2000.
Registration No. 333-72325
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
PINNACLE GLOBAL GROUP, INC.
(Exact name of registrant as specified in its charter)
------------------------------------
TEXAS 76-0583569
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5599 SAN FELIPE, SUITE 555
HOUSTON, TEXAS 77056
(Address, including Zip Code, of Registrant's Principal Executive Offices)
------------------------------------
PINNACLE GLOBAL GROUP, INC.
1998 INCENTIVE PLAN
(Full Title of the Plan)
------------------------------------
Name, Address and Telephone Copy of communications to:
Number of Agent for Service:
ROBERT E. GARRISON II JAMES M. HARBISON, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER PORTER & HEDGES, L.L.P.
PINNACLE GLOBAL GROUP, INC. 700 LOUISIANA, SUITE 3500
5599 SAN FELIPE, SUITE 555 HOUSTON, TEXAS 77002-2764
HOUSTON, TEXAS 77056 PHONE: (713) 226-0600
PHONE: (713) 993-4610
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED
AMOUNT TO OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
Common Stock, par value $.01 per share 1,037,576 $4.1875 $4,344,850 $1,148
============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provision of the Pinnacle Global Group, Inc. 1998 Incentive Plan (the
"Incentive Plan").
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
the average of the high and low prices of the Common Stock reported on the
NASDAQ National Market on February 4, 2000. Pursuant to General Instruction
E. to Form S-8, the registration fee is calculated only with respect to the
additional securities registered under the Incentive Plan.
<PAGE>
This registration statement registers an additional 1,037,576 shares of
Common Stock related to the 1998 Incentive Plan which are the same class as
other securities for which a registration statement on Form S-8, No. 333-72325
(the "Previous Registration Statement"), has been previously filed. Pursuant to
General Instruction E. of Form S-8, the contents of the Previous Registration
Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
EXHIBITS DESCRIPTION
- -------- -----------
5.1 -- Opinion of Porter & Hedges, L.L.P. with respect to legality
of securities (filed herewith).
23.1 -- Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on signature page of previously
filed Registration Statement No. 333-72325).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 8th day of February, 2000.
PINNACLE GLOBAL GROUP, INC.
By: /s/ ROBERT E. GARRISON II
-----------------------------------------
Robert E. Garrison II,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the 8th day of February, 2000.
SIGNATURE TITLE
--------- -----
/s/ ROBERT E. GARRISON II President, Chief Executive Officer
------------------------------- and Director
ROBERT E. GARRISON II
/s/ TITUS H. HARRIS, JR. Chairman of the Board
------------------------------- and Director
TITUS H. HARRIS, JR.
/s/ DONALD R. CAMPBELL Vice Chairman, Principal Financial
------------------------------- Officer, Principal Accounting
DONALD R. CAMPBELL Officer and Director
/s/ DON A. SANDERS Vice Chairman and Director
-------------------------------
DON A. SANDERS
* Director
-------------------------------
STEPHEN M. RECKLING
* Director
-------------------------------
PETER W. BADGER
/s/ RICHARD C. WEBB Director
-------------------------------
RICHARD C. WEBB
* Director
-------------------------------
TONY COEHLO
3
<PAGE>
* Director
-------------------------------
W. BLAIR WALTRIP
* Director
-------------------------------
JAMES H. GREER
* Director
-------------------------------
JOHN H. STYLES
* Director
-------------------------------
T. CRAIG BENSON
/s/ BEN T. MORRIS Director
-------------------------------
BEN T. MORRIS
/s/ GEORGE L. BALL Director
-------------------------------
GEORGE L. BALL
*By: /s/ ROBERT E. GARRISON II
---------------------------
ROBERT E. GARRISON II, AS
ATTORNEY-IN-FACT
4
<PAGE>
INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
- -------- -----------
5.1 -- Opinion of Porter & Hedges, L.L.P. with respect to legality
of securities (filed herewith).
23.1 -- Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on signature page of previously
filed Registration Statement No. 333-72325).
5
<PAGE>
EXHIBIT 5.1
[PORTER & HEDGES LETTERHEAD]
February 8, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PINNACLE GLOBAL GROUP, INC. 1998 INCENTIVE PLAN;
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
333-72325 ON FORM S-8
Gentlemen:
We have acted as counsel to Pinnacle Global Group, Inc., a Texas
corporation ("Company"), in connection with the preparation for filing with the
Securities and Exchange Commission Post-Effective Amendment No. 1 to
Registration Statement No. 333-72325 on Form S-8 ("Registration Statement")
under the Securities Act of 1933, as amended. The Registration Statement relates
to the registration of an additional 1,037,576 shares ("Shares") of the
Company's common stock, par value $.01 per share ("Common Stock"), issuable
pursuant to the Company's 1998 Incentive Plan (the "Incentive Plan").
We have examined the Incentive Plan and such corporate records,
documents, instruments and certificates of the Company, and have reviewed such
questions of law as we have deemed necessary, relevant or appropriate to enable
us to render the opinion expressed herein. In such examination, we have assumed
without independent investigation the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of all
natural persons, and the conformity of any documents submitted to us as copies
to their respective originals. As to certain questions of fact material to this
opinion, we have relied without independent investigation upon statements or
certificates of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Incentive Plan, be validly issued, fully paid
and nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
PORTER & HEDGES, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pinnacle Global Group, Inc. on Form S-8 (File No. 333-72325) of our reports,
dated March 31, 1999, on our audits of the consolidated financial statements and
financial statement schedule of TEI, Inc. and Subsidiaries as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998, which reports are included in this Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Houston, Texas
February 8, 2000
