CLST Holdings Adopts Stockholder Rights Plan Structured to Preserve Use of Net Operating Losses
February 05 2009 - 9:47PM
PR Newswire (US)
DALLAS, Feb. 5 /PRNewswire-FirstCall/ -- CLST Holdings, Inc. (Pink
Sheets: CLHI)("CLST") today announced that it has adopted a
stockholder rights plan (the "Rights Plan") designed to preserve
stockholder value and the value of certain tax assets primarily
associated with net operating loss carryforwards ("NOLs") and built
in losses under Section 382 of the Internal Revenue Code. CLST's
ability to use its NOLs and built in losses would be limited if
there was an "ownership change" under Section 382. This would occur
if stockholders owning (or deemed under Section 382 to own) 5% or
more of the CLST's stock increase their collective ownership of the
aggregate amount of outstanding shares of CLST by more than 50
percentage points over a defined period of time. The Rights Plan
was adopted to reduce the likelihood of an "ownership change"
occurring as defined by Section 382. Under the Rights Plan, one
right will be distributed for each share of common stock of CLST
outstanding as of the close of business on February 16, 2009.
Effective February 16, 2009, if any person or group acquires 4.9%
or more of the outstanding shares of common stock of CLST without
CLST's approval, there would be a triggering event causing
significant dilution in the voting power of such person or group.
After any such triggering event, each holder of a right, other than
rights beneficially owned by the person or group acquiring 4.9% or
more shares (which such rights will thereupon become null and
void), will thereafter have the right to receive upon exercise of a
right and payment of the exercise price set forth in the Rights
Plan, that number of shares of common stock having a market value
at the time of exercise of two times the exercise price. However,
existing stockholders who currently own 4.9% or more of the
outstanding shares of common stock will trigger a dilutive event
only if they acquire additional shares. The Rights Plan may be
amended or terminated by CLST at any time, prior to the Rights
being triggered. The Rights Plan will continue in effect for ten
years after the date of the Rights Plan, unless it is terminated or
the rights are redeemed earlier by CLST. On or prior to February
16, 2009, the Rights Plan will be filed by CLST with the Securities
and Exchange Commission; this filing will contain additional
information regarding the terms and conditions of the Rights Plan.
In addition, stockholders of record of CLST as of February 16, 2009
will be mailed a detailed summary of the Rights Plan.
Forward�??Looking Statement Certain information included herein and
in other company reports may contain forward�??looking statements,
including statements concerning estimated future sales and
earnings, new product introduction, and operational improvement.
Forward�??looking statements involve known and unknown risks and
uncertainties that may cause the actual results in future periods
of CLST Holdings, Inc. to differ materially from forecasted
results. Please refer to our reports and filings with the
Securities and Exchange Commission, including our most recent
Annual Report on Form 10�??K and Quarterly Reports on Form 10�??Q,
for a further discussion of these risks and uncertainties. We also
caution you not to place undue reliance on forward�??looking
statements, which speak only as of the date they are made. We
undertake no obligation to update publicly any forward�??looking
statements to reflect new information, events or circumstances
after the date they were made or to reflect the occurrence of
unanticipated events. DATASOURCE: CLST Holdings, Inc. CONTACT:
Robert A. Kaiser, President, Chief Executive Officer, Chief
Financial Officer, Treasurer and Assistant Secretary of CLST
Holdings, Inc., +1-972-267-0500 Web Site:
http://www.clstholdings.com/
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