- Current report filing (8-K)
February 06 2009 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
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:
February 5,
2009
(Date
of earliest event reported)
CLST HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of incorporation)
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0-22972
(Commission File Number)
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75-2479727
(I.R.S. Employer
Identification No.)
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17304
Preston Road, Suite 420
Dallas,
Texas, 75252
(Address of
principal executive offices and zip code)
(972)
267-0500
(Registrants
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01.
Entry into a Material Definitive Agreement
.
On February 5, 2009, CLST
Holdings, Inc., a Delaware corporation (the
Company
),
adopted a rights plan and declared a dividend of one preferred share purchase
right for each outstanding share common stock of the Company. The dividend is
payable to our stockholders of record as of February 16, 2009. The terms
of the rights and the rights plan will be set forth in a Rights Agreement, by
and between the Company and Mellon Investor Services LLC, as Rights Agent (the
Rights Plan
).
This summary of rights
provides only a general description of the Rights Plan, and thus, should be
read together with the entire Rights Plan, which will be filed as an exhibit to
the registration statement on Form 8-A that will be filed by the
Company at the time the dividend is payable.
CLST adopted the Rights Plan
in an effort to protect stockholder value by
attempting
to protect against a possible limitation on our ability to use our net
operating loss carryforwards (the
NOLs
) to
reduce potential future federal income tax obligations. We have experienced and
continue to experience substantial operating losses, and under the Internal
Revenue Code and rules promulgated by the Internal Revenue Service, we may
carry forward these losses in certain circumstances to offset any current and
future earnings and thus reduce our federal income tax liability, subject to
certain requirements and restrictions. To the extent that the NOLs do not
otherwise become limited, we believe that we will be able to carry forward a
significant amount of NOLs, and therefore these NOLs could be a substantial
asset to us. However, if we experience an Ownership Change, as defined in Section 382
of the Internal Revenue Code, our ability to use the NOLs will be substantially
limited, and the timing of the usage of the NOLs could be substantially
delayed, which could therefore significantly impair the value of that asset.
The Rights Plan is intended
to act as a deterrent to any person or group acquiring 4.9% or more of our
outstanding common stock (an
Acquiring Person
)
without our approval. Stockholders who own 4.9% or more of our outstanding
common stock as of the close of business on February 16, 2009 will not
trigger the Rights Plan so long as they do not (i) acquire any additional
shares of common stock or (ii) fall under 4.9% ownership of common stock
and then re-acquire 4.9% or more of the common stock. The Rights Plan
does not exempt any future acquisitions of common stock by such persons. Any
rights held by an Acquiring Person are null and void and may not be exercised. We
may, in its sole discretion, exempt any person or group from being deemed an
Acquiring Person for purposes of the Rights Plan.
The Rights
. We authorized the issuance of one right per
each outstanding share of our common stock payable to our stockholders of
record as of February 16, 2009. Subject to the terms, provisions and
conditions of the Rights Plan, if the rights become exercisable, each right
would initially represent the right to purchase from us one ten-thousandth
of a share of our Series B Junior Participating Preferred Stock (
Series B Preferred Stock
) for
a purchase price of $6.01 (the
Purchase Price
).
If issued, each fractional share of Series B Preferred Stock would give
the stockholder approximately the same dividend, voting and liquidation rights
as does one share of our common stock. However, prior to exercise, a right does
not give its holder any rights as a stockholder of the Company, including
without limitation any dividend, voting or liquidation rights.
Series B Preferred
Stock Provisions.
Each one ten-thousandth of a share of Series B
Preferred Stock, if issued: (1) will not be redeemable; (2) will
entitle holders to quarterly dividend payments of $0.01 per one ten-thousandth
of a share of Series B Preferred Stock, or an amount equal to the dividend
paid on one share of common stock, whichever is greater; (3) will entitle
holders upon liquidation either to receive $1.00 per one ten-thousandth of a
share of Series B Preferred Stock or an amount equal to the payment made
on one share of common stock, whichever is greater; (4) will have the same
voting power as one share of common stock; and (5) if shares of our common
stock are exchanged via merger, consolidation, or a similar transaction, will
entitle holders to a per share payment equal to the payment made on one share
of common stock. The value of one
one-hundredth interest in a Preferred Share should approximate the value of one
share of common stock.
Exercisability
. The rights will not be exercisable until
the earlier of (i) 10 business days after a public announcement by us that
a person or group has become an Acquiring Person and (ii) 10 business days
after the commencement of a tender or exchange offer by a person or group for
4.9% of the common stock.
2
We refer to the date that
the rights become exercisable as the
Distribution Date
.
Until the Distribution Date, our common stock certificates will evidence the
rights and will contain a notation to that effect. Any transfer of shares of
common stock prior to the Distribution Date will constitute a transfer of the
associated rights. After the Distribution Date, the rights may be transferred
other than in connection with the transfer of the underlying shares of common
stock.
After the Distribution Date,
each holder of a right, other than rights beneficially owned by the Acquiring
Person (which will thereupon become null and void), will thereafter have the
right to receive upon exercise of a right and payment of the Purchase Price,
that number of shares of common stock having a market value at the time of
exercise of two times the Purchase Price.
Exchange
. After the Distribution Date, we may
exchange the rights (other than rights owned by an Acquiring Person, which will
have become null and void), in whole or in part, at an exchange ratio of one
share of common stock, or a fractional share of Series B Preferred Stock
(or of a share of a similar class or series of the Companys preferred stock
having similar rights, preferences and privileges) of equivalent value, per
right (subject to adjustment).
Expiration
. The rights and the Rights Plan will expire
on the earliest of (i) February 13, 2019, (ii) the time at which
the rights are redeemed pursuant to the Rights Agreement, (iii) the time
at which the rights are exchanged pursuant to the Rights Agreement, (iv) the
repeal of Section 382 of the Code or any successor
statute if we determine that the Rights Agreement is no longer necessary for the
preservation of NOLs, and (v) the beginning of a taxable year of the
Company to which we determine that no NOLs may be carried forward.
Redemption
. At any time prior to the time an Acquiring
Person becomes such, we may redeem the rights in whole, but not in part, at a
price of $0.01 per right (the
Redemption Price
).
The redemption of the rights may be made effective at such time, on such basis
and with such conditions as we in our sole discretion may establish.
Immediately upon any redemption of the rights, the right to exercise the rights
will terminate and the only right of the holders of rights will be to receive
the Redemption Price.
Anti-Dilution
Provisions
. We may
adjust the purchase price of the shares of Series B Preferred Stock, the
number of shares of Series B Junior Preferred Stock issuable and the
number of outstanding rights to prevent dilution that may occur as a result of
certain events, including among others, a stock dividend, a stock split or a
reclassification of the shares of Series B Preferred Stock or our common
stock. No adjustments to the purchase price of less than 1% will be made.
Amendments
. Before the Distribution Date, we may amend
or supplement the Rights Plan without the consent of the holders of the rights.
After the Distribution Date, we may amend or supplement the rights Plan only to
cure an ambiguity, to alter time period provisions, to correct inconsistent
provisions, or to make any additional changes to the Rights Plan, but only to
the extent that those changes do not impair or adversely affect any rights
holder.
The rights have certain
anti-takeover effects. The rights will
cause substantial dilution to a person or group who attempts to acquire the
Company on terms not approved by us. The
rights should not interfere with any merger or other business combination
approved by us since we may redeem the rights at $0.01 per right at any time
until the date on which a person or group has become an Acquiring Person.
Item 3.03.
Material Modification to Rights of Security
Holders
.
The information set forth
under Item 1.01. Entry into a Material Definitive Agreement of this Current
Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.03.
Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
In connection with the
adoption of the Rights Plan, we approved a Certificate of Designations of Series B
Junior Participating Preferred Stock designating 200,000 shares of Series B
Preferred Stock. We filed the
3
Certificate
of Designations for the shares of Series B Preferred Stock on February 5,
2009 with the Secretary of State of the State of Delaware and the Certificate
of Designations became effective on such date.
The full text of the Certificate of Designations is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
A description of the shares of Series B Preferred Stock is set
forth in Item 1.01 of this Current Report on Form 8-K and is incorporated
herein by reference. Such description is
qualified in its entirety by reference to the Certificate of Designations.
Item 9.01.
Financial Statements and Exhibits
.
(d)
Exhibits
3.1
Certificate of Designations of Series B
Junior Participating Preferred Stock.
99.1
Press release issued February 5, 2009 by
the Company
4
Signature
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.
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CLST HOLDINGS, INC.
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By:
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/s/ ROBERT A. KAISER
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Robert A. Kaiser
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President, Chief Executive Officer,
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Chief Financial Officer, Treasurer and Assistant
Secretary
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February 5, 2009
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