UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
(Amendment
No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report:
December 12,
2008
(Date of
earliest event reported)
CLST
HOLDINGS, INC.
(Exact name
of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
incorporation)
|
|
0-22972
(Commission File Number)
|
|
75-2479727
(I.R.S. Employer
Identification No.)
|
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.
This Form 8-K/A amends the Current Report on Form 8-K
filed December 18, 2008 (as amended by that certain Form 8-K/A filed March 5,
2009) filed by CLST Holdings, Inc. (the
Company
)
regarding its entry into a purchase agreement, effective as of December 10,
2008, through CLST Asset Trust II (the
Trust
), a
newly formed trust wholly owned by CLST Asset II, LLC, a wholly owned
subsidiary of CLST Financo, Inc. (
Financo
),
which is one of our direct, wholly owned subsidiaries, under which the Trust
committed to acquire, subject to certain limitations, on or before February 28,
2009, certain receivables, installment sales contracts and related assets of at
least $2 million owned by SSPE Investment Trust I (the
SSPE
Trust
) and SSPE, LLC (
SSPE
) (the
Purchase Agreement
). The purchases of receivables by the Trust are
financed by cash on hand and by advances under a non-recourse, revolving loan,
effective as of December 10, 2008, by and among the Trust, Summit Consumer
Receivables Fund, L.P. (
Summit
), as
Originator, SSPE and SSPE Trust, as Co-Borrowers, Summit and Eric J. Gangloff,
as Guarantors, Fortress Credit Corp., as the Lender, Summit Alternative Investments,
LLC, as the Initial Servicer, Lyon Financial Services, Inc., as the backup
servicer, and U.S. Bank National Association, as the collateral custodian (the
Credit Agreement
) and the letter agreement, effective as of
December 10, 2008, among the Trust, Financo, the Originator, the
Co-Borrowers, the Initial Servicer, and the Guarantors.
The sole purpose of this Form 8-K/A is to file
copies of the exhibits, schedules and annexes to the Purchase Agreement and the
Credit Agreement. Copies of the Purchase
Agreement and the Credit Agreement containing the attachments thereto are being
furnished as exhibits to this Form 8-K/A and are incorporated by reference
into this Item 1.01.
Item 2.03.
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
.
See the information set forth under Item 1.01 of this
Current Report on Form 8-K, all of which is incorporated by reference into
this Item 2.03.
Item
9.01.
Financial
Statements and Exhibits
.
(d)
Exhibits.
10.1 Purchase Agreement,
dated December 10, 2008, by and among SSPE, LLC, SSPE Investment Trust I,
and CLST Asset Trust II.
10.2 Credit
Agreement, dated December 10, 2008, by and among Summit Consumer
Receivables Fund, L.P., Summit Alternative Investments, LLC, SSPE, LLC, SSPE
Investment Trust I, CLST Asset Trust II, Summit Consumer Receivables Fund,
L.P., Eric J. Gangloff, Fortress Credit Corp., U.S. Bank National Association
and Lyon Financial Services, Inc.
2