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 (Date of
earliest event reported)
September 11, 2009
CLST
Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-22972
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75-2479727
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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17304 Preston Road, Suite 420
Dallas, Texas, 75252
(Address of principal executive offices
including Zip Code)
(972)
267-0500
(Registrant’s 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:
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 5.02.
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(c) Appointment of
Certain Officers
On September 11,
2009, Timothy S. Durham was appointed to replace Robert A. Kaiser as Chairman
of the Board of Directors of CLST Holdings, Inc. (the “Company”). Mr. Durham is currently serving a
three-year term as a Class III director and was elected as Secretary of
the Company on August 7, 2007. Mr. Durham
is also the Chairman and Chief Executive Officer of Obsidian Enterprises, Inc.
(“Obsidian”), a private holding company that invests in small and mid cap
companies in basic industries such as manufacturing and transportation. As Chief Executive Officer of Obsidian, Mr. Durham
is responsible for strategic direction and financial issues. Mr. Durham also serves as Chairman of
Fair Holdings, Inc. (“Fair Holdings”), a financial services company, where
his responsibilities include strategic direction and financial issues. He has held such positions with Obsidian and
Fair Holdings for more than five years. Mr. Durham
also serves as a director of National Lampoon, Inc. and has done so since
2002.
There are no arrangements
or understandings between Mr. Durham and the Company or any other persons
pursuant to which Mr. Durham was selected as Chairman. Mr. Durham does not have a family
relationship with any director or executive officer of the Company.
Effective February 13,
2009, the Company, through CLST Asset III, LLC (“CLST Asset III”), purchased
certain receivables, installment sales contracts and related assets owned by
Fair Finance Company, an Ohio corporation (“Fair”) Mr. Durham and James F.
Cochran. Mr. Durham is Chief
Executive Officer and Director of Fair and is also a majority stockholder of
Fair. James F. Cochran, who is a
stockholder of the Company, is also Chairman and Director of Fair. Mr. Durham and Mr. Cochran own all
of the outstanding equity of Fair. In
return for the receivables, installment sales contracts and related assets,
CLST Asset III paid the sellers total consideration of $3,594,354 as follows:
(1)
cash in the amount of $1,797,178 of which $1,417,737
was paid to Fair, $325,440 was paid to Mr. Durham and $54,000 was paid to Mr. Cochran,
(2)
2,496,077 newly issued shares of our common stock at a
price of $0.36 per share, of which 1,969,077 shares of Common Stock were issued
to Fair, 452,000 shares of Common Stock were issued to Mr. Durham and
75,000 shares of Common Stock were issued to Mr. Cochran and
(3)
six promissory notes (the “
Notes
”) issued by
CLST Asset III in an aggregate original stated principal amount of $898,588, of
which two promissory notes in an aggregate original principal amount of
$708,868 were issued to Fair, two promissory notes in an aggregate original
principal amount of $162,720 were issued to Mr. Durham and two promissory
notes in an aggregate original principal amount of $27,000 were issued to Mr. Cochran.
The Notes issued by CLST Asset III in favor of the
sellers are full-recourse with respect to CLST Asset III and are unsecured.
The three Notes relating to Portfolio A (the “
Portfolio A Notes
”)
are payable in 11 quarterly installments, each consisting of equal principal
payments, plus all interest accrued through such payment date at a rate of 4.0%
plus the LIBOR Rate (as defined in the Portfolio A Notes). The three
Notes relating to Portfolio B (the “
Portfolio B Notes
”) are payable in 21
quarterly installments, each consisting of equal principal payments, plus all
interest accrued through such payment date at a rate of 4.0% plus the LIBOR
Rate (as defined in the Portfolio B Notes).
At least initially, Fair will continue to act as servicer for the
receivables of this portfolio.
Fair will receive no additional consideration for
acting as servicer. For further
information regarding this transaction, please refer to our Current Report on Form 8-K
filed with the SEC on February 20, 2009.
Also, pursuant to the
terms of that certain credit agreement, dated November 10, 2008, among FCC
Investment Trust I (the “Trust”), Fortress Credit Co LLC (“Fortress”), FCC
Finance, LLC (“FCC”), as the initial servicer, Lyon Financial Services, Inc.
(d/b/a U.S. Bank Portfolio Services), as the backup servicer, and U.S. Bank
National Association, as the collateral custodian (the “Trust Credit Agreement”),
Fair may become the servicer of the CLST Asset I, LLC (“CLST Asset I”)
portfolio if and only if there occurs an event of a default by the then current
servicer and only if Fair is not then in default either as a borrower or as a
servicer under any credit facility to which Fortress
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