-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFWt/U5houC3Hox+DKX2WhBvbbrTXgz/CskO16TzNQ8U8/HDrhhpM1VI5YrCqd11 vsavcrgkIYlQ4B1iAMVMfg== 0001325533-09-000058.txt : 20090914 0001325533-09-000058.hdr.sgml : 20090914 20090914122425 ACCESSION NUMBER: 0001325533-09-000058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090914 DATE AS OF CHANGE: 20090914 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLST HOLDINGS, INC. CENTRAL INDEX KEY: 0000913590 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 752479727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42959 FILM NUMBER: 091066942 BUSINESS ADDRESS: STREET 1: 17304 PRESTON ROAD STREET 2: DOMINION PLAZA, SUITE 420 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 972-267-0500 MAIL ADDRESS: STREET 1: 17304 PRESTON ROAD STREET 2: DOMINION PLAZA, SUITE 420 CITY: DALLAS STATE: TX ZIP: 75252 FORMER COMPANY: FORMER CONFORMED NAME: CLST Holdings, Inc. DATE OF NAME CHANGE: 20070403 FORMER COMPANY: FORMER CONFORMED NAME: CELLSTAR CORP DATE OF NAME CHANGE: 19931018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 654 BROADWAY STREET 2: SUITE 5 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 654 BROADWAY STREET 2: SUITE 5 CITY: NEW YORK STATE: NY ZIP: 10012 SC 13D/A 1 clhi2009091413da3.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CLST Holdings, Inc. ------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ------------------------------------------------- (Title of Class of Securities) 150925204 --------------------------------------- (CUSIP Number) RED OAK PARTNERS, LLC Attention: David Sandberg 145 Fourth Avenue, Suite 15A New York, NY 10003 Telephone: (212) 614-8952 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 24, 2009 ------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) Page 1 of 9 pages CUSIP No.: 150925204 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David Sandberg 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,561,554 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,561,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.05%** 14 TYPE OF REPORTING PERSON IN _________________________________ ** Based on 23,949,282 shares of common stock of CLST Holdings, Inc. outstanding at July 13, 2009, as reported in CLST Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009 filed with the Securities and Exchange Commission on July 14, 2009. Page 2 of 9 pages CUSIP No.: 150925204 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Red Oak Partners, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,561,554 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,561,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,561,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.05%** 14 TYPE OF REPORTING PERSON OO Page 3 of 9 pages CUSIP No.: 150925204 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Red Oak Fund, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 3,341,106 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 3,341,106 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,341,106 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.95%** 14 TYPE OF REPORTING PERSON PN Page 4 of 9 pages CUSIP No.: 150925204 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Pinnacle Partners, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 960,448 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 960,448 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.01%** 14 TYPE OF REPORTING PERSON OO Page 5 of 9 pages CUSIP No.: 150925204 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Pinnacle Fund, LLLP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 960,448 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 960,448 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,448 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.01%** 14 TYPE OF REPORTING PERSON PN Page 6 of 9 pages CUSIP No.: 150925204 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Bear Market Opportunity Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 260,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 260,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.09%** 14 TYPE OF REPORTING PERSON PN Page 7 of 9 pages ITEM 4. Purpose of Transaction. Item 4 as previously filed is amended by adding the following language: On August 24, 2009, David Sandberg, Red Oak Fund, L.P. ("Red Oak Fund") and Red Oak Partners LLC ("Red Oak Partners") sent a letter, attached as Exhibit A, to CLST Holdings (the "Company") informing the company that, in compliance with the Company's requirements under Article 6 (B), Red Oak Partners intends to bring up several items to a vote at the next annual meeting. These items include: the completion of the plan of dissolution, various transactions involving CLST Asset I, LLC, CLST Asset Trust II and CLST Asset Trust III, LLC, and the long term incentive plan adopted by the Board. On August 24, 2009, Sandberg, Red Oak Fund, L.P. ("Red Oak Fund") and Red Oak Partners LLC ("Red Oak Partners") sent a letter, attached as Exhibit B, to CLST Holdings (the "Company") informing the company that it plans to nominate two directors, Charles Bernard and David Sandberg, for the Director Class expiring in 2009. ITEM 7. Material to be Filed as Exhibits. Item 7 is hereby amended to add the following exhibits: Exhibit A: Letter to CLST Holdings, Inc. from the Reporting Persons Exhibit B: Letter to CLST Holdings, Inc. from the Reporting Persons Page 8 of 9 pages SIGNATURES After reasonable inquiry and to best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 14, 2009 /s/ David Sandberg - ------------------------- David Sandberg Red Oak Partners LLC By: /s/ David Sandberg ------------------------------- David Sandberg, Managing Member Pinnacle Partners, LLP By: Red Oak Partners LLC, its general partner By: /s/ David Sandberg ------------------------------- David Sandberg, Managing Member The Red Oak Fund, L.P. By: Red Oak Partners LLC, its general partner By: /s/ David Sandberg ------------------------------- David Sandberg, Managing Member Pinnacle Fund, LLLP By: Pinnacle Partners, LLC, its general partner By: Red Oak Partners LLC, its general partner By: /s/ David Sandberg ------------------------------- David Sandberg, Managing Member Bear Market Opportunity Fund, L.P. By: Red Oak Partners, LLC, its investment advisor By: /s/ David Sandberg ------------------------------- David Sandberg, Managing Member Page 9 of 9 pages EX-99.A 2 clhi13d20090914exhibita.txt RED OAK PARTNERS, LLC 654 Broadway, Suite 5A | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784 August 24, 2009 CLST Holdings, Inc. 17304 Preston Road, Suite 420 Dallas, Texas 75252 Attention: Robert A. Kaiser Re: Proposed Business at Annual Meeting Dear Mr. Kaiser / Corporate Secretary: We are sending you this notice to propose business for shareholder vote at the upcoming Annual Meeting, now scheduled for October 27, 2009. In accordance with requirements under Article 6 (B) of the Company's Certificate of Incorporation filed with the state of Delaware, enclosed is the required information for such notice: Stockholder proposing business: The Red Oak Fund, L.P. Address: 654 Broadway, Suite 5, New York, NY 10012 The Red Oak Fund, L.P. ("RO Fund") is the registered holder at the above address of 1,000 shares [represented by certificate No._C5020] of common stock of CLST Holdings, Inc. ("CLST" or the "Company"), a Delaware corporation. The RO Fund also beneficially owns 3,341,106 shares of the common stock of SMTC. Our previous stockholder proposal letter dated March 19th, 2009, included Attachments as Exhibit A of true and correct copies of (i) Schedule 13D filing dated February 18, 2009 and (ii) an amendment dated March 3, 2009 to the Schedule 13D serving as documentary evidence of RO Fund's current ownership interests. We refer you to those again as they have not changed, as well as to the certificate number referenced above. Red Oak Partners, LLC ("RO Partners") is the general partner of RO Fund, and David Sandberg is the managing member of RO Partners, such that RO Partners, the RO Fund, and David Sandberg have shared power to vote or direct the vote of, or to dispose or direct the disposition of the 3,341,106 shares of common stock held by RO Fund. The primary business of RO Fund is to make and manage investments as a hedge fund. During the past five years RO Fund has not (1) filed a petition under federal bankruptcy laws or any state insolvency law, (2) been convicted in a criminal proceeding or been a named subject of a criminal proceeding (excluding traffic violations and other minor offices), (3) been found by any court or competent jurisdiction to have violated any federal or state securities law or federal commodities law, or (4) been the subject of any order, judgment or decree limiting him from engaging in any type of business practice or in any activity in connection with the purchase or sale of any security or commodity. RO Fund intends to appear in person through its representatives or by proxy at the meeting to bring the business outlined below for the reasons outlined below: 1. Red Oak intends to submit the following resolution to an advisory vote of the stockholders at the next annual meeting: RESOLVED, that the stockholders hereby request the board of directors to complete the dissolution approved at the stockholder meeting held in 2007. 2. Red Oak intends to submit the following resolution for consideration and adoption at the next annual meeting of the stockholders: RESOLVED, that the stockholders hereby advise the board of directors that they do not approve of the transaction purportedly entered into as of November 10, 2008 whereby CLST Asset I, LLC, a wholly owned indirect subsidiary of the Company, entered into a purchase agreement to acquire the outstanding equity interest in FCC Investment Trust I and request the directors to take any available and appropriate actions. 3. Red Oak intends to submit for stockholder consideration and approval at the next annual meeting of the Company's stockholders the following resolution: RESOLVED, that the stockholders hereby disapprove the 2008 long term incentive plan adopted by the board of directors and request the board of directors not to issue any additional share grants or option grants under such plan and request that the directors rescind their approval of such plan. 4. At the next annual meeting of stockholders of the Corporation, Red Oak intends to submit for stockholder consideration and approval the following resolution: RESOLVED, that the stockholders hereby advise the board of directors that they disapprove of the transaction purportedly entered into as of December 12, 2008 pursuant to which CLST Asset Trust II, an indirect wholly owned subsidiary of the corporation, entered into a purchase agreement to acquire certain receivables on or before February 28, 2009 and request the directors to take any available and appropriate actions. 5. Red Oak hereby advises the board of directors that it intends to introduce the following resolution for consideration and approval at the next annual meeting of stockholders: RESOLVED, that the stockholders advise the board of directors that they disapprove of the transactions purportedly entered into as of February 13, 2009 whereby CLST Asset III, LLC, an indirect wholly owned subsidiary of the Company purchased certain receivables, installment contracts and related assets owned by Fair Finance Company and request the directors to take any available and appropriate actions. Very truly yours, Red Oak Partners, LLC By: ______________________ David Sandberg Managing Member EX-99.B 3 clhi13d20090914exhibitb.txt RED OAK PARTNERS, LLC 654 Broadway, Suite 5A | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784 August 24, 2009 CLST Holdings, Inc. 17304 Preston Road, Suite 420 Dallas, Texas 75252 Attention: Robert A. Kaiser Re: Director Nominations Dear Mr. Kaiser / Corporate Secretary: We are sending you this notice that we intend to nominate two directors for election to the Company's board of directors at the upcoming annual meeting now scheduled for October 27, 2009 - Charles Bernard to be nominated for election for the Director class which expired in 2008 and David Sandberg to be nominated for election for the Director class expiring in 2009. We intend to deliver a proxy statement and form of proxy to holders of at least the percentage of the Common Stock required under applicable law to elect our nominees. In accordance with requirements under Article 9 (C) of the Company's Certificate of Incorporation filed with the state of Delaware, enclosed is the required information for such nominations: Stockholder who intends to make the nominations: The Red Oak Fund, L.P. Address: 654 Broadway, Suite 5, New York, NY 10012 The Red Oak Fund, L.P. ("RO Fund") is the registered holder at the above address of 1,000 shares [represented by certificate No._C5020] of common stock of CLST Holdings, Inc. ("CLST" or the "Company"), a Delaware corporation. The RO Fund also beneficially owns 3,341,106 shares of the common stock of SMTC. Our previous stockholder nominating letter dated March 19th, 2009, included Attachments as Exhibit A of true and correct copies of (i) Schedule 13D filing dated February 18, 2009 and (ii) an amendment dated March 3, 2009 to the Schedule 13D serving as documentary evidence of RO Fund's current ownership interests. We refer you to those again as they have not changed, as well as to the certificate number referenced above. Red Oak Partners, LLC ("RO Partners") is the general partner of RO Fund, and David Sandberg is the managing member of RO Partners, such that RO Partners, the RO Fund, and David Sandberg have shared power to vote or direct the vote of, or to dispose or direct the disposition of the 3,341,106 shares of common stock held by RO Fund. RO Fund intends to appear in person through its representatives or by proxy at the meeting to nominate the persons specified in this notice. Information on each Nominee: Charles Bernard, age 36 Business Address: 32065 Castle Ct , Suite 100, Evergreen, CO 80439 Residence Address: 11 South Jackson St, Denver, CO 80209 Managing Director, White Peaks Asset Management David Sandberg, age 36 Business Address: 145 4th Avenue, Suite 15A, New York, NY 10003 Residence Address: 121 Hillair Circle, White Plains, NY 10605 Managing Member and Portfolio Manager, Red Oak Partners, LLC RO Partners manages the investments of, and has the authority to make investment decisions on behalf of, Bear Market Opportunity Fund, L.P., which Mr. Walker beneficially owns. Mr. Bernard is a manager of White Peaks Holdings LLC. White Peaks Holdings LLC, and Red Oak Partners, LLC are both managers of Pinnacle Partners, LLC, the general partner of Pinnacle Fund, LLLP. White Peaks Holdings, LLC and Red Oak Partners LLC are both managers of Pinnacle Capital, LLC, the investment advisor of Pinnacle Fund, LLLP. Red Oak Partners, LLC, as manager of the Pinnacle Capital, LLC, has authority to make investment decisions on behalf of Pinnacle Fund, LLLP. David Sandberg, RO Partners, RO Fund, Bear Market Opportunity Fund, L.P., Pinnacle Partners, LLC and Pinnacle Fund, LLLP collectively filed a Schedule 13D dated February 18, 2009, including an amendment thereto dated March 3, 2009, reporting their beneficial ownership of CLST stock. Attached as Exhibit A to our initial nominating letter dated March 19, 2009, were true and correct copies of that Schedule 13D and amendment, serving as documentary evidence of the current ownership interests of David Sandberg, RO Partners, RO Fund, Bear Market Opportunities Fund, L.P., Pinnacle Partners, LLC and Pinnacle Fund, LLLP, and we refer you to that copy and filing again. Other than the shares beneficially owned by Pinnacle Fund, LLLP, none of Mr. Bernard, Pinnacle Capital, LLC, Pinnacle Partners, LLC or White Peak Holdings LLC owns any CLST securities. None of the proposed nominees has during the past five years (1) filed a petition under federal bankruptcy laws or any state insolvency law, (2) been convicted in a criminal proceeding or been a named subject of a criminal proceeding (excluding traffic violations and other minor offices), (3) been found by any court or competent jurisdiction to have violated any federal or state securities law or federal commodities law, or (4) been the subject of any order, judgment or decree limiting him from engaging in any type of business practice or in any activity in connection with the purchase or sale of any security or commodity. Attached as Exhibit B is a description of the principal occupation or employment of each nominee during the past five years. Also attached as Exhibit C is the consent of each nominee to serve as a director if so elected. Our representative will appear in person at the meeting to nominate our nominees. Kind Regards, THE RED OAK FUND, L.P. By: RED OAK PARTNERS LLC, its general partner By: ______________________________ David Sandberg, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----