8-K

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)

June 17, 2010

CLST Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-22972	75-2479727
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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

As previously disclosed on our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2010, on June 17, 2010, the Board of Directors (the “Board”) of CLST Holdings, Inc. (the “Company”) approved amendments to (i) that certain Rights Agreement, dated as of February 13, 2009 by and between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Plan”) and (ii) its Plan of Dissolution, which was approved by its stockholders on March 28, 2007 (the “Plan of Dissolution”).

The amendment to the Rights Plan allows the Board, in the event that rights under the Rights Plan are triggered and are not exercisable for any reason, including the closing of the Company’s stock transfer records on June 24, 2010 pursuant to the Plan of Dissolution, to make adjustments to liquidating distributions payable to the Company’s stockholders, as would have been appropriate had an exchange of rights been effected under the Rights Plan.  The amendment to the Rights Plan is furnished herewith in its entirety as Exhibit 4.1 and is incorporated by reference herein.

In addition, consistent with the Board’s amendment to the Rights Plan, the Board also approved an amendment to the Company’s Plan of Dissolution, as disclosed in its Current Report on Form 8-K which was filed with the SEC on June 18, 2010.

On June 18, 2010, the Company issued a press release announcing the amendments to the Rights Plan and the Plan of Dissolution.  A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 9.01               Financial Statements and Exhibits

(d)           Exhibits

4.1           Amendment dated June 17, 2010 to Rights Agreement dated as of February 13, 2009 by and between the Company and Mellon Investor Services LLC, as Rights Agent

99.1         Press Release dated June 17, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLST HOLDINGS, INC.
Dated: June 18, 2010	By:	/s/ Robert A. Kaiser
		Robert A. Kaiser
		President and Chief Executive Officer

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EX-4.1

Exhibit 4.1

Execution Version

AMENDMENT

TO
RIGHTS AGREEMENT

This Amendment (this “Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of February 13, 2009, by and between CLST Holdings, Inc. (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), is entered into by and between the Company and the Rights Agent and amends the Rights Agreement. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Rights Agreement.

RECITALS

WHEREAS, pursuant to Section 26 of the Rights Agreement the Company may, and the Rights Agent shall, if the Company so directs, amend the Rights Agreement prior to a Distribution Date without the approval of any holders of Rights;

WHEREAS, to the knowledge of the Board of Directors of the Company, there has been no occurrence of a Distribution Date; and

WHEREAS, the Board of Directors of the Company has approved this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Rights Agreement as follows:

Section 1. Amendments. Section 23 of the Rights Agreement is amended by adding the following language to the end of the section:

“(d) Notwithstanding anything in this Agreement to the contrary, in the event that any Person shall have become an Acquiring Person and the Board shall (i) not conduct an exchange of the Rights pursuant to this Section 23, and (ii) determine that the Rights are not exercisable, or are not conveniently exercisable, for any reason including the closing of the Company’s stock transfer records pursuant to Section 5 of the Plan of Dissolution of Cellstar Corporation, adopted as of March 28, 2007 (the “Plan of Dissolution”) or the expense of compliance with Section 9(g) of this Agreement or any law applicable to the distribution or exercise of the Rights, then the Board may in full satisfaction of the Company’s obligations under Sections 11 and 23 of this Agreement, and in its sole discretion, in connection with authorizing and making distributions in respect of the Company’s equity securities pursuant to Section 5(d) of the Plan of Dissolution, make such adjustments to the amounts distributable and distributed to holders of the Company’s Common Stock and Preferred Stock as would have been appropriate had an exchange of

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the Rights under Section 23 of this Agreement been previously consummated by all parties entitled to participate, for the purpose of permitting the Board to provide to holders of the Rights in connection with the dissolution of the Company the benefits and payments such Persons could have received had an exchange contemplated in this Section 23 been consummated.  No distribution to holders of the Company’s Common Stock or Preferred Stock shall be made under Section 5 of the Plan of Dissolution until such time as the Board shall have determined to exercise or refrain from exercising the rights set forth in this Section 23(d).  A determination by the Board to refrain from exercising its rights under this Section 23(d), with prompt written notice to the Rights Agent, shall not prejudice the rights, if any, of a holder of Rights under Sections 7 or 11 of this Agreement to a claim subject to Section 5(b) of the Plan of Dissolution.  The Company hereby confirms that this Section 23(d) does not modify or in any way alter the rights, duties, obligations or liabilities of the Rights Agent as set forth in this Agreement including but not limited to those provided for in Section 19 and nothing in this Section 23(d) shall impose on the Rights Agent any obligation under, or to interpret, administer or assure the performance of any other person with respect to the Plan of Dissolution.”

Section 2. Effectiveness. The Amendment shall be effective as of June 17, 2010.  Except as set forth in Section 1 hereof, the terms and provisions of the Rights Agreement remain in full force and effect and are hereby ratified and confirmed.

Section 3. Authority. Each party represents that such party has full power and authority to enter into this Amendment and that this Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Section 4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State; provided, however, that all provisions, regarding the rights, duties, obligations and liabilities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

Section 5. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

CLST HOLDINGS, INC.
By:	/s/ Robert A. Kaiser
	Robert A. Kaiser
	President
MELLON INVESTOR SERVICES LLC,
as Rights Agent
By:	/s/ Ann Peters
Name:	Ann Peters
Its:	Vice President and Relationship Manager

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EX-99.1

Exhibit 99.1

CLST Holdings, Inc. News Release

Contacts:	Robert A. Kaiser
	President, Chief Executive Officer
	(972) 267-0500

FOR IMMEDIATE RELEASE

CLST Holdings, Inc. Announces Amendment of Rights Plan and Plan of Dissolution

DALLAS, June 18, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on June 17, 2010, the Board of Directors of the Company approved amendments to its stockholder rights plan (the “Rights Plan”) and its Plan of Dissolution.

The amendment to the Rights Plan allows the Board, in the event that rights under the Rights Plan are triggered and are not exercisable for any reason, including the closing of the Company’s stock transfer records on June 24, 2010 pursuant to the Company’s Plan of Dissolution, to make adjustments to liquidating distributions payable to the Company’s stockholders, as would have been appropriate had an exchange of rights been effected under the Rights Plan.

In addition, consistent with the Board’s amendment to the Rights Plan, the Board also approved an amendment to the Company’s Plan of Dissolution which allows the Board to adjust liquidating distributions to the Company’s stockholders in accordance with the Rights Plan.

Forward-Looking Statements

Certain information included herein may constitute “forward-looking” statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from future results, performance, litigation results or achievements expressed or implied by such forward-looking statements. When used in this report, the words “anticipates,” “estimates,” “believes,” “continues,” “expects,” “intends,” “may,” “might,” “could,” “should,” “likely,” “plan,” and similar expressions are intended to be among the statements that identify forward-looking statements. Statements of various factors that could cause the actual results, performance or achievements of the Company or future events relating to the Company to differ materially from the Company’s expectations (“Cautionary Statements”) are disclosed, including, without limitation, those discussed in the “Risk Factors” section in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2009, those statements made in conjunction with the forward-looking statements and otherwise herein. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the Cautionary Statements. We have no intention, and disclaim any obligation, to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.