SEC Info - Red Oak Partners, LLC, et al. - ‘SC 13D/A’ on 4/28/09 re: CLST Holdings, Inc.

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Red Oak Partners, LLC, et al. – ‘SC 13D/A’ on 4/28/09 re: CLST Holdings, Inc.

On: Tuesday, 4/28/09, at 11:51am ET · Accession #: 1214659-9-1007 · File #: 5-42959

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/28/09  Red Oak Partners, LLC             SC 13D/A               9:61K  CLST Holdings, Inc.               Securex Filings/FA
          Bear Market Opportunity Fund, L.P.
          David Sandberg
          Pinnacle Fund, LLLP
          Pinnacle Partners, LLC
          The Red Oak Fund, LP

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2                                       11     41K 
 2: EX-99.A     Miscellaneous Exhibit                                  2±    12K 
 3: EX-99.B     Miscellaneous Exhibit                                  3±    16K 
 4: EX-99.C     Miscellaneous Exhibit                                  5     29K 
 5: EX-99.D     Miscellaneous Exhibit                                  2     12K 
 6: EX-99.E     Miscellaneous Exhibit                                  1      9K 
 7: EX-99.F     Miscellaneous Exhibit                                  3     15K 
 8: EX-99.G     Miscellaneous Exhibit                                  3±    14K 
 9: EX-99.H     Miscellaneous Exhibit                                  3     16K

SC 13D/A — Amendment No. 2
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) As Previously Filed Is Amended by Adding the Following Language: Is Hereby Amended to Add the Following Exhibits: Material to be Filed as Exhibits Purpose of Transaction
1	1st Page - Filing Submission
8	Item 4. Purpose of Transaction
"	Item 4. As Previously Filed Is Amended by Adding the Following Language:
10	Item 7. Material to be Filed as Exhibits
"	Item 7. Is Hereby Amended to Add the Following Exhibits:

SC 13D/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549    

SCHEDULE 13D  

 Under the Securities Exchange Act of 1934

  (Amendment No. 2)*

   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)

April 27, 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 11 pages

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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)                         

22.19%**                                                              

14   TYPE OF REPORTING PERSON                                                   

IN                                                                    

_________________________________                                               
**      Based on 20,553,205 shares of common stock of CLST Holdings, Inc.       
outstanding at October 8, 2008, as reported in CLST Holdings, Inc.'s Quarterly  
Report on Form 10-Q for the quarter ended August 31, 2008 filed with the        
Securities and Exchange Commission on October 14, 2008.                         

  Page 2 of 11 pages

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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)                         

22.19%**                                                              

14   TYPE OF REPORTING PERSON                                                   

OO                                                                    

  Page 3 of 11 pages

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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)                         

16.26%**                                                              

14   TYPE OF REPORTING PERSON                                                   

PN                                                                    

  Page 4 of 11 pages

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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)                         

4.67%**                                                               

14   TYPE OF REPORTING PERSON                                                   

OO                                                                    

  Page 5 of 11 pages

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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)                         

4.67%**                                                               

14   TYPE OF REPORTING PERSON                                                   

PN                                                                    

  Page 6 of 11 pages

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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)                         

1.27%**                                                               

14   TYPE OF REPORTING PERSON                                                   

PN                                                                    

  Page 7 of 11 pages

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ITEM 4.  Purpose of Transaction.                                                

Item 4 as previously filed is amended by adding the following   
language:                                                                       

On March 18, 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") demanding, pursuant to 8 Del. Code ss. 220, to    
inspect and copy certain documents and records of the Company.  Specifically,   
they requested to see all records pertaining to minutes and analysis for        
stockholder nominations for the election of directors, classes of director and  
their terms, and discussions by the company and Board regarding amending the    
size of the Board from January 1, 2007 to present. The Reporting Persons        
planned to use the above stated information in order to asses their rights      
relative to Board representation, decide whether or not to nominate director/s  
and facilitate discussions (under full compliance with applicable laws) with    
other shareholders.                                                             

On March 19, 2009, Mr. Sandberg, Red Oak Fund and Red Oak Partners sent a       
letter, attached as Exhibit B, to the Company stating that via Section 211 of   
the Delaware Law, it intends to have the Company hold its 2008 annual meeting,  
should the Company decide to hold its 2009 annual meeting without holding its   
2008 meeting.  At the next shareholders meeting, the Reporting Persons intend   
to put forth several proposals including: a shareholder vote requesting the     
Board to implement the 2007 plan of dissolution, a shareholder vote to express  
disapproval of CLST Asset LLC's purchase of FCC Investment Trust I, a           
shareholder vote to express disapproval of the 2008 Long Term Incentive Plan, a 
shareholder vote to express disapproval of a purchase agreement effective       
December 10, 2008 for CLST Asset Trust II, and a shareholder vote to express    
disapproval of the February 13, 2009 transaction in which CLST Asset III, LLC   
purchased assets, receivables and installment sales contracts from Fair Finance 
Company, partly owned by Timothy Durham who is an officer and director of the   
Company.  Red Oak understands that such votes are in the nature of requests to  
the board or advisory statements.                                               

On March 19, 2009, Mr. Sandberg, Red Oak Fund and Red Oak Partners sent a       
letter, attached as Exhibit C, to the Company stating that under Section 211 of 
the Delaware Law, it intends to have the Company hold its 2008 annual meeting,  
should the Company decide to hold its 2009 annual meeting without holding its   
2008 meeting.  In addition, the Reporting Persons plan to nominate two          
directors for the Director class that expired in 2008 and two directors for the 
Director class that expires in 2009.                                            

On March 25, 2009, Jackson Walker L.L.P. ("Jackson Walker") representing the    
Company, sent a letter, attached as Exhibit D, to Mr. Sandberg, Red Oak Fund    
and its attorneys Paul, Hastings, Janofsky and Walker LLP ("Paul, Hastings").   
The letter states that the Company will not comply with the Reporting Persons'  
request for the inspection of books and records, as stated in the March 18      
letter to the Company.  Jackson Walker contends that the Reporting Persons did  
not comply with requirements under 8 Del. Code ss. 220.                         

On March 27, 2009, Mr. Sandberg, Red Oak Fund and Red Oak Partners sent a       
letter, attached as Exhibit E, to the Company.  In the letter, the Reporting    
Persons contend that they complied with requirements of 8 Del. Code ss. 220 in  
the March 18, 2009 and March 19, 2009 correspondence.  Furthermore, the         
Reporting Persons requested that the Company explain why it believes the        
Reporting Persons did not comply with 8 Del. Code ss. 220, as the Company       
contends in their March 25, 2009 letter.                                        

  Page 8 of 11 pages

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On April 1, 2009, Jackson Walker, representing the Company, sent a letter,      
attached as Exhibit F, to Mr. Sandberg, Red Oak Fund and Red Oak Partners       
stating that the Company refused to comply with the March 25 letter requesting  
certain information from the Company.  Jackson Walker stated that the Company   
does not need to furnish the information as they feel the Reporting Persons     
request does "not comply with the inspection requirements in Section 220."      

On April 3, 2009, Paul, Hastings, on behalf of the Reporting Persons, sent a    
letter, attached as Exhibit G, to Jackson Walker.  Paul, Hastings' letter       
addressed the previous letter Jackson Walker sent to the Reporting Persons      
dated Apr. 1, 2009, which stated that the Company refused to give the Reporting 
Persons certain information.  The Apr. 3 letter from Paul, Hastings requested   
that information relating to the reduction of the Company's Board of Directors  
in 2007, the addition of a Board member in 2009, and process for nominating     
Board members, be release to the Reporting Persons.                             

On April 6, 2009, Jackson Walker sent a letter, attached as Exhibit H, to Mr.   
Sandberg, Red Oak Fund and Red Oak Partners stating that the Company's Board    
rejected the Reporting Persons' nominations for Class I and Class II seats, as  
the nominations were not in accordance with the Company's certificate of        
incorporation.  In addition, the Company also rejects the Reporting Persons'    
proposals because "they are not proper in form or substance to come before an   
annual meeting..."  The letter goes on to say that the Company would be willing 
to respect the nominations and limited proposals provided that the Reporting    
Persons and the Company come to certain agreements, the Reporting Persons       
provide certain disclosures about its acquisition of the Company's shares, and  
the Reporting Persons not vote certain shares at the Annual Meeting.  The       
letter also states that the Board will delay the Annual Meeting, as currently   
scheduled for May 22, 2009, until September 25, 2009, unless the Company and    
Red Oak reach an agreement prior to April 12, 2009.  The company has since that 
time stated publicly that it will postpone its previously announced May, 2009   
stockholder meeting unless it is able to reach an agreement with Red Oak by     
April 12, which has not happened.                                               

Red Oak currently intends to nominate and seek to elect persons it has selected 
for all open seats on the company's board of directors, If there are only two   
seats open, one in the class with a term scheduled to expire in 2008 and one in 
the class with a term scheduled to expire in 2009,   Red Oak intends to         
nominate David Sandberg and Charles Bernard.  If there are two positions open   
in each class, Red Oak intends also to nominate Adrian Pertierra and Tobin      
Walker.  Red Oak also currently intends to consider steps to compel the company 
to hold meetings to elect directors and nominating additional persons for       
election to the director positions whose terms are set to expire in 2010.  The  
purpose of such nominations will be to elect directors who will actively        
consider the stockholders' expressed desire to carry out the plan of            
liquidation approved in 2007 and who Red Oak believes will not approve          
transactions inconsistent with the planned liquidation or  involving Mr.        
Timothy Durham or companies he controls,  who will not approve executive        

  Page 9 of 11 pages

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compensation plans or further grants of options or restricted shares, and who   
will, in Red Oak's opinion, be more closely aligned with stockholder interests. 

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

   Exhibit C: Letter to CLST Holdings, Inc. from the Reporting Persons

     Exhibit D: Letter to the Reporting Persons from Jackson Walker L.L.P.

   Exhibit E: Letter to CLST Holdings, Inc. from the Reporting Persons

     Exhibit F: Letter to the Reporting Persons from Jackson Walker L.L.P.

Exhibit G: Letter to Jackson Walker L.L.P. from Paul, Hastings, 
Janofsky & Walker LLP                                           

     Exhibit H: Letter to the Reporting Persons from Jackson Walker L.L.P.

   Page 10 of 11 pages

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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:  April 27, 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                                         

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	9/25/09	9		4, PRER14A
	5/22/09	9
Filed on:	4/28/09
	4/27/09	1	11
	4/12/09	9
	4/6/09	9		8-K
	4/3/09	9
	4/1/09	9
	3/27/09	8
	3/25/09	8		8-K
	3/19/09	8
	3/18/09	8
	2/13/09	8		4, 8-A12G, 8-K
	12/10/08	8
	10/14/08	2		10-Q, SC 13G
	10/8/08	2
	8/31/08	2		10-Q
	1/1/07	8
				List all Filings

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Filing Submission 0001214659-09-001007 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Red Oak Partners, LLC, et al. – ‘SC 13D/A’ on 4/28/09 re: CLST Holdings, Inc.

On: Tuesday, 4/28/09, at 11:51am ET · Accession #: 1214659-9-1007 · File #: 5-42959

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 2Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment No. 2
Document Table of Contents