UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION~~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~~

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

~~October~~December 2913, 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:

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.

~~Background~~CLST Holdings, Inc. (the “Company”) is a nominal party to the action captioned Ron Phillips and Scott Moorehead, Derivatively on Behalf of CLST Holdings, Inc., v. Timothy S. Durham, Robert A. Kaiser, and David Tornek, Cause No. 10-07655 (the “State Court Action”) and a party to the action captioned CLST Holdings, Inc. v. Red Oak Partners, LLC et al., Civil Action No. 3-09CV00291 (the “Federal Court Action”) (the State Court Action and the Federal Court Action are collectively referred to herein as the “Actions”). On December 13, 2010, the Company entered into a Memorandum of Understanding (the “Memorandum of Understanding”), which is a binding agreement among all parties to the Actions (the “Parties”) providing for complete settlement of the Actions on the terms and conditions set forth therein. The Memorandum of Understanding was entered into by the Parties without any presumption, concession or admission of any fault, liability or wrongdoing as to any facts or claims that have been or might be alleged in the Actions or in any other action or proceeding. Any capitalized terms that are undefined herein shall have the meaning set forth in the Memorandum of Understanding.

AsThe ~~previously~~Memorandum ~~disclosed,~~of ~~during~~Understanding ~~2008~~is ~~the~~subject ~~Company consummated~~to ~~two~~reasonable ~~acquisitions~~and ofmutually ~~consumer~~agreeable ~~notes~~confirmatory ~~receivable~~discovery ~~portfolios. On~~from ~~November 10, 2008,~~ the Company~~, through~~ ~~CLST~~and ~~Asset~~its I,Directors ~~LLC~~by ~~(“CLST~~the ~~Asset~~plaintiffs ~~I”), a~~in ~~wholly~~the ~~owned~~State ~~subsidiary~~Court ~~of CLST Financo~~Action, ~~Inc.~~to ~~(“Financo”), which~~be iscompleted ~~one~~prior ofto ~~our~~January ~~direct~~28, ~~wholly owned subsidiaries~~2010, ~~entered~~for ~~into~~the apurpose ~~purchase agreement~~of toconfirming ~~acquire~~whether ~~all of~~ the ~~outstanding~~settlement ~~equity interests~~ of ~~FCC Investment Trust I (“Trust I”) from a third party (~~the ~~“Trust~~State ICourt ~~Purchase~~Action ~~Agreement”). The~~is ~~purchase~~fair, ~~price~~reasonable ~~payable~~and in the ~~Trust~~best ~~I Purchase~~interests ~~Agreement~~of ~~was financed pursuant to~~ the ~~terms~~Company and ~~conditions~~its ~~set~~stockholders. In ~~forth in~~addition, the ~~credit~~settlement ~~agreement,~~is ~~dated~~subject ~~November 10,~~to ~~2008,~~receipt ~~among~~from ~~Trust~~the I,State ~~Fortress Credit~~Court Coof ~~LLC,~~an asorder aapproving ~~lender~~the ~~(“Fortress”), FCC~~settlement ~~Finance,~~of ~~LLC~~the ~~(“FCC”),~~State asCourt ~~the~~Action ~~initial servicer,~~ and ~~various~~the ~~other~~dismissal ~~parties~~of (the ~~“Trust~~State ICourt ~~Credit~~Action ~~Agreement”). On~~with ~~December 12~~prejudice, ~~2008~~and ~~we,~~such ~~through~~order ~~CLST~~is ~~Asset Trust~~finally IIaffirmed ~~(“Trust~~on ~~II”),~~appeal aor ~~newly~~is ~~formed trust~~no ~~wholly~~longer ~~owned~~subject byto ~~CLST~~appeal ~~Asset~~and ~~II,~~the ~~LLC~~settlement ~~(“CLST Asset II”), a wholly owned subsidiary~~ of ~~Financo,~~both ~~entered~~Actions ~~into~~will abecome ~~purchase~~effective ~~agreement~~on ~~to acquire~~such ~~certain~~date ~~receivables, installment sales contracts and related assets owned by SSPE Investment Trust I~~ (the “~~SSPE~~Effective ~~Trust~~Date”) and ~~SSPE,~~will ~~LLC~~close ~~(“SSPE”).~~simultaneously ~~Funding~~at ~~for~~that ~~Trust~~time. The ~~II included~~Company aexpects ~~revolving~~the ~~loan,~~settlement ~~which~~to ~~Trust~~become IIeffective ~~entered~~during ~~into~~the ~~with~~first ~~Summit~~quarter ~~Consumer Receivables~~of ~~Fund, L~~2011.P. The ~~(“Summit”), as~~Actions ~~originator, SSPE~~ and ~~SSPE~~all ~~Trust,~~proceedings astherein ~~co-borrowers,~~(including ~~Summit~~all ~~and Eric J. Gangloff, as Guarantors, Fortress Credit Corp. (“Fortress Corp.”~~discovery), ashave abeen ~~lender,~~stayed ~~Summit~~pending ~~Alternative~~submission ~~Investments,~~of ~~LLC, as~~ the ~~initial~~proposed ~~servicer,~~settlement ~~and~~to ~~various~~the ~~other~~State ~~parties~~Court ~~(“Trust II~~for ~~Credit~~its ~~Agreement”)~~consideration.

AsPursuant ~~previously~~to ~~disclosed, both Trust I and Trust II had been notified that they were in default of certain of their obligations under their respective credit agreements, and~~ the ~~Company’s~~Memorandum ~~investment in Trust I and Trust II was at a substantial risk~~ of ~~loss. The~~Understanding ~~Company’s outstanding balances under~~ the ~~Trust~~ IParties ~~Credit~~have ~~Agreement~~agreed ~~and~~to the ~~Trust II Credit Agreement were $21.9 million and $4.0 million~~following, ~~respectively,~~among asother ~~of August 31~~things, ~~2010. The~~to ~~Company~~be ~~had~~effective ~~been~~on ~~in discussions with Fortress and Fortress Corp. regarding these matters and has entered into~~ the ~~Trust~~Effective IDate ~~and Trust II settlement transactions discussed below in resolution of these matters~~ (~~the~~or ~~“Trust~~such Iother ~~and~~date ~~Trust~~as ~~II Settlement~~specified ~~Transactions”~~below).:

~~Trust~~· The ICompany ~~and~~shall ~~Trust~~not II(i) ~~Settlement~~engage ~~Transactions~~in any business transactions with any Directors or with any persons or entities who are affiliates of the Directors excepted as provided in the Memorandum of Understanding, or (ii) modify the cash compensation plan for members of its Board of Directors (the “Board”) or increase the cash compensation payable to Robert A. Kaiser, as an employee of the Company, during the term of the dissolution of the Company.

On· The ~~October~~Board ~~29,~~shall ~~2010,~~not ~~the~~recommend ~~Trust~~rescission Iof ~~Credit Agreement was amended, effective August 31, 2010 (~~the ~~“First Amendment”). Among~~Company’s ~~other things,~~dissolution ~~the~~unless ~~First Amendment provided additional funding to Trust I to enable~~ it to ~~purchase~~is ~~the~~subject ~~receivables portfolio of Trust II and pay in full the outstanding principal balance in addition~~ to ~~all accrued interest. Trust I executed an Amended and Restated Note in favor of Fortress, dated October 29, 2010 (~~the ~~“Amended and~~further ~~Restated~~consent ~~Note”), in the face amount~~ of ~~$25,763,950~~a ~~which modifies,~~majority ~~restates and replaces that certain Note, dated as~~ of ~~November 10, 2008, executed by Trust I in~~ the ~~original~~shares ~~face~~held amount of $34,891,977 (the “Existing Note”). Pursuant to the First Amendment, the Administrative Agent and Lenders (as such terms are defined in the First Amendment) (i) consented to the Sale and Assignment Agreement discussed below and (ii) waived all prior events of default under the Trust I Credit Agreement and the accrual and collection of default rate interest in connection with such events of default for the period from September 1, 2010 through October 29, 2010. In addition, the parties agreed that certain ineligible receivables acquired by ~~Trust I under the Trust I Purchase Agreement would be repurchased by Drawbridge Special Opportunities Fund LP (“Drawbridge”), or one of its~~ non-affiliates, for an amount equal to $176,964. These ineligible receivables were sold pursuant to the Ineligible Receivables Sale and Assignment Agreement discussed below. Also, the CLST Parties and the Fortress Parties (as each is defined in the First Amendment) agreed to a mutual release which released and discharged all claims, demands and causes of ~~action they may have against one another related to~~ the ~~Trust I Credit Agreement, the Trust II Credit Agreement and certain other related transaction documents~~Board. The First Amendment also amended certain terms and conditions of the Trust I Credit Agreement including, among others (i) the definitions of “Change of Control,” “Defaulted Receivable,” “Facility Amount” and “Interest Rate” and (ii) the Annualized Default Rate triggers and Delinquent Accounts Ratio triggers.

In· Timothy ~~connection~~S. ~~with~~Durham ~~the~~shall ~~Trust~~resign Ias ~~and~~Chairman ~~Trust~~of ~~II Settlement~~the ~~Transactions~~Board, ~~Trust~~but Imay ~~entered~~remain ~~into~~ a ~~Sale~~member ~~and Assignment, effective as~~ of ~~August 31, 2010 (~~the ~~“Sale~~Board. Mr. ~~and~~Durham ~~Assignment Agreement”),~~will ~~with~~refrain ~~Trust II, whereby Trust I purchased~~ from ~~Trust II~~voting ~~its~~on ~~portfolio~~any ofmatter ~~receivables~~in ~~along~~his ~~with~~capacity ~~all~~as ~~related security and rights to income and proceeds from the receivables for~~ a ~~purchase~~member ~~price~~ of ~~approximately $5.9~~the ~~million. Also~~Board, ~~Trust~~except Ifor ~~entered into~~ a ~~Sale~~vote ~~and~~consistent ~~Assignment,~~with ~~effective~~the asunanimous vote of ~~October 29, 2010 (~~the ~~“Ineligible~~other ~~Receivables~~members ~~Sale~~of ~~and~~the ~~Assignment Agreement”),~~ Board.

2· The Parties mutually release all claims between the State Plaintiffs and the Company on the one hand and the Directors on the other, and between the Red Oak Parties on the one hand and the Directors and CLST, including any future claims arising out of the claims made in either of the Actions. The released claims shall not include any claims by the Directors for indemnity and advancement under the Company’s charter and bylaws, nor shall the released claims include any claims by the Company or Directors under any insurance policy maintained by the Company.

~~with 50-by-50~~· The ~~LLC,~~sum ~~an affiliate~~ of ~~Drawbridge (the “Buyer”)~~$2, ~~whereby~~700,000 ~~Trust~~will Ibe ~~sold~~paid ~~certain~~to ~~ineligible receivables acquired under~~ the ~~Trust~~Company ~~I Purchase~~by ~~Agreement~~its toinsurance ~~Buyer for an amount equal to $176,964~~provider.

~~Copies~~· The Directors of the ~~First~~Company ~~Amendment,~~shall ~~Amended~~cause the Company’s insurance provider and ~~Restated Note~~the insurance provider has agreed to pay, ~~Sale~~within five (5) business days of the Effective Date, (i) $2,250,000 to counsel for the plaintiffs in the State Court Action as compensation for their fees and ~~Assignment~~expenses ~~Agreement~~incurred therein and ~~Ineligible~~in ~~Receivables~~recognition ~~Sale~~of the value provided by plaintiffs and ~~Assignment~~ ~~Agreement~~their ~~are~~counsel ~~being~~to ~~furnished~~the asCompany ~~exhibits~~through the filing and litigation of the State Court Action and (ii) $550,000 to ~~this~~the ~~Current~~Red ~~Report~~Oak ~~on Form~~Parties ~~8-K~~in satisfaction of their known and ~~are~~unknown ~~incorporated~~claims, byincluding ~~reference~~but ~~into~~not ~~this~~limited ~~Item~~to 1all claims asserted in the Federal Court Action.~~01.~~

~~Item~~· The ~~2.03.~~Company ~~Creation~~and ofthe aDirectors, ~~Direct~~on ~~Financial~~the ~~Obligation~~one hand, and the Red Oak Parties and State Plaintiffs on the other, shall not directly or anindirectly ~~Obligation~~initiate ~~under~~a proceeding or lawsuit against one another, other than (i) an ~~Off-Balance~~action ~~Sheet~~to ~~Arrangement~~enforce the terms of the Memorandum of Understanding or Settlement; or (ii) an action against the Company for failing to treat the Red Oak Parties or their affiliates in a ~~Registrant~~

~~The disclosure contained in Item 1.01 is incorporated herein by reference.~~2

~~Item~~fashion ~~9.01~~pari ~~Financial~~passu ~~Statements~~with ~~and~~other ~~Exhibits~~stockholders of the Company with respect to the distribution of money or property.

~~(d) Exhibits~~· The Red Oak Parties and the State Plaintiffs shall not interfere, directly or indirectly, in the current or prospective business relationships of the Company and/or its Directors.

~~10.1 First~~A ~~Amendment to~~copy ~~Credit Agreement, dated as~~ of ~~October~~the ~~29,~~Memorandum ~~2010 but effective as~~ of ~~August 31,~~Understanding ~~2010,~~is bybeing ~~and~~furnished ~~among~~in ~~FCC~~its ~~Investment~~entirety ~~Trust~~as I,an ~~Fortress~~exhibit ~~Credit~~to Cothis ~~LLC,~~Current ~~Fortress Credit~~Report ~~Funding~~on IForm ~~LP,~~8-K ~~Fortress~~and ~~Credit~~is ~~Funding~~incorporated ~~III~~by ~~LP,~~reference ~~Fortress~~into ~~Credit Opportunities~~this IItem L1.P01.~~, FCC Finance, LLC, U.S. Bank National Association and Lyon Financial Services, Inc.~~

~~10.2 Amended~~Contemporaneously ~~and Restated~~with ~~Note~~the Effective Date, ~~dated~~the asCompany expects to extend the term of ~~October~~its ~~29,~~Management ~~2010,~~Liability byand ~~FCC~~Company ~~Investment~~Reimbursement ~~Trust~~policy Iwith inXL ~~favor~~ Specialty Insurance Company for a period of ~~Fortress~~24 ~~Credit~~months Coat ~~LLC~~a premium of approximately $1,400,000. This insurance policy includes directors and officers liability coverage.

*10Item 5.~~3 Sale~~02 ~~and Assignment~~Departure ~~Agreement,~~of ~~dated~~Directors asor ofCertain ~~August~~Officers; ~~31,~~Election ~~2010,~~of byDirectors; ~~and~~Appointment ~~between~~of ~~CLST~~Certain ~~Asset Trust~~Officers; IICompensatory ~~and~~Arrangements ~~FCC~~of ~~Investment~~Certain ~~Trust I~~Officers.

*10.4 SaleThe ~~and Assignment~~disclosure ~~Agreement,~~contained ~~dated~~in asItem of1.01 ~~October~~is ~~29,~~incorporated ~~2010,~~herein by ~~and between FCC Investment Trust I and 50-by-50 LLC~~reference.

* PortionsItem of9.01. ~~these~~Financial ~~exhibits have~~Statements ~~been omitted pursuant to a request for confidential treatment filed with the Securities~~ and ~~Exchange Commission~~Exhibits.

3(d) Exhibits.

~~SIGNATURES~~10.1 Memorandum of Understanding dated December 13, 2010.

~~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.~~SIGNATURES

	CLST HOLDINGS, INC.
Dated: November 3, 2010	By:	/s/ Robert A. Kaiser
		Robert A. Kaiser
		President and Chief Executive Officer

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: December 17, 2010	By:	/s/ Robert A. Kaiser
		Robert A. Kaiser
		President and Chief Executive Officer

Filing Compare · CLST HOLDINGS, INC.