UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Filed by the Registrant o
Filed by a Party other than the Registrant x
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under Rule 14a-12
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CLST
HOLDINGS, INC.
(Name
of Registrant as Specified in its Charter)
RED
OAK PARTNERS, LLC
THE
RED OAK FUND, L.P.
PINNACLE
FUND, LLLP
PINNACLE
PARTNERS, LLC
BEAR
MARKET OPPORTUNITY FUND, L.P.
DAVID
SANDBERG
CHARLES
BERNARD
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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Aggregate
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Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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maximum aggregate value of transaction:
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Fee
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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Party:
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1
The
following letter enclosing a notice of the annual meeting of CLST Holdings was
sent to some stockholders beginning on or about December 4, 2009, pursuant to a
stipulation between CLST and Red Oak confirmed by an order of the District Court
of Dallas County, Texas, for the 134th judicial district. Because there was an
error and the materials were not mailed to all the record holders, the
December 15 meeting contemplated cannot be held.
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Red
Oak Partners, LLC
654
Broadway, Suite 5A | New York, New York 10012
Telephone
(212) 614-8952 | Facsimile (646) 390-6784
December
4, 2009
Dear CLST
Holdings, Inc. Shareholders,
By now
you have likely received our proxy statement regarding CLST’s upcoming
Annual Meeting scheduled for December 15, 2009 in Dallas, Texas. As
indicated in our proxy, our proxy does not constitute a formal notice of the
Annual Meeting. However, as also stated in our proxy, pursuant to a court
order entered into on November 13, 2009, CLST must either mail the meeting
notice by December 2, 2009 or provide Red Oak a copy of the notice and permit us
to mail the notice. You are receiving this notice from us
now pursuant to the court's order because CLST has not yet mailed
a notice to you . Accordingly, this mailing constitutes a formal
notice of the Annual Meeting. For additional details about the
meeting time, place, proposals, as well as further background formation, we
encourage you to refer to the proxy we mailed to you, which can also be found
online at www.ourmaterials.com/redoakfund.
Since Directors
Timothy Durham and Robert Kaiser were elected in 2007 following Mr.
Durham’s group's proxy fight against the prior Board, they have failed to hold
an Annual Meeting for over two years. During that time, shareholders have
been unable to vote for Directors whose terms have come up for re-election or
for shareholder proposals regarding CLST. Because of our concern that a
failure to attain quorum (through a sufficient number of votes received) may
result in further delays and because we seek to hold the annual meeting in
a timely manner, we believe it is very important that as many shareholders vote
as possible. Therefore, we encourage you to read our proxy
materials and to place your votes in a timely manner such that they may be
received and counted by the December 15, 2009 meeting date.
To
simplify the voting procedure, our blue proxy card contains both a phone number
and a website you may use to vote. At the time of this mailing, although
CLST has filed preliminary proxy materials, it has not yet been able to
mail its proxy. Therefore, currently only our proxy and our blue proxy card has been
filed with the SEC and mailed to shareholders. We encourage you to
read our proxy and vote on our proxy card as a means of expressing your
preferences as a shareholder of the Company. If CLST is able to mail
its proxy in time for the Annual Meeting, we encourage you to review their proxy
as well as ours in order to make as informed a decision as possible.
However, please bear in mind that only your votes on the last proxy card you vote on
will count.
Therefore,
if you agree with what we are asking you to vote on, please vote using our blue
proxy card and do not
vote on or mail in any other proxy
card.
Sincerely,
David
Sandberg
Red Oak
Partners, LLC
3
17304
Preston Road, Dominion Plaza, Suite 420
Dallas,
Texas 75252
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held December 15, 2009
To
our stockholders:
Our
Annual Meeting of Stockholders will be held at the Hilton Dallas Lincoln Centre,
5410 LBJ Freeway, Dallas, Texas, on December 15, 2009 at 10:00 a.m. Dallas,
Texas time. The close of business on October 30, 2009 has been fixed as the
record date for the determination of our stockholders entitled to receive notice
of, and to vote at, the meeting or any adjournment(s) or postponement(s)
thereof.
This
is intended only as a notice of annual meeting to our stockholders pursuant to
Section
222 of the Delaware General Corporation Law. This notice of annual meeting is
not
a solicitation of, or a request to execute or not execute, or to revoke, a
proxy.
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By
Order of our Board of Directors
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Dallas,
Texas
December
1, 2009
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