- Current report filing (8-K)
July 30 2010 - 6:03AM
Edgar (US Regulatory)
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)
July 23, 2010
CLST Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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0-22972
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75-2479727
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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17304 Preston Road, Suite 420
Dallas, Texas, 75252
(Address of principal executive offices
including Zip Code)
(972)
267-0500
(Registrants 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 7.01. Regulation FD Disclosure
As
previously disclosed, on December 18, 2006, CLST Holdings, Inc. (the
Company
) entered into a definitive
agreement (the
Mexico Sale Agreement
) with
Soluciones Inalámbricas, S.A. de C.V. (
Wireless
Solutions
) and Prestadora de Servicios en Administración y
Recursos Humanos, S.A. de C.V. (
Prestadora
),
two affiliated Mexican companies, providing for the sale of all of the Companys
Mexico operations (the
Mexico Sale
).
The Mexico Sale was structured as the sale of all of the outstanding shares of
our Mexican subsidiaries, and included our interest in Comunicación Inalámbrica
Inteligente, S.A. de C.V. (
CII
), our
joint venture with Wireless Solutions. Under the terms of the transaction, we
received $20 million in cash, and were entitled to receive our pro rata
share of CII profits for the first quarter 2007 and up to the consummation of
the transaction, within 150 days from the closing date. We did not receive
any pro rata share of the CII profits and other terms required as of
150 days from the closing date of the Mexico sale. Accordingly, we filed
claims against the buyers in the Mexico Sale in an ICC arbitration proceeding.
The
arbitration proceeding was held in Mexico City, Mexico in October 2009,
and the arbitration panel recently issued their award dated July 15, 2010
(the
Arbitration Award
). The Company received the Arbitration Award on
July 23, 2010.
Among
other things, the Arbitration Award awarded the Company breach of contract
damages of $394,230 representing the Companys pro rata share of CIIs profits
for the first quarter 2007 through the closing of the transaction, and $102,457
relating to the Companys claim for unpaid management fees. The arbitration panel also awarded the
Company interest on those two damage amounts at the rate of 6%. Interest began accruing on September 12,
2007 and will continue to accrue until the date the amounts are paid in
full. The Arbitration Award also
provided that each side must bear its own attorneys fees and experts fees and
that arbitration expenses be divided between the parties.
In
addition, the arbitration panel concluded that certain claims against the
buyers in the Mexico Sale for overstating reserves and maliciously allocating April 2007
income toward the end of the month, a time which would not require it to be
shared with the Company, could not be determined in the arbitration. However, the arbitration panel specifically
noted in the Arbitration Award that its finding was without prejudice to [the
Companys] right, or nonexistence of such right, to bring such claims in a new
arbitration. The Company is giving
consideration to asserting the claims against Wireless Solutions and Prestadora
that the arbitration panel allowed to remain outstanding.
We
will not dissolve Audiomex Export Corp., National Auto Center, Inc. and
CLST-NAC, Ltd., which are direct parties to, and NAC Holdings, Inc.,
which is an indirect party to, the Mexico arbitration proceeding, until payment
is received in accordance with the Arbitration Award.
Note
: The
information contained in this report shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such a filing.
2
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.
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CLST HOLDINGS, INC.
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Dated:
July 29, 2010
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By:
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/s/
ROBERT A. KAISER
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Robert
A. Kaiser
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President
and Chief Executive Officer
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