Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, on February 5, 2009, CLST Holdings, Inc., a Delaware corporation (the "Company"), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share common stock of the Company. The dividend is payable to our stockholders of record as of February 16, 2009. The terms of the rights and the rights plan are set forth in the Rights Agreement, dated February 13, 2009, by and between the Company and Mellon Investor Services LLC, as Rights Agent (the "Rights Plan") which is incorporated by reference herein to Exhibit 4.1 of the Form 8-A filed with the SEC on February 13, 2009.

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 Rights Agreement, dated as of February 13, 2009, by and between CLST Holdings, Inc. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Certificate of Designation as Exhibit A, Form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (incorporated by reference to Exhibit 4.1 of the Form 8-A filed with the SEC on February 13, 2009).

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