0000947871-10-001119.txt : 20101216 0000947871-10-001119.hdr.sgml : 20101216 20101215205912 ACCESSION NUMBER: 0000947871-10-001119 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101216 DATE AS OF CHANGE: 20101215 GROUP MEMBERS: PHOENIX ACQUISITION COMPANY II, L.L.C. GROUP MEMBERS: STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P. GROUP MEMBERS: STONINGTON PARTNERS, INC. GROUP MEMBERS: STONINGTON PARTNERS, INC. II GROUP MEMBERS: STONINGTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERISEL INC /DE/ CENTRAL INDEX KEY: 0000724941 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954172359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40042 FILM NUMBER: 101254880 BUSINESS ADDRESS: STREET 1: 127 WEST 30TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-594-4800 MAIL ADDRESS: STREET 1: 127 WEST 30TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: SOFTSEL COMPUTER PRODUCTS INC DATE OF NAME CHANGE: 19910509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STONINGTON PARTNERS INC II CENTRAL INDEX KEY: 0001047030 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123398536 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 ss107640_sc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)

MERISEL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

589849108

(CUSIP Number)

ALEXIS P. MICHAS, MANAGING PARTNER

STONINGTON PARTNERS, INC.

600 MADISON AVENUE, 16TH FLOOR

NEW YORK, NY 10022

(212) 339-8585

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 14, 2010

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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 (“Act”) 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).

SCHEDULE 13D/A

CUSIP No. 589849108

Page 2 of 10 Pages


1	NAME OF REPORTING PERSON Phoenix Acquisition Company II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* Includes 1,939,290 shares of the Issuer's common stock into which the convertible preferred stock of the Issuer beneficially owned by the Reporting Person is convertible within 60 days of the date hereof.

Page 2 of 10 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 3 of 10 Pages


1	NAME OF REPORTING PERSON Stonington Capital Appreciation 1994 Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 3 of 10 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 4 of 10 Pages


1	NAME OF REPORTING PERSON Stonington Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 4 of 10 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 5 of 10 Pages


1	NAME OF REPORTING PERSON Stonington Partners, Inc. II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 5 of 10 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 6 of 10 Pages


1	NAME OF REPORTING PERSON Stonington Partners, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 6 of 10 Pages

Item 1.

Security and Issuer.

This Amendment No. 6 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on September 29, 1997, as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on October 10, 1997, by Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on December 23, 1997, by Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on February 2, 1998, by Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on May 18, 2000 and by Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on April 7, 2008, by Phoenix Acquisition Company II, L.L.C. (“Phoenix”), Stonington Capital Appreciation 1994 Fund, L.P. (the “Fund”), Stonington Partners, L.P. (“Stonington L.P.”), Stonington Partners, Inc. II (“Stonington II”) and Stonington Partners, Inc. (“Stonington”, and together with Phoenix, the Fund, Stonington L.P. and Stonington II, the “Reporting Persons”). This Amendment No. 6 is filed with respect to the shares of common stock, par value $0.01 per share (the “Common Shares”), of Merisel, Inc., a Delaware corporation (the “Issuer”) with principal executive offices at 127 West 30th Stre et, 5th Floor, New York, NY 10001.

The Issuer also has issued convertible preferred stock (the “Preferred Stock”) which provides for an 8% annual dividend payable quarterly in additional shares of Preferred Stock. Dividends are cumulative and accrue from the original issue date, whether or not declared by the Issuer’s board of directors.

Item 2.

Identity and Background.

This Amendment No. 6 amends and substitutes in its entirety Item 2 to state as follows:

This Statement is being filed by and on behalf of the Reporting Persons. Phoenix is a Delaware limited liability company. Each of the Fund and Stonington L.P. is a Delaware limited partnership. Each of Stonington II and Stonington is a Delaware corporation. The principal business of Phoenix is to invest in the capital stock of the Issuer. The principal business of the Fund is investing in securities. The principal business of Stonington L.P. is being the general partner of the Fund. The principal business of Stonington II is being the general partner of Stonington L.P. The principal business of Stonington is being the management company of the Fund.

The directors and officers of Stonington and Stonington II are: Alexis P. Michas, Director and Managing Partner, James J. Burke, Jr., Director and Partner, Albert J. Fitzgibbons III, Director and Partner, Bradley J. Hoecker, Director and Partner and John A. Bartholdson, Director and Partner. The principal occupation of each of the directors and officers of Stonington and Stonington II is management of the Fund.

During the last five years, none of the Reporting Persons or the individuals listed in Item 2 has (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The business address of each of the Reporting Persons and the individuals listed in this Item 2 is 600 Madison Avenue, 16th Floor, New York, New York 10022.

The citizenship of each of the Reporting Persons and the individuals listed in this Item 2 is of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is inapplicable to this Amendment No. 6.

Item 4.

Purpose of Transaction.

This Amendment No. 6 amends and substitutes in its entirety Item 4 to state as follows:

Page 7 of 10 Pages

On December 14, 2010, Phoenix and Sun Graphics, LLC (“Sun”) executed a Stock Purchase Agreement pursuant to which Phoenix agreed to sell and transfer, and Sun agreed to purchase and accept, all of the Common Shares and Preferred Stock held by the Reporting Persons (the “Proposed Transaction”), which together constitute all of the Issuer’s securities owned by the Reporting Persons. The Proposed Transaction is subject to closing conditions, including the satisfactory completion by Sun of due diligence. If the Proposed Transaction is consummated, it will result in the (i) disposition by the Reporting Persons of their ownership of, and all voting and investment p ower in respect of, the Common Shares and the Preferred Stock and (ii) acquisition by Sun of ownership of, and all voting and investment power in respect of, the Common Shares and the Preferred Stock.

The foregoing summary of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is included as Exhibit 1 to this Amendment No. 6 and is incorporated herein by reference.

The Reporting Persons intend to evaluate on an ongoing basis their investment in the Issuer and their options in respect of such investment. In the event that the Proposed Transaction is not consummated, the Reporting Persons will consider all available courses of action and may dispose of, or cause to be disposed, any or all of the Common Shares or Preferred Stock held by the Reporting Persons at any time. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change at any time their intention with respect to any or all of the Common Shares or the Preferred Stock.

The Reporting Persons have no current plan or proposal that relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D, other than as set forth herein.

Item 5.

Interest in Securities of the Issuer.

This Amendment No. 6 amends and substitutes in its entirety Item 5 to state as follows:

Phoenix owns beneficially 5,000,000 Common Shares of the Issuer. The number of Common Shares currently held by Phoenix represents 69.3% of the total number of outstanding Common Shares.

As of November 15, 2010, Phoenix also owns beneficially 339,376 shares of Preferred Stock. Phoenix initially purchased 150,000 shares of Preferred Stock in June 2000, and as of September 30, 2010, 189,376 shares of Preferred Stock had accrued as dividends and 182,722 shares had been issued to Phoenix in payment of that accrual. The remaining 6,654 shares were issued on October 1, 2010. Additionally, cumulative accrued dividends of $18,937 and $16,980 were recorded as temporary equity at September 30, 2010 and December 31, 2009, respectively. Each share of Preferred Stock is convertible at the option of Phoenix into a number of Common Shares equal to $100.00 divided by the applicable conversion price, which was disclosed as $17.50 in the Issuer’s Quarterly Report on 10-Q for the quarterly period ended September 30, 2010, filed on November 15, 2010. As such, the Preferred Stock is convertible at Phoenix’s option into 1,939,290 Common Shares. Phoenix’s ownership of Common Shares and Preferred Stock represents, in aggregate, 75.80% of the Common Shares that would be outstanding in the event of such conversion.

Each of: the Fund, as the sole member of Phoenix; Stonington L.P., as the general partner of the Fund; Stonington II, as the general partner of Stonington L.P.; and Stonington, as the management company of the Fund, may be deemed to own beneficially the same number of shares as Phoenix, as described above.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

This Amendment No. 6 amends and substitutes in its entirety Item 6 as follows:

The information set forth under Item 4 of this Amendment No. 6 is incorporated by reference into this Item 6.

Item 7.

Material to be Filed as Exhibits.

Page 8 of 10 Pages

The following Exhibits are incorporated herein by reference or filed herewith:

Exhibit 1: Stock Purchase Agreement, dated as of December 14, 2010, by and between Phoenix Acquisition Company II, L.L.C. and Sun Graphics, LLC.

Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 15, 2010

	PHOENIX ACQUISITION COMPANY II, L.L.C.
	By:	Stonington Capital Appreciation 1994 Fund, L.P., its sole member
	By:	Stonington Partners, L.P., its general partner
	By:	Stonington Partners, Inc. II, its general partner

	By:	/s/ Albert J. Fitzgibbons III
	Name:	Albert J. Fitzgibbons III
	Title:	Director and Partner

	STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P.
	By:	Stonington Partners, L.P., its general partner
	By:	Stonington Partners, Inc. II, its general partner

	By:	/s/ Albert J. Fitzgibbons III
	Name:	Albert J. Fitzgibbons III
	Title:	Director and Partner

	STONINGTON PARTNERS, L.P.
	By:	Stonington Partners, Inc. II, its general partner

	By:	/s/ Albert J. Fitzgibbons III
	Name:	Albert J. Fitzgibbons III
	Title:	Director and Partner

	STONINGTON PARTNERS, INC. II


	By:	/s/ Albert J. Fitzgibbons III
	Name:	Albert J. Fitzgibbons III
	Title:	Director and Partner

	STONINGTON PARTNERS, INC.


	By:	/s/ Albert J. Fitzgibbons III
	Name:	Albert J. Fitzgibbons III
	Title:	Director and Partner

Page 10 of 10 Pages

EX-1 2 ss107640_ex01.htm STOCK PURCHASE AGREEMENT

____________________

STOCK PURCHASE AGREEMENT

____________________

between

PHOENIX ACQUISITION COMPANY II, L.L.C.

and

SUN GRAPHICS, LLC

Dated as of December 14, 2010

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS

SECTION 1.01.	Certain Defined Terms	1
SECTION 1.02.	Definitions	2

ARTICLE II PURCHASE AND SALE

SECTION 2.01.	Purchase and Sale of the Stock	2
SECTION 2.02.	Purchase Price	2
SECTION 2.03.	Closing	3
SECTION 2.04.	Closing Deliveries by the Seller	3
SECTION 2.05.	Closing Deliveries by the Purchaser	3

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER

SECTION 3.01.	Organization, Authority and Qualification of the Seller	3
SECTION 3.02.	Stock	4
SECTION 3.03.	No Conflict	4
SECTION 3.04.	Brokers	4

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

SECTION 4.01.	Organization, Authority and Qualification of the Purchaser	5
SECTION 4.02.	Financing	5
SECTION 4.03.	No Conflict	5
SECTION 4.04.	Accredited Investor	6

ARTICLE V CONDITIONS PRECEDENT TO CLOSING

SECTION 5.01.	Conditions Precedent to Obligations of the Seller	6
SECTION 5.02.	Conditions Precedent to Obligations of the Purchaser	6

ARTICLE VI TERMINATION, AMENDMENT AND WAIVER

SECTION 6.01.	Termination	7
SECTION 6.02.	Effect of Termination	8

ARTICLE VII GENERAL PROVISIONS

SECTION 7.01.	Further Action	8
SECTION 7.02.	Expenses	8
SECTION 7.03.	Notices	8
SECTION 7.04.	Entire Agreement	9
SECTION 7.05.	Governing Law	9
SECTION 7.06.	Counterparts	10
SECTION 7.07.	Assignment	10
SECTION 7.08.	Amendment	10
SECTION 7.09.	Waiver	10
SECTION 7.10.	No Third Party Beneficiaries	10

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 14, 2010, between Phoenix Acquisition Company II, L.L.C., a limited liability company organized and existing under the laws of Delaware (the “Seller”), and Sun Graphics, LLC, a limited liability company organized and existing under the laws of Delaware (the “Purchaser”).

WHEREAS, the Seller owns 5,000,000 shares of the issued and outstanding common stock (the “Common Stock”) and, as of October 1, 2010, 339,376 shares of the issued and outstanding convertible preferred stock, of Merisel, Inc., a corporation organized and existing under the laws of Delaware (the “Company”); and

WHEREAS, the Seller wishes to sell and transfer to the Purchaser, and the Purchaser wishes to purchase and accept from the Seller, the Common Stock and all of the shares of convertible preferred stock of which the Seller is the record and beneficial owner (the “Convertible Stock” and, together with the Common Stock, the “Stock”), upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Seller and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. For purposes of this agreement:

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien (including environmental and tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition or restriction of any kind or nature whatsoever, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“Governmental Authority” means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Agreement”	Preamble
“Closing”	2.03
“Closing Date”	2.03
“Common Stock”	Recitals
“Company”	Recitals
“Convertible Stock”	Recitals
“Purchaser”	Preamble
“Purchase Price”	2.02
“Seller”	Preamble
“Stock”	Recitals

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of the Stock. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, the Stock, free and clear of all Encumbrances, and the Purchaser shall purchase and accept the Stock.

SECTION 2.02. Purchase Price. The purchase price for the Stock shall be $14,000,000 (the “Purchase Price”).

SECTION 2.03. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Stock contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022 on December 24, 2010, or at such other place or time or on such other date as the Seller and the Purchaser may mutually agree in writing (such date designated for the Closing being, the “Closing Date”).

SECTION 2.04. Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser (or an Affiliate of the Purchaser designated by the Purchaser):

(a) stock certificates evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed;

(b) a receipt for the Purchase Price; and

(c) the resignations, effective as of the Closing, of each director of the Company and its subsidiaries appointed by the Seller to the extent requested by the Purchaser.

SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller the Purchase Price by wire transfer of immediately available funds to the account of the Seller (the details of which shall be provided, in writing, to the Purchaser no later than two business days prior to the Closing).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SELLER

As an inducement to the Purchaser to enter into this Agreement, the Seller hereby represents and warrants to the Purchaser as follows:

SECTION 3.01. Organization, Authority and Qualification of the Seller. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transaction contemplated hereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction which the operation of its business makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not adverse ly affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transaction contemplated hereby have been duly authorized by all requisite company action on the part of the Seller and its members. This Agreement has been duly executed and delivered by the Seller, and assuming due authorization, execution and delivery by

the Purchaser, this Agreement constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.

SECTION 3.02. Stock. There are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the Stock which obligate the Seller to sell any Stock. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Stock. The Seller is the sole record and beneficial owner of the Stock, and the Stock is owned by the Seller, free and clear of all Encumbrances. Upon consummation of the transaction contemplated by this Agreement, the Stock will be fully paid and nonassessable. There are no voting trusts, stockho lder or member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Stock.

SECTION 3.03. No Conflict. Except as may result from any facts or circumstances relating solely to the Purchaser, the execution, delivery and performance by the Seller of this Agreement will not (a) violate, conflict with or result in the breach of any provision of the certificate of formation or operating agreement (or similar organizational documents) of the Seller, (b) conflict with or violate any Law or Governmental Order applicable to the Seller, (c) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or Governmental Authority pursuant to, the Seller’s or the Company’s respective charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation, or any agreement, instrument, license, permit, order, judgment or decree, to which the Seller or the Company is subject, other than any filings required by the Securities Exchange Act of 1934, as amended, or (d) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of, any Encumbrance on any of the Stock pursuant to any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Seller is a party or by which any of the Stock is bound or affected, except to the extent that such conflicts, breaches, de faults or other matters would not adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transaction contemplated by, this Agreement.

SECTION 3.04. Brokers. To the knowledge of the Seller, other than CoveView Advisors LLC and Source Capital Group, Inc., no broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASER

As an inducement to the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as follows:

SECTION 4.01. Organization, Authority and Qualification of the Purchaser. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transaction contemplated hereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the operation of its business makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would no t adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transaction contemplated hereby have been duly authorized by all requisite company action on the part of the Purchaser and its members. This Agreement has been duly executed and delivered by the Purchaser, and assuming due authorization, execution and delivery by the Seller, this Agreement constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms.

SECTION 4.02. Financing. The Purchaser will have available at the Closing all funds necessary to (i) pay the Purchase Price; and (ii) pay any fees and expenses of the Purchaser payable by the Purchaser in connection with the transaction contemplated by this Agreement.

SECTION 4.03. No Conflict. Except as may result from any facts or circumstances relating solely to the Seller, the execution, delivery and performance by the Purchaser of this Agreement will not (a) violate, conflict with or result in the breach of any provision of the certificate of formation or operating agreement (or similar organizational documents) of the Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser, (c) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or Governmental Authori ty pursuant to, the Purchaser’s certificate of formation or operating agreement (or similar organizational documents), or any law, statute, rule or regulation, or any agreement instrument, license, permit, order, judgment or decree, to which the Purchaser is subject, other than any filings required by the Securities Exchange Act of 1934, as amended, or (d) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, which would adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transaction contemplated by, this Agreement.

SECTION 4.04. Accredited Investor. The Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended. The Purchaser is acquiring the Stock solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with all applicable laws, including United States federal securities laws. The Purchaser is able to bear the economic risk of holding the Stock for an indefinite period (including total loss of its investment), and (either alone or together with its adviso rs) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

SECTION 5.01. Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transaction contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions precedent:

(a) Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct as of the Closing with the same force and effect as if made as of the Closing;

(b) No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against the Seller, the Purchaser or the Company, seeking to restrain or materially alter the transaction contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, (i) is likely to render it impossible or unlawful to consummate such transaction, or (ii) is likely to cause any of the transactions contemplated by this Agreement to be rescinded following Closing.

SECTION 5.02. Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transaction contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions precedent:

(a) Representations and Warranties. The representations and warranties of the Seller contained in this Agreement shall have been true and correct when made and shall be true and correct as of the Closing with the same force and effect as if made as of the Closing;

(b) No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against the Seller, the Purchaser or the Company, seeking to restrain or materially alter the transaction contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, (i) is likely to render it impossible or unlawful to consummate such transaction, or (ii) is likely to cause any of the transactions contemplated by this Agreement to be rescinded following Closing.

(c) Due Diligence. The Purchaser shall have completed its due diligence with respect to the Company and shall be satisfied with the results thereof in its sole discretion; provided, however, that the Purchaser shall not be entitled to assert the failure of the condition set forth in this Section 5.02(c) on the basis of any information that has been provided by the Company in writing to the Purchaser prior to the date hereof, which information consists solely of the information set forth on Schedule A hereto.

ARTICLE VI

TERMINATION, AMENDMENT AND WAIVER

SECTION 6.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of the Seller and the Purchaser;

(b) by either the Seller or the Purchaser if the Closing shall not have occurred by the Closing Date; provided, however, that the right to terminate this Agreement under this Section 6.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(c) by either the Seller or the Purchaser in the event that any Governmental Authority shall have issued a Governmental Order or taken any other action restraining, enjoining or otherwise prohibiting the transaction contemplated by this Agreement and such Governmental Order or other action shall have become final and nonappealable;

(d) by the Seller, if there has been a material violation or breach by the Purchaser of any covenant, representation or warranty contained in this Agreement that has prevented the satisfaction of any condition to the obligations of the Seller at the Closing and such violation or breach is incapable of being cured by the Closing Date and has not been waived in writing by the Seller;

(e) by the Purchaser, if there has been a material violation or breach by the Seller of any covenant, representation or warranty contained in this Agreement that has prevented the satisfaction of any condition to the obligations of the Purchaser at the Closing and such violation or breach is incapable of being cured by the Closing Date and has not been waived in writing by the Purchaser; or

(f) by the Purchaser, upon written notice to the Seller, if the Purchaser has determined that the condition set forth in Section 5.02(c) is incapable of being satisfied.

SECTION 6.02. Effect of Termination. In the event of termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto, except that nothing herein shall relieve or be deemed to release either party from liability for any breach of this Agreement or to impair the right of either party to seek specific performance by the other party of its obligations under this Agreement.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.01. Further Action. Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transaction contemplated hereby.

SECTION 7.02. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transaction contemplated by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 7.03. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (i) when personally delivered or sent by telecopy (with hard copy to follow); (ii) one day after sent by reputable overnight express courier (charges prepaid), or (iii) five (5) days following mailing by certified or registered mail, postage prepaid and return receipt requested, in each case to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.03):

(a)

if to the Seller:

Phoenix Acquisition Company II, L.L.C.

c/o Stonington Partners, Inc.

600 Madison Avenue

16th Floor

New York, NY 10022

Facsimile No: (212) 339-8585

Attention: Alexis P. Michas

with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

Facsimile No: (212) 848-7179

Attention: Eliza Swann

(b)

if to the Purchaser:

Sun Graphics, LLC

5200 Town Center Circle

Suite 600

Boca Raton, Florida 33486

Facsimile No: (561) 394-0540

Attention: Anthony Polazzi

with a copy to :

Kirkland & Ellis LLP

300 N. LaSalle

Chicago, IL 60654

Facsimile No: (312) 862-2200

Attention:

Douglas C. Gessner, P.C.

Jeremy Liss

Carol Anne Huff

SECTION 7.04. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the Seller and the Purchaser with respect to the subject matter hereof or thereof.

SECTION 7.05. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of New York. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE MATTERS OR TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

SECTION 7.06. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 7.07. Assignment. This Agreement may not be assigned by operation of law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser);

provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of the Purchaser without the consent of the Seller; provided further, that no such assignment shall relieve or excuse the Purchaser of its obligations hereunder if such assignee does not perform such obligations.

SECTION 7.08. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by or on behalf of the Seller and the Purchaser which expressly refers to this Agreement or (b) by a waiver in accordance with Section 7.09.

SECTION 7.09. Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or conditio n shall not be construed as a waiver of any subsequent breach, a subsequent waiver of the same term or condition or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

SECTION 7.10. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PHOENIX ACQUISITION COMPANY II, L.L.C.

by:	Stonington Capital Appreciation 1994 Fund, L.P. as a member,

	by:	Stonington Partners, L.P., its general partner

	by:	Stonington Partners, Inc. II, its general partner

By:	/s/ Albert J. Fitzgibbons III
	Name:	Albert J. Fitzgibbons III
	Title:	Partner

SUN GRAPHICS, LLC



By:	/s/ Anthony Polazzi
	Name:	Anthony Polazzi
	Title:

Schedule A

Power Point Presentation entitled “Merisel, Graphic solutions--designed to fit your image, Corporate Profile November 2010”, excluding any statements contained therein that are predictive, forward-looking or cautionary in nature.