0000947871-11-000125.txt : 20110222 0000947871-11-000125.hdr.sgml : 20110221 20110222165734 ACCESSION NUMBER: 0000947871-11-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110222 DATE AS OF CHANGE: 20110222 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: 11629145 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 ss112244_sc13da.htm AMENDMENT NO. 9 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. 9)

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)

February 18, 2011

(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 9 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 5,000,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000
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) 69.3%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 2 of 9 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 3 of 9 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 5,000,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000
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) 69.3%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 3 of 9 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 4 of 9 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 5,000,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000
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) 69.3%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 4 of 9 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 5 of 9 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 5,000,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000
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) 69.3%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 5 of 9 Pages

SCHEDULE 13D/A

CUSIP No. 589849108

Page 6 of 9 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 5,000,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000
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) 69.3%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 6 of 9 Pages

Item 1.

Security and Issuer.

This Amendment No. 9 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, by Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on April 7, 2008, by Amendment No. 6 to Schedule 13D filed with the Securities and Exchange Commission on December 16, 2010, by Amendment No. 7 to Schedule 13D filed with the Securit ies and Exchange Commission on January 19, 2011 and by Amendment No. 8 to Schedule 13D filed with the Securities and Exchange Commission on February 7, 2011, 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. 9 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 Street, 5th Floor, New York, NY 10001.

Item 2.

Identity and Background.

This Amendment No. 9 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, 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, NY 10022.

The citizenship of each of 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. 9.

Item 4.

Purpose of Transaction.

This Amendment No. 9 amends and substitutes in its entirety Item 4 to state as follows:

On February 18, 2011, Phoenix and Saints Capital VI, L.P. (“Saints”) executed a stock purchase agreement (the “Agreement”) pursuant to which Phoenix agreed to sell and transfer, and Saints agreed to purchase

Page 7 of 9 Pages

and accept, all of the Common Shares and the Issuer’s Series A Preferred Stock (the “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 completion by Saints of its due diligence review without discovering any new matter which could have a material adverse effect on the Issuer’s business prospects or the value of Saint 217;s investment. 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 power in respect of, the Common Shares and the Preferred Stock and (ii) acquisition by Saints 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 Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is included as Exhibit 1 to this Amendment No. 9 and is incorporated herein by reference.

Pursuant to the terms of the Fund’s limited partnership agreement, as amended (the “LP Agreement”), the period for the liquidation or distribution of the portfolio investments of the Fund shall expire on March 31, 2011. Unless such term is extended, any portfolio assets of the Fund, including its investment in the Issuer, must be disposed of or distributed prior to that date, subject to the terms and conditions of the LP agreement. As a result, 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 on or before March 31, 2011. 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 and 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. 9 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.

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. 9 amends and substitutes in its entirety Item 6 as follows:

The information set forth under Item 4 of this Amendment No. 9 is incorporated by reference into this Item 6.

Item 7.

Material to be Filed as Exhibits.

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

Exhibit 1: Stock Purchase Agreement, dated as of February 18, 2011, by and between Phoenix Acquisition Company II, L.L.C., and Saints Capital VI, L.P.

Page 8 of 9 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: February 22, 2011

	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/ Bradley Hoecker
	Name:	Bradley Hoecker
	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/ Bradley Hoecker
	Name:	Bradley Hoecker
	Title:	Director and Partner

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

	By:	/s/ Bradley Hoecker
	Name:	Bradley Hoecker
	Title:	Director and Partner

	STONINGTON PARTNERS, INC. II


	By:	/s/ Bradley Hoecker
	Name:	Bradley Hoecker
	Title:	Director and Partner

	STONINGTON PARTNERS, INC.


	By:	/s/ Bradley Hoecker
	Name:	Bradley Hoecker
	Title:	Director and Partner

Page 9 of 9 Pages

EX-99.1 2 ss112244_ex9901.htm STOCK PURCHASE AGREEMENT

____________________

STOCK PURCHASE AGREEMENT

____________________

between

PHOENIX ACQUISITION COMPANY II, L.L.C.

and

SAINTS CAPITAL VI, L.P.

Dated as of February 18, 2011

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	3
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	4
SECTION 3.02. Stock	4
SECTION 3.03. No Conflict	4
SECTION 3.04. Material Adverse Effect.	5

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	9
SECTION 7.07. Assignment	9
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 February 18, 2011, by and between Phoenix Acquisition Company II, L.L.C., a limited liability company organized and existing under the laws of Delaware (the “Seller”), and Saints Capital VI, L.P., a limited partnership 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 140,000 shares of the issued and outstanding Series A Preferred Stock (the “Preferred Stock” and, together with the Common Stock, the “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 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.

“Assignment and Assumption Agreement” means that certain assignment and assumption agreement in respect of the Registration Rights Agreement (as defined below), to be executed by and between the Seller and the Purchaser substantially in the form attached hereto as Exhibit A.

“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).

“Merisel Agreement” means the agreement entered into on the date hereof by the Purchaser and the Company under which the Purchaser agrees (i) not to, and to procure that its Affiliates, directors, managers, officers, employees, agents, attorneys, accountants, consultants, advisors or other representatives will not, commence any tender offer in respect of the outstanding shares of Common Stock for less than $1.25 per share for the period beginning on the Closing Date and ending on February 4, 2013; and (ii) to waive its rights, if any, pursuant to Section 6(f) of the Company's certificate of designation in respect of the Preferred Stock with respect to the sale and transfer of the Stock, inter a lia, contemplated by this Agreement.

“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.

“Registration Rights Agreement” means that certain Registration Rights Agreement in respect of the Stock, dated as of February 4, 2011, by and between the Seller and the Company.

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

Definition	Location
“Agreement”	Preamble
“Closing”	Section 2.03
“Closing Date”	Section 2.03
“Common Stock”	Recitals
“Company”	Recitals
“Preferred Stock”	Recitals
“Purchaser”	Preamble
“Purchase Price”	Section 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, all of

Seller’s rights, title and interest in and to 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 $14,500,000.00 (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 March 21, 2011, 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;

(c) the resignations, effective as of the Closing Date, of Albert J. Fitzgibbons III and Bradley J. Hoecker, each a director of the Company appointed by the Seller, to the extent requested by the Purchaser; and

(d) a duly executed counterpart of the Assignment and Assumption Agreement, and written confirmation from the Company that the form of such agreement is satisfactory to the Company.

SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller (or an Affiliate of the Seller designated by the Seller):

(a) 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 one business day prior to the Closing);

(b) a duly executed counterpart of the Assignment and Assumption Agreement; and

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 qualifie d would not adversely 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. Other than the Registration Rights Agreement, the Assignment and Assumption Agreement and the Merisel Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the 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. When issued, the Stock was fully paid and nonassessable. There are no voting trusts, stockholder 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 does 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 or the Stock is bound or affected, 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, defaults 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. Material Adverse Effect. None of the Seller nor any of its directors, managers, employees, or members, including any general partners, members or managers of any of the foregoing, is aware of any event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a material adverse effect on the Company, its assets or its business or operations as currently conducted.

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 partnership 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 quali fied would not 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 has 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, as evidenced in writing by the Purchaser to the Seller prior to the date hereof.

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 does 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 Authority 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 toget her with its advisors) 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 Governmental Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of enjoining, restraining, prohibiting or otherwise making illegal the transaction contemplated by this Agreement; and

(c) Closing Deliverables. The Purchaser shall have delivered (or caused to be delivered) to the Seller all the items set forth in Section 2.05 hereof.

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;

(c) Due Diligence. The Purchaser shall have completed its due diligence review of the Company and such review shall not have revealed any matters that were not known to the Purchaser as of the date hereof and which could have a material adverse effect on the Company’s business prospects or the value of the Purchaser’s investment. If the Purchaser has not notified the Seller by 5:00 p.m. (Pacific Time) on March 14, 2011, that this condition has not been satisfied, this condition shall be deemed satisfied for all purposes under this Agreement; and

(d) Closing Deliverables. The Seller shall have delivered (or caused to be delivered) to the Purchaser all the items set forth in Section 2.04 hereof.

ARTICLE VI

TERMINATION, AMENDMENT AND WAIVER

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

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

(b) automatically in the event that the Purchaser has notified the Seller by 5:00 p.m. (Pacific time) on March 14, 2011, that the condition in Section 5.02(c) has not been satisfied;

(c) either the Seller or the Purchaser if the Closing shall not have occurred by the Closing Date; provided 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; or

(d) 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.

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 deemed given and 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: Bradley Hoecker

with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

Facsimile No: (212) 848-7179

Attention: Clare O'Brien

(b)

if to the Purchaser:

Saints Capital VI, L.P.

475 Sansome Street, Suite 1850

San Francisco, CA 94111

Telephone No: 415.773.2080

Facsimile No: 415.835.5970

Attention: Ken Sawyer

with a copy to :

Venture Tech Law

154 Ricardo

Piedmont CA, 84611

Email: jason@venturetechlaw.com

Attention: Jason Altieri

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 or .pdf 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 each of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of each of the Seller and 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 a ny term or condition 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/ Bradley Hoecker
	Name:
	Title:

SAINTS CAPITAL VI, L.P.

by:	Saints Capital VI, LLC, its General Partner


By:	/s/ Ken Sawyer
	Name:	Ken Sawyer
	Title:	Managing Member

ANNEX A

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of [●], 2011, by and between Phoenix Acquisition Company II, L.L.C., a limited liability company organized and existing under the laws of Delaware (the “Seller”), and Saints Capital VI, L.P., a limited partnership organized and existing under the laws of Delaware (the “Purchaser”).

WHEREAS, pursuant to Section 6.3 of that certain Registration Rights Agreement, dated February 4, 2011, by and between Merisel, Inc. a Delaware corporation (the “Company”) and the Seller, a copy of which is attached hereto as Appendix A (the “Original Agreement”), the Seller may assign and transfer its rights and obligations, respectively, under the Original Agreement to any transferee of the Registrable Securities (as such term is defined in the Original Agreement) who acquires the Registrable Securities;

WHEREAS, pursuant to a stock purchase agreement, dated as of the date hereof, by and between the Seller and the Purchaser (the “Stock Purchase Agreement”), the Seller sold and transferred to the Purchaser, and the Purchaser purchased and accepted from the Seller, the Registrable Securities;

WHEREAS, the Seller wishes to assign and transfer, and the Purchaser wishes to accept and assume, all of the Seller’s rights and obligations, respectively, under the Original Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree as follows:

SECTION 1.01. Definitions. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Original Agreement, as amended.

SECTION 1.02. Assignment. The Seller hereby assigns and transfers to the Purchaser, and the Purchaser hereby accepts and assumes, all of the Seller’s rights and obligations, respectively, under the Original Agreement.

SECTION 1.03. Further Assurance. After the date hereof, the Seller and the Purchaser shall each take such further actions and execute and deliver such further documents as may reasonably be necessary, if any, to give effect to the purposes of and the transfer provided for in this Agreement.

SECTION 1.04. Amendments. No amendments or modifications of this Agreement shall be effective unless in writing and signed by each of the parties hereto.

SECTION 1.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

SECTION 1.06. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 1.07. 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.

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:
	Name:	Bradley Hoecker
	Title:	Director and Partner

SAINTS CAPITAL VI, L.P.

by:	Saints Capital VI, LLC, its General Partner


By:
	Name:	Ken Sawyer
	Title:	Managing Member

APPENDIX A

ORIGINAL AGREEMENT