<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1994
REGISTRATION NO. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
MERISEL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4172359
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Continental Boulevard
El Segundo, California 90245
(310) 615-3080
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
----------
JAMES L. BRILL
Senior Vice President-Finance, Chief Financial Officer and Secretary
Merisel, Inc.
200 Continental Boulevard
El Segundo, California 90245
(310) 615-3080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
COPIES TO:
CYNTHIA M. DUNNETT, ESQ.
Riordan & McKinzie
300 South Grand Avenue
Los Angeles, California 90071
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being offered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE/(1)/ OFFERING PRICE/(1)/ FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,103,144 $17.63 $19,448,428 $6,706
($.01 par value)
==========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices
of the Common Stock on April 4, 1994, as reported in the Nasdaq National
Market.
_________________________
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
1,103,144 SHARES
[LOGO OF MERISEL]
COMMON STOCK
The 1,103,144 shares (the "Shares") of Common Stock, par value $.01 per
share ("Common Stock"), of Merisel, Inc. (the "Company" or "Merisel") offered
hereby are to be sold by the Selling Stockholder. See "The Selling
Stockholder."
The Selling Stockholder may sell the Shares from time to time in
transactions on the Nasdaq National Market. See "Plan of Distribution." Sales
of the Shares may be effected by selling such securities to or through broker-
dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder. The
Selling Stockholder and any broker-dealer who acts in connection with the sales
of Shares may be deemed to be "underwriters" as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and profit on any resale of the Shares might be deemed to be
underwriting discounts and commissions under the Securities Act.
None of the proceeds from the sale of the Shares will be received by the
Company. The Selling Stockholder shall pay (i) all registration and listing
fees to be paid to the Securities and Exchange Commission and the Nasdaq
National Market, discounts and selling commissions and fees (if any) and
expenses of counsel and other advisors to the Selling Stockholder, in
connection with the registration and sale of the Shares being offered hereby
and (ii) all other expenses (if any) in connection with the registration and
sale of the Shares being offered hereby (the "Incidental Expenses") up to a
maximum of $5,000. The Company has agreed to pay any Incidental Expenses in
excess of $5,000. See "Plan of Distribution."
The Common Stock is traded on the Nasdaq National Market under the symbol
"MSEL." On March 30, 1994 the reported closing price of the Company's Common
Stock on the Nasdaq National Market was $18.25 per share.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representations not contained or incorporated by reference in
this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or by any
other person. All information contained in this Prospectus is as of the date
of this Prospectus. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or in the facts herein set forth
since the date hereof. This Prospectus does not constitute an offer to sell or
a solicitation of any offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
be lawfully made.
The date of this Prospectus is April ___, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following
Regional Offices of the Commission: Room 3190, Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois 60661-2511; and 13th Floor, 7 World
Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Such reports, proxy statements and other information concerning the Company are
also available for inspection at the offices of the Nasdaq Stock Market, Inc.,
Reports Section, 1735 K Street, Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information, reference is made to the Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1993.
(2) The Current Report of the Company on Form 8-K dated January 31, 1994,
as filed with the Commission on February 14, 1994 and as amended on March 24,
1994.
(3) The description of the Common Stock contained in a registration
statement on Form 8-A, dated August 31, 1988, as amended.
(4) All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), (c), 14 or 15(d) of the Exchange Act and prior to
the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein, modified or superseded such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents which have been incorporated by reference
herein, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference therein). Requests for such copies
should be directed to: Mr. James L. Brill, Senior Vice President-Finance,
Chief Financial Officer and Secretary, Merisel, Inc., 200 Continental
Boulevard, El Segundo, California 90245, telephone number (310) 615-3080.
2
<PAGE>
THE COMPANY
Merisel is the largest worldwide publicly-held wholesale distributor of
microcomputer hardware and software products. Through its full-line, channel-
specialized distribution business, Merisel combines the comprehensive product
selection and operational efficiency of a full-line distributor with the
customer support of specialty distributor offering dedicated sales
organizations to each of its customer groups. On January 31, 1994, the Company
completed the acquisition of certain assets of ComputerLand Corporation's
United States franchise and aggregator business (the "ComputerLand Business").
The ComputerLand Business is a leading aggregator, or master reseller, of
computer systems and related products from major microcomputer manufacturers,
including Apple, Compaq, Hewlett-Packard and IBM, to a network of approximately
750 independently-owned computer product resellers in the United States. With
the acquisition of the ComputerLand Business, the Company has become the
industry's only "Master Distributor," combining the strengths of a full-line,
channel-specialized distributor with those of a master reseller.
At December 31, 1993, Merisel stocked over 25,000 products from more than
900 of the microcomputer hardware and software industry's leading manufacturers
including Apple, AST, Borland, Colorado Memory Systems, Compaq, Creative Labs,
Digital Equipment Corporation, Epson, Hayes, Hewlett-Packard, IBM, Intel,
Lotus, Microsoft, NEC, Novell, Okidata, Sun Microsystems, Symantec, Texas
Instruments, 3Com, Toshiba, WordPerfect and Wyse. Merisel sells products to
over 65,000 computer resellers worldwide, including value-added resellers,
system integrators and original equipment manufacturers. The Company currently
maintains 20 distribution centers that serve North America, Europe, Latin
America, Australia and other international markets. For fiscal year ended
December 31, 1993, the Company's net sales by geographic region were generated
as follows: United States, 63%; Canada, 13%; Europe, 17%; and other
international markets, 7%.
Merisel has achieved its leading position by pursuing a strategy of
offering the industry's leading products and services to its customers at
competitive prices, providing superior cost-effective service through
operational excellence, expanding the Company's international business and
targeting its various customer groups using dedicated sales forces and
marketing programs.
THE SELLING STOCKHOLDER
AND
USE OF PROCEEDS
All of the shares of Common Stock offered hereby are offered by Vanstar
Corporation, formerly ComputerLand Corporation (the "Selling Stockholder").
Any sales of such Shares will be for the account of the Selling Stockholder and
none of the proceeds of such offering will be received by the Company. As of
the date of this Prospectus, the Selling Stockholder owned 1,103,144 shares of
Common Stock.
PLAN OF DISTRIBUTION
The Shares are being registered to permit public secondary sales of the
Shares by the Selling Stockholder from time to time after the date of this
Prospectus. The Selling Stockholder shall pay (i) all registration and listing
fees to be paid to the Securities and Exchange Commission and the Nasdaq
National Market, discounts and selling commissions and fees (if any) and
expenses of counsel and other advisors to the Selling Stockholder, in
connection with the registration and sale of the Shares being offered hereby
and (ii) all other expenses (if any) in connection with the registration and
sale of the Shares being offered hereby (the "Incidental Expenses") up to a
maximum of $5,000. The Company has agreed to pay any Incidental Expenses in
excess of $5,000.
3
<PAGE>
The Company anticipates that the Selling Stockholder may sell all or a
portion of the Shares from time to time on the Nasdaq National Market, and may
sell the Shares through a broker or brokers or in the over-the-counter market
at prices prevailing on such exchange or over-the-counter market, as
appropriate, at the times of such sales. The Selling Stockholder may also make
private sales directly or through such broker or brokers. Brokers
participating in such transactions may receive customary brokerage commissions
from the Selling Stockholder. In effecting sales, brokers or dealers engaged
by the Selling Stockholder may arrange for other brokers or dealers to
participate.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon by Riordan
& McKinzie, a Professional Corporation. As of the date of this Prospectus,
certain principals of Riordan & McKinzie beneficially owned 6,500 shares of
Common Stock.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1993 have been
audited by Deloitte & Touche, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The statements of revenues and operating expenses of the United
States Franchise and Distribution Division of ComputerLand Corporation for the
years ended September 30, 1992 and 1993 appearing in the Company's Current
Report on Form 8-K dated January 31, 1994 have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses and costs (other than
discounts and commissions, which shall be paid by the Selling Stockholder)
expected to be incurred by the Selling Stockholder in connection with the sale
and distribution of the securities being registered. All of the amounts shown
are estimated except the registration fee of the Commission and the listing fee
of the Nasdaq National Market.
<TABLE>
<CAPTION>
Item Amount Paid
---- -----------
<S> <C>
SEC registration fee........... $ 6,706
Nasdaq listing fee............. 17,500
Fees of transfer agent......... --
Accounting fees and expenses... --
Legal fees and expenses........ 5,000
Blue sky fees and expenses..... --
Miscellaneous.................. 500
-------
Total....................... $29,706
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Restated Certificate of
Incorporation (the "Certificate") that limit the liability of its directors.
As permitted by the Delaware General Corporation Law (the "Delaware Law"), the
Certificate provides that directors shall not be personally liable for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law
(governing unlawful payments of dividends and unlawful stock purchases and
redemptions), as the same exists or hereafter may be amended or (iv) for any
transaction from which the director derived an improper benefit.
The Company's Bylaws and the Certificate further provide that the Company
may indemnify and hold harmless its directors and officers to the fullest
extent authorized by the Delaware Law, which provides a detailed statutory
framework covering indemnification of directors and officers against
liabilities and expenses arising out of legal proceedings brought against them
by reason of their status or service as directors or officers.
Section 145 of the Delaware Law provides that a director or officer of a
corporation (i) shall be indemnified by the corporation for expenses in defense
of any action or proceeding if the director or officer is sued by reason of his
service to the corporation, to the extent that such person has been successful
in defense of such action or proceeding, or in defense of any claim, issue or
matter raised in such litigation, (ii) may, in actions other than actions by or
in the right of the corporation (such as derivative actions), be indemnified
for expenses, judgments, fines, amounts paid in settlement of such litigation
and other amounts, even if he is not successful on the merits, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation (and in the case of a criminal
proceeding, if he did not have reasonable cause to believe his conduct was
unlawful) and (iii) may be indemnified by the corporation for expenses (but not
judgments or settlements) of any action by the corporation or of a derivative
action (such as a suit by a stockholder alleging a breach by the director or
officer of a duty owed to the corporation), even if he is not successful on the
merits, provided that he acted in good faith
II-1
<PAGE>
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, provided that no indemnification is permitted
without court approval if the director was adjudged liable to the corporation.
The permissive indemnification described in clauses (ii) and (iii) of the
previous paragraph may be made only upon a determination by (a) a majority of a
quorum of disinterested directors, (b) the stockholders or (c) under certain
circumstances, by independent legal counsel in a written opinion that
indemnification is proper in the circumstances because the applicable standard
of conduct has been met. The Board of Directors may authorize the advancement
of litigation expenses to a director or officer upon receipt of an undertaking
by such director or officer to repay such expenses if it is ultimately
determined that such director or officer is not entitled to indemnification.
The Company has entered into indemnity agreements (the "Indemnity
Agreements") with each director of the Company, including directors who are
also officers and employees of the Company. The Indemnity Agreements contain
provisions which are in some respects broader than the specific indemnification
provisions contained in the Delaware Law. The Indemnity Agreements constitute
binding agreements of the Company and will prevent the Company from modifying
its indemnification policy in any way which is adverse to any person (an
"Indemnified Party") who is a party to and required to be indemnified pursuant
to an Indemnity Agreement.
The Indemnity Agreements also alter or clarify the statutory indemnity in
a number of ways, including the following: (i) indemnification is required in
most circumstances unless the Indemnified Party's actions are adjudged to be in
bad faith, knowingly fraudulent or deliberately dishonest; (ii) indemnification
is explicitly provided for settlements and costs of investigation and appeal in
derivative actions; (iii) the Company must advance the expenses incurred in
defending, investigating or appealing any proceeding to which the Indemnified
Party is a party as a result of service to the Company, but the Indemnified
Party must repay such expenses if it is ultimately determined that such person
is not entitled to indemnification; (iv) the Company must provide
indemnification unless it is determined promptly by a majority of disinterested
directors, by independent legal counsel or a panel of arbitrators that the
person is not entitled to indemnification; (v) partial indemnification is
permitted in the event that the Indemnified Party is not entitled to full
indemnification; and (vi) if the determining body finds indemnification
inappropriate, the Indemnified Party may petition a court for an independent
determination. Neither the failure by the directors, counsel or arbitrators to
make such a determination, or an actual determination by any of them that the
Indemnified Party failed to meet the applicable standard of conduct, will be a
defense to such action or create a presumption that the Indemnified Party did
not meet the applicable standard of conduct. The indemnity also covers action
by a director, officer or key employee as a director, officer or agent of an
employee benefit plan or other corporation, partnership, joint venture or other
enterprise when such person is serving in such capacities at the request of the
Company. The enforceability of certain provisions of the Indemnity Agreement
has not been tested in court and remains subject to considerations of state law
and public policy.
ITEM 16. EXHIBITS.
5.1 Opinion of Riordan & McKinzie.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Ernst & Young.
23.3 Consent of Riordan & McKinzie (included in
the opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on Page II-4)
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of El Segundo, State of California, on the 31st day of
March 1994.
MERISEL, INC.
By: /s/ JAMES L. BRILL
-------------------------------
James L. Brill
Senior Vice President-Finance,
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Michael D. Pickett and James L. Brill and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (unless
revoked in writing) to sign any and all amendments (including post-effective
amendments thereto) to this Form S-3 Registration Statement to which this power
of attorney is attached, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might and could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL D. PICKETT Co-Chairman of the Board of Directors, March 31, 1994
- --------------------------- President and Chief Executive Officer
Michael D. Pickett (Principal Executive Officer)
/s/ ROBERT S. LEFF Co-Chairman of the Board of Directors, March 17, 1994
- --------------------------- and Senior Vice President-
Robert S. Leff Business Development
/s/ DAVID S. WAGMAN Vice-Chairman of the Board of March 16, 1994
- --------------------------- Directors
David S. Wagman
/s/ JAMES L. BRILL Senior Vice President-Finance, March 31, 1994
- --------------------------- Chief Financial Officer,
James L. Brill Secretary and Director
(Principal Financial Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GARY A. SCHULTZ Corporate Controller March 31, 1994
- --------------------------- (Principal Accounting Officer)
Gary A. Schultz
/s/ JOSEPH ABRAMS Director March 31, 1994
- ---------------------------
Joseph Abrams
/s/ DAVID L. HOUSE Director March 31, 1994
- ---------------------------
David L. House
/s/ DR. ARNOLD MILLER Director March 31, 1994
- ---------------------------
Dr. Arnold Miller
/s/ LAWRENCE J. SCHOENBERG Director March 16, 1994
- ---------------------------
Lawrence J. Schoenberg
/s/ DWIGHT A. STEFFENSEN Director March 21, 1994
- ---------------------------
Dwight A. Steffensen
</TABLE>
II-5
<PAGE>
EXHIBIT 5.1
April 4, 1994
Merisel, Inc.
200 Continental Boulevard
El Segundo, California 90245
Ladies and Gentlemen:
We have acted as counsel to Merisel, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of the resale of up to 1,103,144 shares (the "Shares") of the
Common Stock, $.01 par value, of the Company issued to a stockholder. This
opinion is delivered to you in connection with the Registration Statement on
Form S-3 (the "Registration Statement") with regard to such Shares, filed with
the Securities and Exchange Commission (the "Commission") on April 5, 1994.
In rendering the opinion set forth herein, we have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to our satisfaction to be true and correct copies
thereof, as we have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as we
have deemed necessary, and in reliance thereon, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of this Registration
Statement.
Very truly yours
/s/ RIORDAN & McKINZIE
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement of
Merisel, Inc. on form S-3 of our report dated February 22, 1994 appearing in the
Annual Report on Form 10-K of Merisel, Inc. for the year ended December 31,
1993, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
DELOITTE & TOUCHE
Los Angeles, California
April 4, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Merisel, Inc. for
the registration of 1,103,144 shares of its common stock and to the
incorporation by reference therein of our report dated January 7, 1994, with
respect to the statements of revenues and operating expenses of the United
States Franchise and Distribution Division of ComputerLand Corporation for the
years ended September 30, 1993 and 1992 included in Merisel, Inc.'s Current
Report on Form 8-K dated January 31, 1994, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
San Jose, California
April 1, 1994
