<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _____________
Commission file number 0-17156
MERISEL, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-4172359
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
200 Continental Boulevard
El Segundo, California 90245-0948
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (310) 615-3080
--------------
Securities registered pursuant to Section 12(b) of the Act: None.
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
- -------------------------------------------------------------------------------
Title of Class
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]
As of April 25, 1997 the aggregate market value of voting stock held by non-
affiliates of the Registrant based on the last sales price as reported by the
Nasdaq National Market was $33,487,795 (28,868,789 shares at a closing price of
$1 5/32).
As of April 25, 1997 the Registrant had 30,078,495 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
===============================================================================
2
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PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth certain information regarding the directors and
executive officers and former directors and officers of the Company.
<TABLE>
<CAPTION>
NAME AGE/(1)/ POSITION
---- -------- --------
<S> <C> <C>
Dwight A. Steffensen........ 53 Chairman of the Board of Directors and Chief Executive Officer
Robert J. McInerney(2)...... 51 President and Chief Operating Officer
James E.Illson(3)........... 44 Chief Financial Officer, Senior Vice President and Assistant Secretary
Timothy N. Jenson........... 38 Vice President-Finance, Treasurer and Assistant Secretary
Joseph Abrams............... 61 Director
David L. House.............. 54 Director
Dr. Arnold Miller........... 68 Director
Lawrence J. Schoenberg...... 64 Director
James D. Wittry(4).......... 43 Senior Vice President, Merisel Americas, Inc.
Thomas P. Reeves............ 35 Senior Vice President-Canadian Operations
William R. Page 50 Vice President, The Merisel Open Computing Alliance
Kristin M. Rogers/(5)/...... 39 Former Senior Vice President, Merisel Americas, Inc.
Karen Fuller/(5)/........... 37 Former Vice President, Marketing
- ----------
</TABLE>
(1) As of March 28, 1997
(2) Mr. McInerney was appointed to his position as President and Chief
Operating Officer as of February 3, 1997, pursuant to an employment
agreement with the Company which has an initial term of three years.
(3) Mr. Illson was appointed to his position as Chief Financial Officer,
Senior Vice President and Assistant Secretary as of August 12, 1996,
pursuant to an employment agreement with the Company which has an initial
term of three years.
(4) Mr. Wittry was appointed to his position as Senior Vice President, Merisel
Americas, Inc. as of August 29, 1996, pursuant to an employment agreement
with the Company which has an initial term of three years.
(5) Ms. Rogers and Ms. Fuller resigned as of March 28, 1997.
Directors
The Board of Directors presently consists of five members divided into three
classes serving staggered terms, with one class of directors elected annually.
Class I consists of one director, and Class II and Class III each consist of two
directors. The term of the director constituting Class I will expire this year.
The term of the directors in Class II extends through 1998, and the term of the
directors in Class III extends through 1999. The table below indicates the names
of the directors in each class and the expiration of the terms of the directors
in each class.
<TABLE>
<CAPTION>
CLASS I CLASS II CLASS III
------- -------- ---------
(TERMS EXPIRING IN 1997) (TERMS EXPIRING IN 1998) (TERMS EXPIRING IN 1999)
- ------------------------ ------------------------ ------------------------
<S> <C> <C>
Lawrence J. Schoenberg Joseph Abrams David L. House
Dr. Arnold Miller Dwight A. Steffensen
</TABLE>
No arrangement or understanding exists between any director or officer and any
other person or persons pursuant to which any such person was or is to be
selected as a director or officer. None of the directors or officers has any
family relationship between them.
3
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The business experience, principal occupations and employment during the past
five years of each of the directors, together with their periods of service as
directors and executive officers of the Company, as applicable, are set forth
below.
Dwight A. Steffensen was elected as Chief Executive Officer and Chairman of
the Board of the Company in February 1996. Mr. Steffensen has been a member of
the Board of Directors since August 1990. From January 1985 to March 1992, Mr.
Steffensen served as a director and Executive Vice President of Bergen Brunswig
Corporation ("Bergen"), a pharmaceuticals distributor. From April 1992 to
October 1995, Mr. Steffensen served as President and Chief Operating Officer for
Bergen. In January 1996, he resigned from Bergen's Board of Directors.
Joseph Abrams was elected a director of the Company following the acquisition
of Microamerica, Inc. ("Microamerica") by the Company in April 1990. Mr.
Abrams had previously served as a director of Microamerica from 1983 to April
1990 and also served as President, Chief Operating Officer and Secretary of AGS
Computers, Inc. ("AGS"), a software development company, which was a
subsidiary of NYNEX Corp., a telecommunications company, from 1988 until his
retirement in 1991. He is also a director of Spectrum Signal Processing, a
hardware and software electronics company and Phonetel Technologies, a provider
of pay telephone services.
David L. House was appointed to the Board of Directors in March 1994 to fill a
vacancy. In October 1996, Mr. House was named Chairman of the Board, President
and Chief Executive Officer of Bay Networks, Inc., a marketer of internet
working products. From 1974 to 1996, he was employed by Intel Corporation, a
manufacturer of microprocessing systems, most recently as Senior Vice President
and General Manager of the Enterprise Server group.
Dr. Arnold Miller was elected to the Board of Directors in August 1989 and was
appointed the Governance Director in May 1995. Since its formation in 1987, he
has been President of Technology Strategy Group, a consulting firm organized to
assist businesses and government in the fields of corporate strategy
development, international technology transfer and joint ventures, as well as
business operations support. Prior to joining Technology Strategy Group, Dr.
Miller was employed at Xerox Corporation, a consumer products and information
services company, for 14 years, where his most recent position was Corporate
Vice President with responsibility for worldwide electronics operations.
Lawrence J. Schoenberg was elected a director of the Company following the
acquisition of Microamerica in April 1990. Mr. Schoenberg had previously served
as a director of Microamerica from 1983 to April 1990. From 1967 through 1990,
Mr. Schoenberg served as Chairman of the Board and Chief Executive Officer of
AGS. From January to December 1991, Mr. Schoenberg served as Chairman and as a
member of the executive committee of the Board of Directors of AGS. Mr.
Schoenberg retired from AGS in 1992. He is also a director of Sungard Data
Services, Inc., a computer services company, Government Technology Services,
Inc., a microcomputer reseller, Penn-America Group, Inc., a casualty insurance
company, and Cellular Technology Services, a provider of systems to cellular
telephone service providers.
The Board of Directors maintains an Audit Committee, comprised of Dr. Miller
and Mr. Schoenberg; an Organization and Compensation Committee, comprised of
Messrs. Abrams, House and Schoenberg; an Option Committee, comprised of Messrs.
Abrams, House and Schoenberg; and a Nominating Committee, comprised of Dr.
Miller, Mr. Schoenberg and Mr. Steffensen.
4
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Executive Officers
Executive officers of the Company are elected by and serve at the discretion
of the Board of Directors. Set forth below is a brief description of the
business experience for the previous five years of all executive officers except
those who are also directors. For information concerning the business experience
of Mr. Steffensen see "Directors" above.
Robert J. McInerney. Mr. McInerney joined the Company in February of 1997 in
the capacity of President and Chief Operating Officer. From 1994 to 1996 Mr.
McInerney served as executive vice president at United Capital Corporation, a
Long Island based multinational holding company. He was responsible for the P&L,
structure and strategy of the corporation's three manufacturing groups. Mr.
McInerney is credited with achieving record operating results and increasing
profitablity for all three groups. From 1981 to 1994 Mr. McInerney was employed
by Arrow Electronics, Inc., a distributor of electronic components and systems.
He served as president of Arrow's Commercial Systems Group (CSG) from 1987 to
1994 and was responsible for sales, marketing, finance and operations, marketing
communications and advertising.
James D. Wittry. Mr. Wittry joined the Company in August 1996 as Senior Vice
President, Sales of Merisel Americas, Inc. From 1994 to 1995, Mr. Wittry was
with AST Research as Senior Vice President of the Americas. From 1991 to 1994 he
was employed by Ingram Micro. At Ingram Micro, Mr. Wittry held the office of
Senior Vice President, U.S. Sales where he managed 800 U.S. Sales and Service
associates. Prior to that, Mr. Wittry spent 10 years with Avnet Computers, where
he rose to the position of National Computer Sales Director.
Mr. James E. Illson. Prior to joining Merisel in August 1996, Mr. Illson
served as Senior Vice President and Chief Financial Officer for the Southern
California-based grocery chain, Bristol Farms. Mr. Illson was responsible for
managing all financial operations. This included implementing business plans,
reporting and control systems, and developing short-term and long-term capital
strategies. He joined Bristol Farms in 1995. From 1992 to 1995, Mr. Illson was a
partner with Kidd, Kamm & Co., a private equity investment firm where he was
responsible for activities relating to the acquisition and expansion of
portfolio companies. Prior to that, Mr. Illson spent more than 13 years with
Deloitte & Touche, most recently as a national partner in Deloitte & Touche's
reorganization advisory services group.
Thomas P. Reeves. Mr. Reeves joined Merisel in 1987 as director of
International Strategic Planning. From March 1990 to February 1992, Mr. Reeves
served as Managing Director of the Company's United Kingdom subsidiary. From
February 1992 until August 1994, Mr. Reeves served as the Company's Managing
Director of operations in Europe. Mr. Reeves was named Senior Vice President-
European Operations in May 1992. In August 1994, he became Senior Vice
President-Canadian Operations as well as President of the Company's Canadian
subsidiary.
Timothy N. Jenson. Mr. Jenson joined the Company in 1993 as Vice President and
Treasurer. In 1996, he was promoted to Vice President-Finance, Treasurer and
Assistant Secretary. From 1989 to 1993, Mr. Jenson served as Vice President at
Citicorp North America, Inc. where he provided financial services, banking
products and advisory services to large multinational corporations. He
previously served at Bank of America as Vice President of corporate banking,
where he was responsible for the financing and banking activities of a portfolio
of Corporate Clients.
William R. Page. Mr. Page joined Merisel in 1993 and has held leadership
positions within Merisel's Product Management, VAR Channel, Sales Services and
OEM divisions. Currently he is the vice president and general manager of the
Merisel Open Computing Alliance (MOCA), which is dedicated to the sales and
support of Sun and complementary third-party products and services. Prior to
joining Merisel, Mr. Page served as executive vice president for Hamilton/Avnet
for 20 years. He oversaw sales, technical support, product and inventory
management, marketing and operations for this $2 billion distributor of
electronic components and computer products. He developed the plan
5
<PAGE>
and led implementation of the separation of computer business from Avnet's
component and semiconductor distribution business.
Former Executive Officers
Kristin M. Rogers has been with the Company since 1980 and in her 16 years
with the Company she held various positions including Vice President, Quality
Process Improvement. In 1996, Ms. Rogers was promoted to the office of Senior
Vice President of Merisel Americas, Inc., Products and Inventory Management.
Karen Fuller joined the Company in September 1990 as Vice President of
Marketing. Ms. Fuller oversaw the development and implementation of programs and
services in specific channel segments, such as Vantage and Softeach as well as a
comprehensive list of product information services. She also managed all
marketing events, sales promotions, channel marketing programs and trade
advertising. Prior to Merisel, Ms. Fuller held the position of director of
Marketing at Genicom, a Virginia-based printer manufacturer. Previously, she
served as manager of Printer Marketing for Texas Instruments Data Systems Group.
Section 16 Matters
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the Nasdaq National Market, and to
furnish the Company with copies of all Section 16(a) forms they file.
Based on its review of the copies of such forms received by it and on written
representations from such persons that no Forms 5 were required for those
persons, the Company believes that, during the fiscal year ended December 31,
1996, all filing requirements applicable to its directors and executive officers
were complied with.
6
<PAGE>
Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth the cash and non-cash compensation for each of
the last three fiscal years awarded to or earned by the Company's Chief
Executive Officer, the four other most highly compensated executive officers of
the Company in 1996, and two highly paid executives that are not currently
employed by the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION ALL OTHER
--------------------------- COMPENSATION
<S> <C> <C> <C> <C>
NAME AND PRINCIPAL POSITION YEAR SALARY($)(2) BONUS($)(1) ($)(2)
- --------------------------------------------------- ---- --------- ------- -------
Dwight A. Steffensen 1996 435,070 313,620 4,980
Chairman of the Board of Directors,
Chief Executive Officer/(3)/
Timothy N. Jenson 1996 173,870 82,810 390
Vice President-Finance, Treasurer and Assistant 1995 143,070 4,870 1,210
Secretary 1994 126,060 8,660 2,890
Kristin Rogers 1996 173,380 68,750 390
Senior Vice President, Product Management/(4)/ 1995 158,380 6,000 7,430
1994 135,290 16,560 3,190
Karen Fuller 1996 150,000 35,620 330
Vice President, Marketing/(4)/ 1995 146,230 2,500 970
1994 134,820 26,670 3,160
Thomas Reeves 1996 136,280 42,260 310
Senior Vice President-Canadian Operations 1995 113,510 51,140 650
1994 114,990 -0- 2,460
Susan J. Miller-Smith, Former Senior Vice 1996 252,940 154,340 307,720
President-Managing Director-Europe/(5)/ 1995 241,660 -0- 84,100
1994 160,850 91,480 177,300
Ron Rittenmeyer 1996 244,870 400,000 355,860
Former Chief Operating Officer/(5)/ 1995 121,290 -0- 420
1994 -0- -0- -0-
- ----------
</TABLE>
/(1)/ Portions of the salary and/or bonus earned by named executive officers may
be deferred pursuant to the Company's executive deferred compensation plan
(the "Deferred Compensation Plan"), which was adopted by the Board of
Directors in 1990. Under the Deferred Compensation Plan, executive
officers may elect on an annual basis to defer any portion of their pre-
tax compensation until retirement or termination of employment. The
Company will pay participants in the Deferred Compensation Plan, upon
retirement or termination of employment, an amount equal to the amount of
deferred compensation plus a guaranteed return at a specified rate that is
no less than a base interest rate. In addition, upon the death of a
participant the Company will pay a death benefit to a named beneficiary.
/(2)/ For Mr. Steffensen, the amount listed for 1996 includes $4,980 of premiums
paid with respect to the Company's Group Life insurance Policy (the "Term
Life Policy"). For Mr. Jenson, Ms. Fuller, Ms. Rogers, and Mr.
7
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Reeves, other compensation listed in 1996 is also comprised entirely of
premiums paid with respect to the Term Life Policy. For Ms. Miller-Smith,
1996 other compensation includes $304,500 of severence pay related to an
employment contract between the Company and Ms. Miller-Smith, and $3,220
of premiums paid to the Term Life Policy. For Mr. Rittenmeyer 1996 other
compensation includes $355,000 of severence pay related to an employment
contract between the Company and Mr. Rittenmeyer, and $860 of premiums
paid to the Term Life Policy.
/(3)/ Mr. Steffensen joined the Company on February 12, 1996.
/(4)/ Ms. Rogers and Ms. Fuller both resigned March 28, 1997, and all salaries
and bonuses paid to each of Ms. Fuller and Ms. Rogers were paid pursuant
to employment agreements between them and the Company.
/(5)/ Ms. Miller-Smith and Mr. Rittenmeyer resigned on December 15, 1996 and
September 17, 1996, respectively, and all amounts reported as salary and
bonuses were paid pursuant to employment agreements between them and the
Company.
Options in 1996 Fiscal Year
The following tables summarize option grants and exercises during the 1996
fiscal year to or by the executive officers named in the Summary Compensation
Table above and the value of the options held by such persons at the end of the
1996 fiscal year.
Option/SAR Grants in 1996 Fiscal Year
<TABLE>
<CAPTION>
Number of Potential Realizable Value
--------- Individual Grants --------------------------
Securities --------------------------- at Assumed Annual Rates
---------- Percent of -----------------------
underlying Total of Stock Price Appreciation
---------- Options/SARs ---------------------------
Options/SARs Granted to Per Share for Option Term ($)(1)
------------ Employees Exercise Expiration ----------------------
Name Granted (#) in 1996 (%) Price ($) Date 5% ($) 10% ($)
- ---- ----------- ------------ --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Dwight Steffensen....... 500,000(2) 100.00% $2.818 n/a 855,955 2,245,185
Timothy Jenson.......... 12,000(3) 3.39% $1.938 12/11/06 14,622 37,055
Kristin Rogers.......... 50,000(3) 14.10% $2.500 06/28/97 78,612 199,218
Karen Fuller............ 12,000(3) 3.39% $2.625 06/28/97 19,810 50,202
Thomas Reeves.......... -0- 0.00% $0.000 0 0.0 0.0
Susan Miller-Smith...... -0- 0.00% $0.000 0 0.0 0.0
Ronald A. Rittenmeyer... -0- 0.00% $0.000 0 0.0 0.0
- ----------
</TABLE>
(1) Potential realizable value is determined by taking the initial market value
per share and applying the stated annual appreciation rate compounded
annually for the remaining term of the option, subtracting the exercise
price at the end of that period and multiplying that number by the number
of options granted. Actual gains, if any, recognized by a named executive
officer are dependent on the future performance of the Common Stock and on
overall market conditions. There can be no assurance that the potential
realizable values reflected in this table will be achieved.
(2) Represents SARs granted to Mr. Steffensen.
(3) Represents options granted to each of Mr. Jenson, Ms. Rogers, and Ms.
Fuller.
8
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Aggregated Option Exercises in 1996 Fiscal Year
and Value of Options at Fiscal 1996 Year End
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES YEAR END (#) FISCAL YEAR END ($)(1)
ACQUIRED ON VALUE ------------ ----------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dwight Steffensen... -0- -0- 4,000 -0- -0- -0-
Timothy Jenson...... -0- -0- 15,625 23,875 -0- -0-
Kristin Rogers...... -0- -0- 41,366 22,450 -0- -0-
Karen Fuller........ -0- -0- 32,625 23,875 -0- -0-
Thomas Reeves....... -0- -0- 55,750 65,500 -0- -0-
- ----------
</TABLE>
(1) Value is determined by subtracting the exercise price of each option held
by the named executive officer from $1.6875, the fair market value of the
Common Stock as of December 31, 1996, and multiplying the resulting number
by the number of underlying shares of Common Stock.
Compensation of Directors
During fiscal 1996, each nonemployee director was entitled to receive an
annual retainer of $8,000, $1,000 per Board of Directors meeting attended,
$5,000 annually for acting as the chairman of a committee of the Board, $2,000
annually for committee membership, $250 per committee meeting attended and
reimbursement for travel expenses to and from Board of Directors and committee
meetings. Technology Strategy Group, a consulting firm associated with Dr.
Miller, also received $98,000 for consulting fees in 1996.
Pursuant to the Company's 1992 Stock Option Plan for Nonemployee Directors
(the "Nonemployee Director Plan"), immediately following the Company's 1996
Annual Meeting, Messrs. Abrams, House, Miller, and Schoenberg were each awarded
options to purchase 1,000 shares of Common Stock at an exercise price of $1.875
per share. The Nonemployee Director Plan provides for the granting of
nonqualified stock options to each member of the Company's Board of Directors
who is not otherwise an employee or officer of the Company or any subsidiary of
the Company (an "Eligible Director"). Currently, four members of the Board of
Directors are Eligible Directors. The Nonemployee Director Plan provides for the
issuance of options to purchase up to 50,000 shares of Common Stock at an
exercise price per share of not less than the fair market value of the Common
Stock on the date of grant.
The Nonemployee Director Plan provides for initial grants with respect to
options to purchase 1,000 shares of Common Stock to each Eligible Director
immediately following the annual meeting at which such director is first elected
or appointed, whichever is applicable. Each Eligible Director who has received
an initial option grant will also receive annual automatic option grants of
1,000 shares immediately following each of the Company's annual meetings. Each
option becomes exercisable when, and only if, the optionee continues to serve as
a director for twelve months following the date on which the option was granted.
Options expire ten years and one day from the date of grant, subject to earlier
termination in accordance with the Nonemployee Director Plan. Any vested and
exercisable options may be exercised in whole or in part by payment in cash of
the full exercise price.
9
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Employment and Change-in-Control Arrangements
On February 3, 1997, the Board of Directors of the Company (the "Board"),
approved the terms of an employment agreement between the Company and Mr.
Steffensen. The agreement is effective as of February 12, 1997 and has a three
year term (unless earlier terminated pursuant thereto).
Pursuant to his employment agreement, Mr. Steffensen will serve as Chairman of
the Board of Directors and Chief Executive Officer of the Company with an annual
salary of $505,000 (subject to such discretionary meritorious increases as the
Board determines), and a quarterly bonus based on the Company's financial
performance up to a maximum of $126,250 per quarter (a minimum bonus of $75,750
for the first quarter of 1997 is payable when the Company meets certain
performance goals and realizes net income in any subsequent quarter). Mr.
Steffensen will also receive certain other benefits, including specified fees
for legal and accounting services, the payment of business and automobile
expenses and term life insurance coverage in the amount of $1,000,000.
The agreement entitles Mr. Steffensen to continue to vest, on a deferred
basis, in $500,000 stock appreciation rights ("SARs") granted to him under his
former employment contract. The SARs have an exercise price of $2.8175 per
share and become fully vested in the event of a "Sale of the Company" (as
defined in the agreement). Once vested, Mr. Steffensen has the right to convert
his SARs into options to purchase an equivalent number of shares under the
Company's 1991 Employees Stock Option Plan (subject to the availability of
shares under the plan and to the extent permitted under applicable law). The
agreement provides Mr. Steffensen with a lump-sum bonus of $790,000 in the event
of the Sale of the Company during the term of the agreement; provided that, the
right to receive this payment will not survive the first anniversary of such
term unless approved by the Board. Mr. Steffensen is subject to specified
covenants of noncompetition, nonsolicitation and confidentiality, and is
entitled to receive a lump sum payment of $1,010,000 in consideration for his
compliance with such covenants in the event of a Sale of the Company.
If his employment is terminated by the Company during the term of the
agreement, other than for "Cause" (as defined in the agreement), Mr. Steffensen
will be entitled to receive his base salary for the remainder of such term and a
prorata share of any performance bonus payable for the quarter in which the
termination occurs. In addition, if such a termination occurs when negotiations
for the Sale of the Company are under way, Mr. Steffensen will be entitled to
full vesting in his SARs and to payment of the lump sum bonus and the covenant
consideration described above. If any payment to Mr. Steffensen becomes subject
to an excise tax under Section 4999 of the Code, he will receive a gross-up
payment from the Company equal to 75% of such tax.
In October 1995, the Company entered into an employment agreement and a
retention agreement with Mr. Reeves, both effective through August 15, 1998 (the
"Expiration Date"). The employment agreement provides for Mr. Reeves "at-will"
employment with the Company at his "Base Salary" (as defined in the agreement)
then in effect. The employment agreement also provides that in the event of Mr.
Reeves' termination by the Company without "Cause" (as defined in the
agreement), or in the event of the termination by the Board of the employment of
the Company's former chief executive officer (either, a "Covered Termination"),
in either case prior to the Expiration Date, then Mr. Reeves will be entitled to
(1) one year's continuation of Base Salary, commencing on the date of such
termination, (2) a lump sum payment of an amount equal to the average annual
performance bonus paid to Mr. Reeves over the three year period preceding such
termination and (3) reimbursement to Mr. Reeves of any COBRA continuation
payments he makes under the Company's health plans (including a gross-up to
account for any excise taxes payable with respect to such reimbursement). In
addition, the Company is required to recommend to the Company's Option Commitee,
that the next installment of unvested options previously granted to Mr. Reeves,
vest as of his termination date.
The Retention Agreement provides that during the term of the retention
agreement, if, within one year of a Change-in-Control of the Company (as defined
in the agreement), Mr. Reeves' employment is terminated other than as a result
of (1) a "Termination for Cause" (as defined in the agreement), (ii) his death
or permanent disability or
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<PAGE>
(iii) his resignation without "Good Reason" (as defined in the agreement), the
Company will continue to pay the executive's Base Salary for the 180 day-period
following such termination, and will make a lump-sum payment to Mr. Reeves equal
to one-half of the average annual performance bonus received by Mr. Reeves over
the three years preceding his termination date.
The Company has entered into certain letter agreements with Mr. Jenson which
provides for his employment with the Company on an at-will basis. Mr. Jenson's
letter agreements (collectively, the "Jenson Agreement") expire on August 22,
1998 (the "Expiration Date").
The Jenson Agreement also provides that if Mr. Jenson's employment is
terminated by the Company without "Cause" (as defined in the agreement), prior
to the Expiration Date, then Mr. Jenson will be entitled to (1) one year's
continuation of his base salary as the in effect, commencing on the date of such
termination, (2) a payment equal to the amount of any performance bonus paid to
him at any time during the fifty-two week period prior such termination date and
(3) reimbursement to Mr. Jenson of any COBRA continuation payments he makes
under the Company's health plans (including a gross-up to account for any excise
taxes payable with respect to such reimbursement). In addition, the Company is
required to recommend to the Company's Option Committee, that the next
installment of unvested options previously granted to Mr. Jenson, vest as of his
termination date.
In order to induce Mr. Jenson to remain in the Company's employ, the Jenson
Agreement guaranteed that (1) Mr. Jenson would receive all of his annual target
bonus for 1996 (paid quarterly), provided he was still employed by the Company
on the applicable "Earnings Release Date" (as defined in the Agreement), and (2)
provided for the payment of a $25,000 bonus payment on each of June 1 and
September 1, 1996 and January 1, 1997, provided Mr. Jenson remained employed on
such date. Any unpaid amounts of these bonuses were also payable in full upon a
"Change of Control" (as defined in the Jenson Agreement).
Pursuant to the foregoing arrangements with the Company Messrs. Reeves and
Jenson are each subject to certain post-employment noncompetition and
nonsolitation restrictions.
Organization and Compensation Committee Report on 1996 Executive Compensation
The Organization and Compensation Committee (the "Committee") of the Merisel
Board of Directors is currently comprised of Messrs. Abrams, House and
Schoenberg. Dr. Arnold Miller also served on the Committee in 1996. The
Committee establishes policies relating to the compensation of Company executive
officers and other key employees. The administration of the Company's employee
stock option plans is the responsibility of the Company's Option Committee,
which is currently comprised of Messrs. Abrams, House and Schoenberg. All
decisions of the Committee relating to compensation of the Company's executive
officers are ratified by the entire Board of Directors. Decisions relating to
the grant of stock options to executive officers, are made solely by the Option
Committee so that grants of such options satisfy Rule 16b-3 of the Securities
Exchange Act of 1934. In the 1996 fiscal year, the Company's Board of Directors
ratified all of the Committee's recommendations regarding executive
compensation, as submitted. Additionally, each member of the Board of Directors
who is also an executive officer does not participate when the Board of
Directors reviews his compensation.
As required by rules designed to enhance the disclosure of Merisel's executive
compensation policies and practices, the following is the Committee's report
submitted to the Board of Directors addressing the compensation of the Company's
executive officers for the 1996 fiscal year.
Compensation Policy.
Merisel's executive compensation policy is designed to establish an
appropriate relationship between executive pay and the Company's annual
performance, its long-term objectives and its ability to attract and retain
qualified executive officers. The Committee attempts to achieve these goals by
integrating competitive annual base salaries with (a) bonuses based on corporate
performance and on the achievement of internal strategic objectives and (b)
11
<PAGE>
executive stock options through the Company's stock option plans. The Committee
believes that cash compensation in the form of salary and bonus provides Company
executives with short-term rewards for success in operations, and that long-term
compensation through the award of stock options encourages growth in management
stock ownership, which in turn leads to the expansion of management's stake in
the long-term performance and success of the Company
Base Salary and Bonuses. Due to the Company's financial performance in fiscal
1996, the base salary level of executive officers in fiscal 1996 was generally
not increased. In addition, in August 1996, the Company hired James E. Illson as
its Chief Financial Officer. Mr. Illson's starting salary was determined by the
Committee based upon Mr. Illson's previous experience and the Committee's belief
that Mr. Illson would be valuable to the Company in its operational and
financial restructuring. Also, in September 1996, the Company hired James
Wittry as its Senior Vice President of Sales. Mr. Wittry's starting salary was
determined by the Committee based upon Mr. Wittry's previous experience within
the industry and the Committee's belief that Mr. Wittry would be successful in
achieving the sales targets necessary to bring the Company back to
profitability. The Committee believes that Mr. Wittry's and Mr. Illson's
compensation packages are consistent with current industry standards for
executives in similar positions.
In May of 1996, the Committee approved the Merisel Executive Incentive
Program for 1996 (the "Incentive Program"). The Incentive Program provides for
quarterly payments to the executive officers based on actual net income/loss as
a percentage of operating plan net income. No incentive compensation was to be
paid unless the Company had achieved at least 90% of its operating plan net
income. If 90% to 99% of operating plan net income was realized, 25% of the
executive compensation was to be paid. The remaining 75% of executive
compensation was to be paid out of net income in excess of the operating plan
net income, after deducting the 25% already paid.
Stock Options. The Company has adopted a long-term incentive compensation
strategy to provide incentives and reward management's contribution to the
achievement of long-term Company performance goals, as measured by the market
value of the Common Stock. Under this long-term strategy, the Option Committee
awarded stock options in 1996 to executive officers under the Company's existing
employee stock option plan who were deemed to be likely to have a measurable
impact on the Company's earnings per share over an extended period. The options
granted to executive officers in 1996 vest over a four-year period. Currently,
grants are made on an annual basis as opposed to the Company's previous policy
of granting options every three years.
Retention Program. Due to the Company's restructuring, in March of 1996, the
Committee authorized the Company to implement a retention program in order to
retain key executives and associates. The program provided certain retention
benefits to consist of a combination of (i) retention bonuses (subject to an
aggregate maximum of $1,000,000.) (ii) guaranteed bonuses budgeted under the
Company's 1996 Operating Plan and (iii) up to 6 months of severance benefits.
The Committee believes that such programs enable the Company to retain those
executive officers and associates who are critical to the success of the
Company.
Compensation of Chief Executive Officer.
Dwight A. Steffensen joined the Company in February 1996 as its Chief
Executive Officer. The annual salary earned by Mr. Steffensen for 1996 was
$435,077, which is comparable to the compensation package of Mr.Pickett, the
Company's former Chief Executive Officer. Mr. Steffensen's base salary was
based upon Mr. Steffensen's 12 years of experience at Bergen Brunswig
Corporation and the Committee's belief that Mr. Steffensen's experience would be
instrumental in effecting the restructuring of the Company's operational and
capital structure and in helping to bring the Company back to profitability. In
light of these goals, he received a bonus in each quarter of 1996, based on the
Company's financial performance and certain extraordinary transactions. The
Committee believes that Mr. Steffensen's compensation package is consistent with
current industry standards of executives in similar positions.
12
<PAGE>
Corporate Tax Deduction on Compensation.
To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Committee considers the anticipated
tax treatment to the Company and to the executives of various compensation. Some
types of compensation and their deductibility depend upon the timing of an
executive's vesting or exercise of previously granted rights. Further,
interpretations of and changes in the tax laws also affect the deductibility of
compensation. To the extent reasonably practicable and to the extent it is
within the Committee's control, the Committee intends to limit executive
compensation in ordinary circumstances to that deductible under Section 162(m)
of the Internal Revenue Code of 1986. In doing so, the Committee may utilize
alternatives (such as deferring compensation) for qualifying executive
compensation for deductibility and may rely on grandfathering provisions with
respect to existing contractual commitments.
The Committee believes that a direct relationship between executive
compensation and Merisel's performance, as measured by growth in income and
earnings, ultimately results in increased value to the Company's stockholders.
The Committee believes that management compensation levels during the Company's
1996 fiscal year appropriately reflect the application of the Committee's
compensation policy.
ORGANIZATION AND COMPENSATION COMMITTEE
Joseph Abrams
David House
Lawrence Schoenberg
13
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 28, 1997 certain information
regarding beneficial ownership of Common Stock by each stockholder known by the
Company to be the beneficial owner of more than 5% of Common Stock as of such
date, each director, certain executive officers of the Company and all directors
and executive officers, as a group. Unless otherwise indicated, the stockholders
have sole voting and investment power with respect to shares beneficially owned
by them, subject to community property laws, where applicable.
<TABLE>
<CAPTION>
COMMON STOCK PERCENT OF SHARES
NAME AND ADDRESS(1) BENEFICIALLY OWNED OWNED
------------------- ------------------ -----------------
<S> <C> <C>
Dwight A. Steffensen.................... 4,000(2) *
Timothy N. Jenson....................... 22,850(2) *
Kris Rogers............................. 45,441(2) *
Karen Fuller............................ 37,750(2) *
Thomas Reeves........................... 137,021(2) *
Susan J. Miller-Smith................... -0- *
Lawrence Schoenberg..................... 365,884(3) 1.20%
Arnold Miller........................... 6,000(2) *
David House............................. 2,000(2) *
Joseph Abrams........................... 599,460(3) 1.99%
David S. Wagman......................... 2,065,000(4)(5) 6.87%
Dimensional Fund Advisors............... 1,793,560(4)(6) 5.96%
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
Robert S. Leff.......................... 1,615,648(4)(7) 5.37%
All Directors and Executive Officers
as a Group (14 Persons)............... 458,672(8) 4.04%
</TABLE>
- ----------
* Percentage of Common Stock owned is less than one percent.
(Footnotes on following page)
14
<PAGE>
(1) Unless otherwise indicated, the address of each person listed is Merisel,
Inc. 200 Contintental Blvd. El Segundo, CA 90245-0984.
(2) All shares held by the beneficial owner are shares issuable with respect to
stock options exercisable within 60 days after March 28, 1997.
(3) Includes 4,000 shares issuable with respect to stock options exercisable
within 60 days after March 28, 1997.
(4) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G, as amended to date, filed by the stockholder
pursuant to Section 13(g) of the Exchange Act.
(5) Shares are held by Mr. Wagman as Trustee of the David S. Wagman Trust dated
March 3, 1982.
(6) Dimensional Fund Advisors, Inc. in its capacity as investment advisor may
be deemed beneficial owner of such shares, which are owned by certain of its
investment counseling clients.
(7) Shares are held by Mr. Leff as Trustee of the Robert S. Leff Trust dated
February 23, 1990. Mr. Leff's share holdings include 929 and 10,200 shares
held by his wife and minor sons, respectively.
(8) Includes 458,672 shares issuable with respect to stock options exercisable
within 60 days after March 28, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Merisel has entered into Indemnity Agreements with each of its directors and
certain of its officers, which agreements require Merisel, among other things,
to indemnify them against certain liabilities that may arise by reason of their
status or service as directors, officers, employees or agents of Merisel (other
than liabilities arising from conduct in bad faith or which is knowingly
fraudulent or deliberately dishonest), and, under certain circumstances, to
advance their expenses incurred as a result of proceedings brought against them.
15
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
DATE: APRIL 25, 1997
Merisel, Inc.
By /s/ James E. Illson
----------------------------------------------
James E. Illson
Senior Vice President, Finance,
Chief Financial Officer and Assistant
Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dwight A. Steffensen Chairman of the Board of April 25, 1997
- ----------------------------- Directors, and Chief Executive
Dwight A. Steffensen Officer (Principal Executive
Officer)
/s/ James E. Illson Senior Vice April 25, 1997
- ----------------------------- President--Finance,
James E. Illson Chief Financial Officer,
Assistant Secretary (Principal
Financial and Accounting
Officer)
/s/ Joseph Abrams Director April 25, 1997
- -----------------------------
Joseph Abrams
/s/ Lawrence J. Schoenberg Director April 25 , 1997
- -----------------------------
Lawrence J. Schoenberg
Director April 25, 1997
- -----------------------------
David L. House
/s/ Dr. Arnold Miller Director April 25, 1997
- -----------------------------
Dr. Arnold Miller
</TABLE>
16
