SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 22, 1997
MERISEL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-17156 95-4172359
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) 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
Item 5. OTHER EVENTS
On October 22, 1997, Merisel, Inc. (the "Company")
received written notification from The Nasdaq Stock
Market, Inc. ("Nasdaq") that Nasdaq has determined to
extend the exception period previously granted to the
Company in connection with the Company's current non-
compliance with the minimum net tangible assets test (the
"Net Assets Test") required for continued listing on the
Nasdaq National Market. Nasdaq has extended the
exception period to December 31, 1997, by which time the
Company must make a public filing with the Securities and
Exchange Commission (the "Commission") and Nasdaq
demonstrating compliance with all requirements for
continued listing on the Nasdaq National Market. Should
the Company fail to demonstrate compliance by such date,
Nasdaq has indicated that the Company's securities will
be immediately deleted from the Nasdaq National Market.
The Company believes that, upon conversion (the
"Conversion") of the $133,803,714.30 outstanding
principal amount of the Company's Convertible Promissory
Note dated September 19, 1997, as amended, the Company
will be in full compliance with all of the listing
requirements of the Nasdaq National Market. A
Preliminary Proxy Statement relating to the Conversion
(the "Proxy Statement") was filed with the Commission on
October 6, 1997. The Conversion will be effected
automatically upon the fulfillment of certain conditions,
including the approval of the Conversion by the
stockholders of the Company (the "Stockholders") at a
special meeting of Stockholders (the "Stockholders'
Meeting"). The Stockholders' Meeting, which is described
in the Proxy Statement, is currently expected to take
place prior to December 31, 1997.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
MERISEL, INC.
Date: October 29, 1997 By: /s/ KAREN A. TALLMAN
Karen A. Tallman
Vice President, General
Counsel and
Secretary
