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
For the fiscal year ended December 31, 1997
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
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. [X]
As of March 30, 1998 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 $89,536,602 (29,845,534 shares at a closing price
of $3.00).
As of March 30, 1998 the Registrant had 80,212,918 shares of Common Stock
outstanding.
Documents Incorporated by Reference
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: April 6, 1998
MERISEL, INC.
By /s/James E. Illson
----------------------
James E. Illson
Executive Vice President - Operations and Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
2.1 Purchase Agreement dated as of August 29, 1996 between CHS
Electronics Inc., Merisel, Inc. and Merisel Europe, Inc. (15)
2.2 First Amendment to Purchase Agreement dated as of October 4,
1996 between CHS Electronics, Inc., Merisel, Inc. and Merisel Europe,
Inc. (15)
2.3 Settlement Agreement and Release dated February 13, 1997 by and
among CHS Electronics, Inc., Merisel, Inc. and Merisel Europe,
Inc.(15)
2.4 Asset Purchase Agreement dated January 15, 1997 by and among
SYNNEX Information Technologies, Inc., SynFab, Inc. and Merisel FAB,
Inc. (19)
2.5 Amendment No. 1 to the Asset Purchase Agreement dated as of March
6, 1997 by and among Merisel, Inc., Merisel FAB, Inc., SYNNEX
Information Technologies, Inc. and ComputerLand Corporation,
successor-in-interest to SynFab, Inc. (19)
3.1 Restated Certificate of Incorporation of Merisel, Inc. (1)
3.2 Amendment to Certificate of Incorporation of Merisel, Inc. dated
August 22, 1990. (5)
3.3 Amendment to Certificate of Incorporation of Merisel, Inc. dated
December 19, 1997. (21)
3.4 Bylaws, as amended, of Merisel, Inc. (7)
4.1 Indenture dated October 15, 1994 between Merisel, Inc. and
NationsBank of Texas, N.A., as Trustee, relating to the Company's
12.5% Senior Notes Due 2004, including the form of such Senior Notes
attached as Exhibit A thereto. (11)
4.2 Form of Limited Waiver and Voting Agreement, dated as of April 11,
1997, by and among Merisel, Inc. and the holders of the 12 1/2%
Senior Notes due December 31, 2004. (19)
4.3 Form of Limited Waiver and Agreement to Amend dated as of April 14,
1997 by and among Merisel, Inc., Merisel Europe, Inc., and the
holders of the Revolving Credit Agreement and the Senior Note
Purchase Agreement. (19)
10.1 1983 Employee Stock Option Plan of Softsel Computer Products, Inc.,
as amended, together with Form of Incentive Stock Option Agreement
and Form of Nonqualified Stock Option Agreement under 1983 Employee
Stock Option Plan. (6)*
10.2 1991 Employee Stock Option Plan of Merisel, Inc. together with Form
of Incentive Stock Option Agreement and Form of Nonqualified Stock
Option Agreement under the 1991 Employee Stock Option Plan. (7)*
10.3 Amendment to the Company's 1991 Employee Stock Option Plan dated
January 16, 1997. (19)*
10.4 Merisel, Inc. 1992 Stock Option Plan for Nonemployee Directors. (9)*
10.5 Softsel Computer Products, Inc. Executive Deferred Compensation Plan.
(10)*
<PAGE>
10.6 Merisel, Inc. 1997 Stock Award and Incentive Plan. (22)*
10.7 Form of Nonqualified Stock Option Plan under the 1997 Stock Award and
Incentive Plan. (25)
10.8 Merisel, Inc. Amended and Restated 401(k) Retirement Savings Plan.
(12)*
10.9 Lease between Registrant and Pacifica Holding Company dated April 6,
1989. (2)
10.10 Lease Agreement dated October 27, 1988 by and between Rosewood
Development Corporation and Microamerica, Inc. re: property located
in Marlborough, Massachusetts. (3)
10.11 Lease Agreement dated May 23, 1990 by and between Kilroy-Freehold El
Segundo Company and Softsel/Microamerica, Inc. re: property located
in El Segundo, California. (4)
10.12 Lease Agreement dated October 1991 by and between Koll Hayward
Associates II and Merisel, Inc. (8)
10.13 Annex X to Receivable Transfer Agreement and Receivables Purchase and
Servicing Agreement dated as of October 2, 1995. (13)
10.14 Form of Receivables Purchase Agreement between Merisel Canada, Inc.
and Canadian Master Trust dated as of December 15, 1995. (14)
10.15 Amended and Restated Receivables Transfer Agreement dated as of
September 27, 1996 by and between Merisel Americas, Inc. and Merisel
Capital Funding, Inc. (15)
10.16 Amended and Restated Receivables and Servicing Agreement dated as of
September 27, 1996, by and between Merisel Capital Funding, Inc.,
Redwood Receivables Corporation, Merisel Americas, Inc. and General
Electric Capital Corporation. (15)
10.17 Amendment No. 1 and Waiver to Amended and Restated Receivables
Purchase and Servicing Agreement dated as of November 7, 1996 among
Merisel Capital Funding, Inc., Redwood Receivables Corporation,
Merisel Americas, Inc. Electric and General Capital Corporation. (19)
10.18 Amendment No. 1 and Waiver to Amended and Restated Receivables
Transfer Agreement dated as of November 7, 1996 by and between
Merisel Americas, Inc. and Merisel Capital Funding, Inc. (19)
10.19 Amendments to Securitization Agreements, dated as of December 19,
1997, among Merisel Americas, Inc., Merisel Capital Funding, Inc.,
Redwood Receivables Corporation and General Electric Capital
Corporation. (25)
10.20 Form of Security Agreement between Merisel Properties, Inc. and
Heller Financial, Inc. dated December 29, 1995. (14)
10.21 Deed of Trust, Security Agreement, Assignment of Leases and Rents and
Fixture Filing between Merisel Properties, Inc. and Heller Financial,
Inc. dated December 29, 1995. (14)
10.22 Share Purchase Agreement between Merisel, Inc., Merisel Asia, Inc.
and Tech Pacific Holdings Ltd. dated March 7, 1996. (14)
10.23 Retention Agreement between Merisel, Inc. and Thomas P. Reeves dated
October 1, 1995. (13)*
<PAGE>
10.24 Employment Agreement dated February 12, 1996 between Dwight A.
Steffensen and Merisel, Inc. (16)*
10.25 Employment Agreement between Dwight A. Steffensen and Merisel, Inc.
dated February 12, 1997. (19)*
10.26 First Amendment to Employment Agreement dated as of December 15, 1997
between Merisel, Inc. and Dwight A. Steffensen. (25)*
10.27 Employment Agreement between Merisel, Inc. and James Illson dated
August 19, 1996. (17)*
10.28 First Amendment to Employment Agreement dated as of July 26, 1997
between Merisel, Inc., Merisel Americas, Inc., and James E. Illson.
(20)*
10.29 Employment Agreement, dated as of September 5, 1996, between Merisel,
Inc. and James D. Wittry. (18)*
10.30 Letter Agreement dated November 29, 1996 between Merisel, Inc. and
Timothy N. Jenson. (18)*
10.31 Amendment to Letter Agreement dated April 9, 1996 between Merisel,
Inc. and Timothy N. Jenson. (18)*
10.32 Amendment to Letter Agreement dated August 22, 1996 between Merisel,
Inc. and Timothy N. Jenson. (18)*
10.33 Change of Control Agreement dated as of July 26, 1997 between
Merisel, Inc., Merisel Americas, Inc., and Timothy N. Jenson. (20)*
10.34 Employment Agreement between Robert McInerney and Merisel, Inc. dated
February 3, 1997. (19)*
10.35 First Amendment to Employment Agreement dated as of July 26, 1997
between Merisel, Inc., Merisel Americas, Inc., and Robert J.
McInerney. (20)*
10.36 Change of Control Agreement dated as of June 23, 1997 between
Merisel, Inc., Merisel Americas, Inc., and Karen A. Tallman. (20)*
10.37 Stock and Note Purchase Agreement, dated September 19, 1997, among
Phoenix Acquisition Company II, L.L.C, Merisel, Inc., Merisel
Americas, Inc., and incorporated herein by this reference. (23)
10.38 Convertible Promissory Note dated September 19, 1997 of Merisel, Inc.
and Merisel Americas, Inc. (23)
10.39 Registration Rights Agreement, dated September 19, 1997, by and among
Merisel, Inc., Merisel Americas, Inc. and Phoenix Acquisition Company
II, L.L.C, and incorporated herein by this reference. (23)
10.40 Revolving Credit Agreement and Convertible Promissory Note due July
2, 1998, between Merisel, Inc., Merisel Americas, Inc. and Bankers
Trust Company dated January 26, 1998. (24)
10.41 Letter Agreement dated January 26, 1998, between Merisel Americas,
Inc. And Stonington Financing, Inc. (24)
<PAGE>
21 Subsidiaries of the Registrant. (25)
23 Consent of Deloitte & Touche, Independent Accountants.
27 Financial Data Schedule for the years ended December 31, 1995, 1996
and 1997. (25)
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* Management contract or executive compensation plan or arrangement.
(1) Filed as an exhibit to the Form S-1 Registration Statement of Softsel
Computer Products, Inc., No. 33-23700, and incorporated herein by
this reference.
(2) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1989 of Softsel Computer Products, Inc.,
and incorporated herein by this reference.
(3) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990 of Softsel Computer Products, Inc., and
incorporated herein by this reference.
(4) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1990 of Softsel Computer Products, Inc., and
incorporated herein by this reference.
(5) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990, and incorporated herein by this
reference.
(6) Filed as an exhibit to the Form S-8 Registration Statement of Softsel
Computer Products, Inc., No. 33-35648, filed with the Securities and
Exchange Commission on June 29, 1990, and incorporated herein by this
reference.
(7) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991, and incorporated herein by this
reference.
(8) Filed as an exhibit to the Form S-3 Registration Statement of
Merisel, Inc., No. 33-45696, filed with the Securities and Exchange
Commission on February 14, 1992 and incorporated herein by this
reference.
(9) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992, and incorporated herein by this
reference.
(10) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992 of Merisel, Inc., and incorporated
herein by this reference.
(11) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994, and incorporated herein by this
reference.
(12) Filed as an exhibit to the Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by this reference.
(13) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, and incorporated herein by this
reference.
<PAGE>
(14) Filed as an exhibit to Amendment No. 2 to the Annual Report on Form
10-K/A for the year ended December 31, 1995, and incorporated herein
by this reference.
(15) Filed as an exhibit to the Current Report on Form 8-K dated April 17,
1996, and incorporated herein by this reference.
(16) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, and incorporated herein by this
reference.
(17) Filed as an exhibit to the Current Report on Form 8-K dated October
18, 1996, and incorporated herein by this reference.
(18) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarter September 30, 1996, and incorporated herein by this
reference.
(19) Filed as an exhibit to the Annual Report on Form 10-K for the year
ended December 31, 1996, and incorporated herein by this reference.
(20) Filed as an exhibit to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, and incorporated herein by this
reference.
(21) Filed as Annex I to Schedule 14A dated October 6, 1997, and
incorporated herein by this reference.
(22) Filed as Annex II to Schedule 14A dated October 6, 1997, and
incorporated herein by this reference.
(23) Filed as an exhibit to the Current Report on Form 8-K, dated
September 19, 1997, and incorporated herein by this reference.
(24) Filed as an exhibit to the Current Report on Form 8-K dated
January 26, 1998, and incorporated herein by this reference.
(25) Filed as an exhibit to the Annual Report on Form 10-K for the
year ended December 31, 1997, and incorporated herein by this
reference.
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-29616, No. 33-61592, No. 333-44595, No. 333-44605 and No. 33-63021 of
Merisel, Inc. on Form S-8 of our report dated February 23, 1998, appearing in
this Annual Report on Form 10-K of Merisel, Inc. for the year ended December 31,
1997.
Deloitte & Touche, LLP
Los Angeles, California
April 1, 1998
