MERISEL INC /DE/
8-K, 2000-09-22
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       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): September 15, 2000


                                  MERISEL, INC.
               (Exact Name of Registrant as Specified in Charter)

         Delaware                     0-17156                    95-4172359
(State or Other Jurisdictio        (Commission File           (I.R.S. Employer
       of Incorporation)               Number)              Identification No.)



          200 Continental Boulevard, El Segundo, California 90245-0948
               (Address of Principal Executive Offices) (Zip Code)

                                 (310) 615-3080
              (Registrant's Telephone Number, Including Area Code)


                                 Not applicable
        (Registrant's Name or Former Address, if Changed Since Last Report)


<PAGE>



Item 5.  Other Events.

                  On September 18, 2000, Merisel announced that Merisel, Inc., a
Delaware corporation ("Merisel"), Merisel Americas, Inc., a Delaware corporation
("Americas"),  and Arrow  Electronics,  Inc., a New York corporation  ("Arrow"),
entered into a Stock Sale Agreement,  dated as of September 15, 2000 (the "Stock
Sale Agreement"),  pursuant to which Americas will sell the outstanding  capital
stock of Merisel  Open  Computing  Alliance,  Inc.  ("MOCA") to Arrow for a sale
price of  $110,000,000 in cash,  subject to adjustments  based on MOCA's closing
balance  sheet,   plus  an  additional  amount  up  to  $37,500,000  based  upon
development  with  respect to MOCA's  business  within the next six months.  The
transaction  is subject to customary  closing  conditions,  including  obtaining
necessary approvals.

                  The Stock Sale  Agreement is  incorporated  by reference  into
this Item 5, and the foregoing description of such document and the transactions
contemplated  therein  are  qualified  in their  entirety by  reference  to such
exhibit.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits:

         2.1      Stock Sale  Agreement,  dated as of September 15, 2000, by and
                  among Merisel, Inc., a Delaware corporation, Merisel Americas,
                  Inc., a Delaware corporation,  and Arrow Electronics,  Inc., a
                  New York corporation.




<PAGE>



                                    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 hereunto duly authorized.




                                    MERISEL, INC.



                                    By:/s/Timothy N. Jenson
                                       ----------------------------------
                                       TIMOTHY N. JENSON
                                       Executive Vice President and Chief
                                       Financial Officer


Date:    September 20, 2000



<PAGE>


                                  EXHIBIT INDEX

Exhibit
Designation                Nature of Exhibit

2.1                        Stock Sale Agreement, dated as of September 15, 2000,
                           by and among Merisel,  Inc., a Delaware  corporation,
                           Merisel Americas,  Inc., a Delaware corporation,  and
                           Arrow Electronics, Inc., a New York corporation.






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