MERISEL INC /DE/
8-K, 2000-06-21
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) June 9, 2000




                                  MERISEL, INC.
             (Exact name of registrant as specified in its charter)



     Delaware                            0-17156                  95-4172359
(State or other jurisdiction of      (Commission File          (I.R.S Employer
incorporation or organization)          Number)              Identification No.)


200 Continental Boulevard, El Segundo, California                90245-0948
  (Address of principal executive offices)                       (Zip Code)






         Registrants telephone number, including area code (310) 615-3080


<PAGE>


Item 5.           OTHER EVENTS

Pursuant to a Stock Subscription Agreement between Merisel, Inc. (the Company)
and Phoenix  Acquisition  Company  II,  L.L.C  (Phoenix),  on June 9, 2000 the
Company issued and sold 150,000 shares of convertible preferred stock to Phoenix
for $15,000,000.  Phoenix holds  50,000,000  shares  (approximately  62%) of the
Companys issued and outstanding common stock.

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

99.1 Stock  Subscription  Agreement  by and between  Merisel,  Inc.  and Phoenix
     Acquisition  Company II, L.L.C.  dated as of June 2, 2000.

99.2 Certificate ofDesignation of Convertible Preferred Stock of Merisel, Inc.

<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 thereunto duly authorized.



                                                   MERISEL, INC

Date:    June 20, 2000                             By: /s/ KAREN A. TALLMAN
                                                        Karen A. Tallman
                                                        Vice President
                                                        and General Counsel



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