content: 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): August 18, 2004
  
  
                                    MERISEL, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
           Delaware                    0-17156                    95-4172359
  (State or Other Jurisdiction       (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 2.  Acquisition or Disposition of Assets.
           ------------------------------------
  
           On August 18, 2004, Merisel Americas, Inc., a wholly-owned operating
           subsidiary of Merisel, Inc., completed a transaction to sell certain of
           its assets that principally comprise the software licensing business,
           including any notes and real property assets ("Software Licensing
           Assets"), to D&H Services, LLC, (the "Buyer"), an unrelated third
           party. Pursuant to the terms of the Purchase Agreement dated August 13,
           2004, between Merisel Americas, Inc. and the Buyer, the purchase price
           is equal to the book value of the Software Licensing Assets, less
           certain assumed liabilities, including certain wind down related
           liabilities of the U.S. hardware distribution business. The final
           determination of the book value of the Software Licensing Assets and
           the assumed liabilities will be determined within 60 days. A
           preliminary estimate of the book value of the Software Licensing Assets
           and the assumed liabilities as of August 17, 2004 was approximately
           $5.5 million and $6.1 million, respectively, resulting in a payment to
           the Buyer. These calculations are subject to various adjustments
           pursuant to the terms of the Purchase Agreement. Under the Purchase
           Agreement, the Company has made certain representations, warranties and
           covenants and has certain indemnification obligations related thereto
           and related to the assumed liabilities.
  
           Now that the transaction has been consummated, the Company will have no
           on-going revenues, other than interest income. During the third quarter
           of 2004, the Company will present the software licensing and remaining
           U.S. hardware distribution business as discontinued operations and
           anticipates incurring certain related restructuring costs of
           approximately $1.0 million to $2.0 million.
  
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
           ------------------------------------------------------------------
  
  
       (a) Financial Statements of Business Acquired.
  
              Not Applicable
  
       (b)    Pro Forma Financial Information
  
  The following unaudited pro forma information (i) reflects pro forma adjustments
  primarily  to eliminate  revenue,  cost of revenues and other costs and expenses
  directly related to the software licensing  business and adjustments  related to
  the wind down of the U.S. hardware  distribution  business,  (ii) eliminates the
  assets that were sold to and  liabilities  that were  assumed by the Buyer,  and
  (iii) does not purport to represent either what the Company's financial position
  or results of  operations  would  have been had the sale  occurred  on the dates
  indicated or what the financial results of the software licensing business would
  have been if it were a stand-alone organization for the periods presented.
  <PAGE>
  
  The unaudited pro forma consolidated financial statements reported below consist
  of unaudited pro forma consolidated statements of operations for the six months
  ended June 30, 2004 and for the year ended December 31, 2003 and an unaudited
  pro forma consolidated balance sheet as of June 30, 2004. The unaudited pro
  forma consolidated financial statements should be read in conjunction with the
  Company's historical consolidated financial statements and the related notes
  included in the Company's Annual Report on Form 10-K for the year ended December
  31, 2003, and the Quarterly Report of Form 10-Q for the quarter ended June 30,
  2004.
  
  The following unaudited pro forma consolidated financial statements have been
  prepared giving effect to the sale of the Company's Software Licensing Assets,
  as if it had occurred as of June 30, 2004 for the unaudited pro forma
  consolidated balance sheet, and as of January 1, 2003 for the unaudited pro
  forma consolidated statements of operations. The Company is providing certain
  transactional services for the Buyer beginning August 18, 2004, for a period of
  up to ninety days and is being reimbursed for certain costs associated with
  these services.
  
  The pro forma results exclude certain amounts related to the wind-down of the
  U.S. hardware distribution business, excluding software licensing, that related
  to adjustments of associated assets and liabilities of the U.S. hardware
  distribution business purchased and assumed, respectively, by the Buyer.
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
  
  
  
  
                                                   Merisel, Inc. and subsidiaries
                                           Unaudited Pro Forma Consolidated Balance Sheet
                                                           (in thousands)
  
  
                                                              ---------------------------------------------------------
                                                                                   June 30, 2004
                                                              ---------------------------------------------------------
                                                                Historical      Pro Forma       Note      Pro Forma
                                                                               Adjustments
                                                              --------------- --------------- -------- ----------------
  
  <S>                                                                 <C>              <C>     <C>         <C>
         Cash and cash equivalents                                 $  44,796      $    993    A             $ 45,789
         Accounts receivable                                           9,657        (9,657)   B                    -
         Inventories                                                       2            (2)   B                    -
         Prepaids and other current assets                             3,837             -                     3,837
                                                              --------------- ---------------          ----------------
         Total current assets                                         58,292        (8,666)                   49,626
  
         Property and equipment, net                                     969          (883)   B                   86
         Other assets                                                  1,726          (914)   B                  812
                                                              --------------- ---------------          ----------------
         Total assets                                               $ 60,987      $(10,463)                 $ 50,524
                                                              =============== ===============          ================
  
         Accounts payable                                           $  8,447      $ (8,447)   C                    -
         Accrued liabilities                                           6,430        (2,016)   C             $  4,414
                                                              --------------- ---------------          ----------------
         Total current liabilities                                    14,877       (10,463)                    4,414
  
         Long-term liabilities                                           760             -                       760
  
         Stockholders equity                                          45,350             -                    45,350
                                                              --------------- ---------------          ----------------
         Total liabilities and equity                               $ 60,987      $(10,463)                 $ 50,524
                                                              =============== ===============          ================
  
           See accompanying notes to unaudited pro forma consolidated financial statements
  
  </TABLE>
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
                                                Merisel, Inc. and Subsidiaries
                                  Unaudited Pro Forma Consolidated Statements of Operations
                                          For the Six Months Ended June 30, 2004
                                           (in thousands, except per share data)
  
                                                                                   Pro Forma
                                                                 Historical       Adjustments    Note    Pro Forma
                                                                ------------- -- --------------- ------- -----------
  
  <S>                                                              <C>                <C>        <C>      <C>
        Net sales                                                $ 32,593           $ (32,593)   D           -
        Cost of sales                                              29,473             (29,473)   D           -
                                                                ------------- -- --------------- ------- -----------
        Gross profit                                                3,120              (3,120)               -
  
        Selling, general and administrative expenses                2,880              (1,309)   E        $  1,571
        Restructuring charge                                         (279)                  -                 (279)
                                                                ------------- -- --------------- ------- -----------
        Operating income (loss)                                       519              (1,811)              (1,292)
  
        Interest income, net                                          243                 (18)   F             225
        Other income, net                                              21                   -                   21
                                                                ------------- -- --------------- ------- -----------
        Income (loss) before income taxes                             783              (1,829)              (1,046)
  
        Income tax provision                                          105                   -                  105
                                                                ------------- -- --------------- ------- -----------
        Net income (loss)                                         $   678           $  (1,829)            $ (1,151)
                                                                ============= == =============== ======= ===========
        Preferred stock dividends                                     811                   -                  811
                                                                ------------- -- --------------- ------- ----------- --
        Net loss available to common stockholders                 $  (133)          $  (1,829)            $ (1,962)
                                                                ============= == =============== ======= ===========
  
        Weighted average number of shares outstanding               7,616                                    7,616
        Net loss per share to common stockholders                 $ (0.02)                                $  (0.26)
  
       See accompanying notes to unaudited pro forma consolidated financial statements
  
  </TABLE>
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
                                                Merisel, Inc. and Subsidiaries
                                  Unaudited Pro Forma Consolidated Statements of Operations
                                             For the Year Ended December 31, 2003
                                          (in thousands, except per share data)
  
                                                                                 Pro Forma
                                                             Historical         Adjustments    Note      Pro Forma
                                                            -------------- --- --------------- -------- ------------
  
  <S>                                                            <C>                 <C>      <C>       <C>
        Net sales                                              $ 96,042            $ (96,042)  D             -
        Cost of sales                                            90,763              (90,763)  D             -
                                                            -------------- --- --------------- -------- ------------
        Gross profit                                              5,279               (5,279)                -
  
        Selling, general and administrative expenses              4,313                  (76)  E         $  4,237
        Impairment charge                                         1,800               (1,800)  G             -
        Restructuring charge                                        650              -                        650
                                                            -------------- --- --------------- -------- ------------
        Operating loss                                           (1,484)              (3,403)              (4,887)
  
        Interest income, net                                        751                 (162)  F              589
        Other income, net                                         2,474              -                      2,474
                                                            -------------- --- --------------- -------- ------------
        Income (loss) before income taxes                         1,741               (3,565)              (1,824)
  
        Income tax benefit                                         (744)             -                       (744)
                                                            -------------- --- --------------- -------- ------------
        Income (loss) from continuing operations                $ 2,485             $ (3,565)            $ (1,080)
                                                            ============== === =============== ======== ============
        Preferred stock dividends                                 1,514              -                      1,514
                                                            -------------- --- --------------- -------- ------------
        Income (loss) from continuing operations                $   971             $  (3,565)           $ (2,594)
           available to common stockholders
                                                            ============== === =============== ======== ============
  
        Weighted average number of shares
           outstanding                                            7,617                                     7,617
         Income (loss) from continuing operations
            less preferred stock dividends per share
         to
            common stockholders                                 $  0.13                                   $ (0.34)
  
    See accompanying notes to unaudited pro forma consolidated financial statements
  </TABLE>
  
  
  <PAGE>
  
  
    MERISEL, INC. AND SUBSIDIARIES
    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
  
  A) The purchase price represents the book value of the assets purchased
    ("Software Licensing Assets") by D&H Services, LLC ("the Buyer"), less certain
    liabilities assumed by the Buyer ("Assumed Liabilities"). The Software
    Licensing Assets and Assumed Liabilities include certain assets and
    liabilities of the U.S. hardware distribution and software licensing business.
    Should the book value of the Software Licensing Assets exceed the Assumed
    Liabilities, the Buyer will settle the difference in cash. The unaudited pro
    forma consolidated balance sheet reflects a cash receipt of $993,000 related
    to the sale of the software licensing assets as the Software Licensing Assets
    of $11,456,000 exceeded the Assumed Liabilities of $10,463,000 as of June 30,
    2004.
  
  B) The pro forma adjustments to accounts receivable, inventories, property and
    equipment and other assets reflect the elimination of the Software Licensing
    Assets sold to the Buyer, as defined above.
  
  C) The pro forma adjustments to accounts payable and accrued liabilities reflect
    the elimination of the Assumed Liabilities, as defined above.
  
  D) Pro forma adjustment represents the sale of all of the revenue producing
    operations of the Company. The pro forma adjustment to net sales reflects
    direct revenues in the first half of 2004 and fiscal 2003 generated by the
    software licensing business. The corresponding cost of sales has been removed,
    as well as reductions of cost of sales related to vendor settlements of the
    wound down U.S. hardware distribution business as the related wind down
    reserves have been included in Assumed Liabilities.
  
  E) The pro forma adjustments to selling, general and administrative expenses
    removes all direct costs of the sales, marketing and operations departments
    directly involved in the revenue generating operations of the Company and
    certain reductions of selling, general and administrative expenses related to
    vendor settlements of the wound down U.S. hardware distribution business as
    the related wind down reserves have been included in Assumed Liabilities.
  
  F) The pro forma adjustment to interest income removes interest paid by
    customers of the software licensing business and interest payments on a note
    receivable that was included in the Software Licensing Assets sold to the
    Buyer.
  
  G) The pro forma adjustment represents the elimination of the impairment charge
    taken on the note receivable secured by the Cary, North Carolina property
    which is included in the Software Licensing Assets sold to the Buyer.
  
  
   (c) Exhibits:
  
  2.1      Purchase  Agreement,  dated as of August 13, 2004, by and between
           Merisel  Americas,  Inc., a Delaware  corporation,  and D&H
           Services, LLC, a California limited liability company.
  
  
  <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.
  
  Date:    August 20, 2004
  
  
                                        By:/s/Timothy N. Jenson
                                           -------------------------------------
                                           Timothy N. Jenson
                                           Chief Executive Officer and President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K FOR MERISEL, INC.", "secsgml_size_bytes": 19728}]
metadata_filer: {"company-data": {"conformed-name": "MERISEL INC /DE/", "cik": "0000724941", "assigned-sic": "5045", "irs-number": "954172359", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17156", "film-number": "04988870"}, "business-address": {"street1": "200 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0984", "phone": "3106153080"}, "mail-address": {"street1": "200 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0984"}, "former-company": {"former-conformed-name": "SOFTSEL COMPUTER PRODUCTS INC", "date-changed": "19910509"}}
text: 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): August 18, 2004
  
                                    MERISEL, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
           Delaware                    0-17156                    95-4172359
  (State or Other Jurisdiction       (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)
  Item 2.  Acquisition or Disposition of Assets.
           ------------------------------------
  
           On August 18, 2004, Merisel Americas, Inc., a wholly-owned operating
           subsidiary of Merisel, Inc., completed a transaction to sell certain of
           its assets that principally comprise the software licensing business,
           including any notes and real property assets ("Software Licensing
           Assets"), to D&H Services, LLC, (the "Buyer"), an unrelated third
           party. Pursuant to the terms of the Purchase Agreement dated August 13,
           2004, between Merisel Americas, Inc. and the Buyer, the purchase price
           is equal to the book value of the Software Licensing Assets, less
           certain assumed liabilities, including certain wind down related
           liabilities of the U.S. hardware distribution business. The final
           determination of the book value of the Software Licensing Assets and
           the assumed liabilities will be determined within 60 days. A
           preliminary estimate of the book value of the Software Licensing Assets
           and the assumed liabilities as of August 17, 2004 was approximately
           $5.5 million and $6.1 million, respectively, resulting in a payment to
           the Buyer. These calculations are subject to various adjustments
           pursuant to the terms of the Purchase Agreement. Under the Purchase
           Agreement, the Company has made certain representations, warranties and
           covenants and has certain indemnification obligations related thereto
           and related to the assumed liabilities.
  
           Now that the transaction has been consummated, the Company will have no
           on-going revenues, other than interest income. During the third quarter
           of 2004, the Company will present the software licensing and remaining
           U.S. hardware distribution business as discontinued operations and
           anticipates incurring certain related restructuring costs of
           approximately $1.0 million to $2.0 million.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
           ------------------------------------------------------------------
  
       (a) Financial Statements of Business Acquired.
  
              Not Applicable
  
       (b)    Pro Forma Financial Information
  
  The following unaudited pro forma information (i) reflects pro forma adjustments
  primarily  to eliminate  revenue,  cost of revenues and other costs and expenses
  directly related to the software licensing  business and adjustments  related to
  the wind down of the U.S. hardware  distribution  business,  (ii) eliminates the
  assets that were sold to and  liabilities  that were  assumed by the Buyer,  and
  (iii) does not purport to represent either what the Company's financial position
  or results of  operations  would  have been had the sale  occurred  on the dates
  indicated or what the financial results of the software licensing business would
  have been if it were a stand-alone organization for the periods presented.
  The unaudited pro forma consolidated financial statements reported below consist
  of unaudited pro forma consolidated statements of operations for the six months
  ended June 30, 2004 and for the year ended December 31, 2003 and an unaudited
  pro forma consolidated balance sheet as of June 30, 2004. The unaudited pro
  forma consolidated financial statements should be read in conjunction with the
  Company's historical consolidated financial statements and the related notes
  included in the Company's Annual Report on Form 10-K for the year ended December
  31, 2003, and the Quarterly Report of Form 10-Q for the quarter ended June 30,
  2004.
  
  The following unaudited pro forma consolidated financial statements have been
  prepared giving effect to the sale of the Company's Software Licensing Assets,
  as if it had occurred as of June 30, 2004 for the unaudited pro forma
  consolidated balance sheet, and as of January 1, 2003 for the unaudited pro
  forma consolidated statements of operations. The Company is providing certain
  transactional services for the Buyer beginning August 18, 2004, for a period of
  up to ninety days and is being reimbursed for certain costs associated with
  these services.
  
  The pro forma results exclude certain amounts related to the wind-down of the
  U.S. hardware distribution business, excluding software licensing, that related
  to adjustments of associated assets and liabilities of the U.S. hardware
  distribution business purchased and assumed, respectively, by the Buyer.
  Merisel, Inc. and subsidiaries
                                           Unaudited Pro Forma Consolidated Balance Sheet
                                                           (in thousands)
  
                                                              ---------------------------------------------------------
                                                                                   June 30, 2004
                                                              ---------------------------------------------------------
                                                                Historical      Pro Forma       Note      Pro Forma
                                                                               Adjustments
                                                              --------------- --------------- -------- ----------------
  Cash and cash equivalents                                 $  44,796      $    993    A             $ 45,789
         Accounts receivable                                           9,657        (9,657)   B                    -
         Inventories                                                       2            (2)   B                    -
         Prepaids and other current assets                             3,837             -                     3,837
                                                              --------------- ---------------          ----------------
         Total current assets                                         58,292        (8,666)                   49,626
  
         Property and equipment, net                                     969          (883)   B                   86
         Other assets                                                  1,726          (914)   B                  812
                                                              --------------- ---------------          ----------------
         Total assets                                               $ 60,987      $(10,463)                 $ 50,524
                                                              =============== ===============          ================
  
         Accounts payable                                           $  8,447      $ (8,447)   C                    -
         Accrued liabilities                                           6,430        (2,016)   C             $  4,414
                                                              --------------- ---------------          ----------------
         Total current liabilities                                    14,877       (10,463)                    4,414
  
         Long-term liabilities                                           760             -                       760
  
         Stockholders equity                                          45,350             -                    45,350
                                                              --------------- ---------------          ----------------
         Total liabilities and equity                               $ 60,987      $(10,463)                 $ 50,524
                                                              =============== ===============          ================
  
           See accompanying notes to unaudited pro forma consolidated financial statements
  Merisel, Inc. and Subsidiaries
                                  Unaudited Pro Forma Consolidated Statements of Operations
                                          For the Six Months Ended June 30, 2004
                                           (in thousands, except per share data)
  
                                                                                   Pro Forma
                                                                 Historical       Adjustments    Note    Pro Forma
                                                                ------------- -- --------------- ------- -----------
  Net sales                                                $ 32,593           $ (32,593)   D           -
        Cost of sales                                              29,473             (29,473)   D           -
                                                                ------------- -- --------------- ------- -----------
        Gross profit                                                3,120              (3,120)               -
  
        Selling, general and administrative expenses                2,880              (1,309)   E        $  1,571
        Restructuring charge                                         (279)                  -                 (279)
                                                                ------------- -- --------------- ------- -----------
        Operating income (loss)                                       519              (1,811)              (1,292)
  
        Interest income, net                                          243                 (18)   F             225
        Other income, net                                              21                   -                   21
                                                                ------------- -- --------------- ------- -----------
        Income (loss) before income taxes                             783              (1,829)              (1,046)
  
        Income tax provision                                          105                   -                  105
                                                                ------------- -- --------------- ------- -----------
        Net income (loss)                                         $   678           $  (1,829)            $ (1,151)
                                                                ============= == =============== ======= ===========
        Preferred stock dividends                                     811                   -                  811
                                                                ------------- -- --------------- ------- ----------- --
        Net loss available to common stockholders                 $  (133)          $  (1,829)            $ (1,962)
                                                                ============= == =============== ======= ===========
  
        Weighted average number of shares outstanding               7,616                                    7,616
        Net loss per share to common stockholders                 $ (0.02)                                $  (0.26)
  
       See accompanying notes to unaudited pro forma consolidated financial statements
  Merisel, Inc. and Subsidiaries
                                  Unaudited Pro Forma Consolidated Statements of Operations
                                             For the Year Ended December 31, 2003
                                          (in thousands, except per share data)
  
                                                                                 Pro Forma
                                                             Historical         Adjustments    Note      Pro Forma
                                                            -------------- --- --------------- -------- ------------
  Net sales                                              $ 96,042            $ (96,042)  D             -
        Cost of sales                                            90,763              (90,763)  D             -
                                                            -------------- --- --------------- -------- ------------
        Gross profit                                              5,279               (5,279)                -
  
        Selling, general and administrative expenses              4,313                  (76)  E         $  4,237
        Impairment charge                                         1,800               (1,800)  G             -
        Restructuring charge                                        650              -                        650
                                                            -------------- --- --------------- -------- ------------
        Operating loss                                           (1,484)              (3,403)              (4,887)
  
        Interest income, net                                        751                 (162)  F              589
        Other income, net                                         2,474              -                      2,474
                                                            -------------- --- --------------- -------- ------------
        Income (loss) before income taxes                         1,741               (3,565)              (1,824)
  
        Income tax benefit                                         (744)             -                       (744)
                                                            -------------- --- --------------- -------- ------------
        Income (loss) from continuing operations                $ 2,485             $ (3,565)            $ (1,080)
                                                            ============== === =============== ======== ============
        Preferred stock dividends                                 1,514              -                      1,514
                                                            -------------- --- --------------- -------- ------------
        Income (loss) from continuing operations                $   971             $  (3,565)           $ (2,594)
           available to common stockholders
                                                            ============== === =============== ======== ============
  
        Weighted average number of shares
           outstanding                                            7,617                                     7,617
         Income (loss) from continuing operations
            less preferred stock dividends per share
         to
            common stockholders                                 $  0.13                                   $ (0.34)
  
    See accompanying notes to unaudited pro forma consolidated financial statements
  MERISEL, INC. AND SUBSIDIARIES
    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
  
  A) The purchase price represents the book value of the assets purchased
    ("Software Licensing Assets") by D&H Services, LLC ("the Buyer"), less certain
    liabilities assumed by the Buyer ("Assumed Liabilities"). The Software
    Licensing Assets and Assumed Liabilities include certain assets and
    liabilities of the U.S. hardware distribution and software licensing business.
    Should the book value of the Software Licensing Assets exceed the Assumed
    Liabilities, the Buyer will settle the difference in cash. The unaudited pro
    forma consolidated balance sheet reflects a cash receipt of $993,000 related
    to the sale of the software licensing assets as the Software Licensing Assets
    of $11,456,000 exceeded the Assumed Liabilities of $10,463,000 as of June 30,
    2004.
  
  B) The pro forma adjustments to accounts receivable, inventories, property and
    equipment and other assets reflect the elimination of the Software Licensing
    Assets sold to the Buyer, as defined above.
  
  C) The pro forma adjustments to accounts payable and accrued liabilities reflect
    the elimination of the Assumed Liabilities, as defined above.
  
  D) Pro forma adjustment represents the sale of all of the revenue producing
    operations of the Company. The pro forma adjustment to net sales reflects
    direct revenues in the first half of 2004 and fiscal 2003 generated by the
    software licensing business. The corresponding cost of sales has been removed,
    as well as reductions of cost of sales related to vendor settlements of the
    wound down U.S. hardware distribution business as the related wind down
    reserves have been included in Assumed Liabilities.
  
  E) The pro forma adjustments to selling, general and administrative expenses
    removes all direct costs of the sales, marketing and operations departments
    directly involved in the revenue generating operations of the Company and
    certain reductions of selling, general and administrative expenses related to
    vendor settlements of the wound down U.S. hardware distribution business as
    the related wind down reserves have been included in Assumed Liabilities.
  
  F) The pro forma adjustment to interest income removes interest paid by
    customers of the software licensing business and interest payments on a note
    receivable that was included in the Software Licensing Assets sold to the
    Buyer.
  
  G) The pro forma adjustment represents the elimination of the impairment charge
    taken on the note receivable secured by the Cary, North Carolina property
    which is included in the Software Licensing Assets sold to the Buyer.
  
   (c) Exhibits:
  
  2.1      Purchase  Agreement,  dated as of August 13, 2004, by and between
           Merisel  Americas,  Inc., a Delaware  corporation,  and D&H
           Services, LLC, a California limited liability company.
  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.
  
  Date:    August 20, 2004
  
                                        By:/s/Timothy N. Jenson
                                           -------------------------------------
                                           Timothy N. Jenson
                                           Chief Executive Officer and President