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): July 27, 2001
  
  
                                    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.
           ------------------------------------
  
                    Effective July 28, 2001, Merisel, Inc. (the "Company")
  completed the sale of the outstanding capital stock of its wholly owned
  subsidiary Merisel Canada Inc. ("Merisel Canada") to Synnex Information
  Technologies, Inc. ("Synnex") pursuant to a Stock Sale Agreement, dated as of
  July 2, 2001 (the "Stock Sale Agreement"), entered into between the Company,
  Merisel Americas, Inc. ("Americas") and Synnex. The Stock Sale Agreement
  provided for a purchase price of CDN$30.0 million, subject to adjustments based
  on changes in working capital reflected on Merisel Canada's closing balance
  sheet. The preliminary purchase price was approximately CDN$30.0 million, or
  US$19.6 million, of which approximately US$2.0 million was deposited in an
  escrow account pending completion of the closing balance sheet and resolution of
  indemnification claims made during the 12 months after closing. In addition, the
  Company is entitled to any amounts collected by Merisel Canada under credit
  insurance policies with respect to any period prior to the closing. Based on the
  preliminary purchase price, the Company expects to realize a loss of
  approximately $29.4 million from the sale of Merisel Canada. The final purchase
  price will be adjusted based on the actual balance sheet as of the closing date
  determined within 60 days of closing. These adjustments are not expected to be
  material.
  
                    In connection with the transaction, the Company, Americas,
  Merisel Canada and Synnex have entered into a transition services agreement
  pursuant to which Americas will provide information technology services to
  Merisel Canada for an initial term of six months that may be terminated at the
  option of Synnex at any time with twenty days prior written notice.
  
                    The Stock Sale  Agreement,  which was previously  filed,  is
   incorporated by reference into this Item 2.
  
  
  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 financial statements are filed
  with this report:
  
    Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2001.....Page 4
    Pro Forma Condensed Consolidated Statements of Operations:
         Three Months Ended March 31, 2001................................. Page 5
         Year Ended December 31, 2000.....................................  Page 6
  
  
  <PAGE>
  
  
    Notes to Unaudited Pro Forma Condensed Consolidated
       Financial Statements............................................   Page 7-8
  
              The unaudited Pro Forma Condensed Consolidated Balance Sheet of the
       Company as of March 31, 2001 reflects the financial position of the Company
       after giving effect to the disposition of Merisel Canada as discussed in
       Item 2 and assumes the disposition took place on March 31, 2001. The
       unaudited Pro Forma Condensed Consolidated Statements of Operations for the
       year ended December 31, 2000 and the three months ended March 31, 2001
       assume that the disposition occurred on the first date of the period
       presented, and are based on the operations of the Company for the year
       ended December 31, 2000 and the three months ended March 31, 2001.
  
              The unaudited pro forma condensed consolidated financial statements
       presented herein are shown for illustrative purposes only and are not
       necessarily indicative of the future financial position or future results
       of operations of the Company, or of the financial position or results of
       operations of the Company that would have actually occurred had the
       transaction occurred as of the date or as of the first date of the periods
       presented.
  
              The unaudited pro forma condensed consolidated financial statements
       should be read in conjunction with the historical financial statements and
       related notes of the Company for the year ended December 31, 2000 as filed
       on Form 10-K and for the three months ended March 31, 2001 as filed on Form
       10-Q.
  
  (c)  Exhibits:
  
           2.1      Stock  Sale  Agreement,  dated  as of July 2,  2001,  by and
                    among  Merisel,  Inc.,  a  Delaware corporation,   Merisel
                    Americas,   Inc.,  a  Delaware   corporation,   and  Synnex
                    Information Technologies,  Inc., a California  corporation
                    (incorporated  by reference to Form 8-K, File No. 0-17156,
                    filed by the Company on July 9, 2001).
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
  
                           PRO FORMA FINANCIAL INFORMATION
  
                          MERISEL, INC. AND SUBSIDIARIES
              UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                   MARCH 31, 2001
                                   (In thousands)
                                     (Unaudited)
  
                                                             Pro Forma Adjustments
                                                    ----------------------------------------
                                      Historical        Merisel
                                        3/31/01          Canada        (a)        Other            Pro Forma
                                    ---------------    ---------------       ---------------       ---------------
  
  <S>                                <C>               <C>                    <C>                  <C>
  Current Assets:
  Cash and cash equivalents             $  44,395          $   2,744            $  17,601     (b)     $   59,252
  Accounts receivable (net of
     allowances)                           83,522             83,671                1,958     (c)          1,809
  Inventories                              45,958             45,958
  Prepaid expenses and other
    current assets                          2,824              2,120                                         704
  Deferred income taxes                       837                837
                                    ---------------    ---------------       ---------------       ---------------
     Total current assets                 177,536            135,330               19,559                 61,765
  Property and Equipment, Net              23,831             15,291                                       8,540
  Cost in Excess of Net Assets
    Acquired, Net                           3,454              3,454
  Other Assets                                 69                                                             69
                                    ---------------    ---------------       ---------------       ---------------
    Total Assets                       $  204,890         $  154,075            $  19,559             $   70,374
                                    ===============    ===============       ===============       ===============
  
  Current Liabilities:
  Accounts payable                         84,356             58,632                                      25,724
  Accrued liabilities                      31,656              4,669                1,145     (d)         28,132
  Long-term debt and
  capitalized lease obligations               852                 57                                         795
                                    ---------------    ---------------       ---------------       ---------------
     Total current liabilities            116,864             63,358                1,145                 54,651
  Long-Term Debt                           49,764             49,764
  Capitalized Lease Obligations
                                    ---------------    ---------------       ---------------       ---------------
     Total Liabilities                    166,628            113,122                1,145                 54,651
  
  Stockholders' Equity                     38,262             40,953               18,414                 15,723
                                    ---------------    ---------------       ---------------       ---------------
    Total Liabilities and
    Stockholders' Equity               $  204,890         $  154,075            $  19,559             $   70,374
                                    ===============    ===============       ===============       ===============
  </TABLE>
  
  
              See accompanying notes to unaudited pro forma condensed consolidated
  financial statements.
  
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
  
  
  
                           PRO FORMA FINANCIAL INFORMATION
  
                            MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31, 2001
                        (In thousands, except per share data)
  
                                                                             Pro Forma Adjustments
                                                                     --------------------------------------
                                                    Historical         Merisel                                    Pro Forma
                                                     3/31/01           Canada         (a)        Other
                                                 ----------------    ----------------       ---------------      ----------------
  
  <S>                                            <C>                 <C>                    <C>                   <C>
  Net sales                                      $     164,683       $     156,522                                $      8,161
  Cost of sales                                        155,110             147,579                                       7,531
                                                 ----------------    ----------------       ---------------      ----------------
  Gross profit                                           9,573               8,943                                         630
  Selling, general & administrative expenses            19,933               7,352          $      1,358  (b)           13,939
                                                 ----------------    ----------------       ---------------      ----------------
  Operating (loss) income                              (10,360)              1,591                (1,358)              (13,309)
  Interest expense, net                                    910                 858                                          52
  Other expense, net                                       791                 446                                         345
                                                 ----------------    ----------------       ---------------      ----------------
  (Loss) income from continuing operations
    before income taxes and extraordinary item         (12,061)                287                (1,358)              (13,706)
  Income tax provision                                     730                 129                                         601
                                                 ----------------    ----------------       ---------------      ----------------
  (Loss) income from continuing operations
    before extraordinary item                     $    (12,791)      $         158          $     (1,358)          $   (14,307)
                                                 ================    ================       ===============      ================
  
  Net loss per share from continuing
  operations                                      $      (1.59)                                                       $  (1.78)
    before extraordinary item
                                                 ================    ================       ===============      ================
  
  Weighted Average Number of
    Shares Outstanding                                   8,031                                                           8,031
                                                 ================    ================       ===============      ================
  
  
  </TABLE>
  
  
              See accompanying notes to unaudited pro forma condensed consolidated
  financial statements.
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
  
                           PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                     FOR THE TWEVE MONTHS ENDED DECEMBER 30, 2000
                        (In thousands, except per share data)
  
                                                                             Pro Forma Adjustments
                                                                     --------------------------------------
                                                    Historical         Merisel                                    Pro Forma
                                                     12/31/00          Canada         (a)        Other
                                                 ----------------    ----------------       ---------------      ----------------
  
  <S>                                            <C>                 <C>                     <C>                 <C>
  Net sales                                      $   2,093,529     $       660,216                              $    1,433,313
  Cost of sales                                      2,020,111             623,854                                   1,396,257
                                                 ----------------    ----------------       ---------------      ----------------
  Gross profit                                          73,418              36,362                                      37,056
  Selling, general & administrative expenses           176,752              47,723           $     3,278    (b)        132,307
  Restructuring charge                                  17,636               2,589                                      15,047
  Impairment charge                                     52,833                                                          52,833
                                                 ----------------    ----------------       ---------------      ----------------
  Operating loss                                      (173,803)            (13,950)               (3,278)             (163,131)
  Interest expense, net                                 10,920                 805                   805    (c)         10,920
  Other expense (income), net                            5,382               5,723                                        (341)
                                                 ----------------    ----------------       ---------------      ----------------
  Loss from continuing operations
    before income taxes and extraordinary item        (190,105)            (20,478)               (4,083)             (173,710)
  Income tax provision                                     620                 315                                         305
                                                 ----------------    ----------------       ---------------      ----------------
  Loss from continuing operations
    before extraordinary item                    $    (190,725)     $      (20,793)         $     (4,083)        $    (174,015)
                                                 ================    ================       ===============      ================
  
  Net loss per share from continuing operations
    before extraordinary item                    $      (23.75)                                                  $      (21.67)
                                                 ================    ================       ===============      ================
  
  Weighted Average Number of
    Shares Outstanding                                   8,031                                                           8,031
                                                 ================    ================       ===============      ================
  
  </TABLE>
  
  
              See accompanying notes to unaudited pro forma condensed consolidated
  financial statements.
  
  
  
  <PAGE>
  
  
  Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
  
  1.   General
  
  The foregoing unaudited pro forma condensed consolidated financial statements
  illustrate the effect of the sale by the Company of Merisel Canada pursuant to a
  Stock Sale Agreement among the Company, Merisel Americas, Inc., and Synnex
  Information Technologies, Inc. At March 31, 2001 the purchase price would have
  been approximately CDN$30.0 million, or US$19.6 million, of which approximately
  US$2.0 million would be deposited in an escrow account pending completion of the
  closing balance sheet and resolution of indemnification claims made during the
  12 months after closing. Assuming the transaction was completed on March 31,
  2001, the Company would have realized a US$29.4 million loss from the sale of
  Merisel Canada as follows:
  
                                                                   (in thousands)
  Estimated purchase price                                               $17,601
  Less: Direct costs associated with transaction                           1,145
                                                                  ----------------
  Estimated consideration received for sale of Merisel Canada             16,456
  Less: Cumulative foreign currency translation impairment                 9,612
  Less: Estimated Merisel Canada net assets                               36,261
                                                                  ----------------
  
  Estimated loss on sale of Merisel Canada                              $(29,417)
                                                                  ================
  
  
  2.   Adjustments to Pro Forma Balance Sheet
  
  (a)  Merisel Canada - Represents the historical unaudited March 31, 2001
       balances for Merisel Canada which are eliminated to reflect the sale of
       Merisel Canada to Synnex.
  
  (b)  Cash - Consists of cash proceeds resulting from the sale of Merisel Canada
       net of cash deposited in escrow by Synnex pending completion of the closing
       balance sheet and resolution of indemnification claims made during the 12
       months after closing.
  
  (c)  Accounts Receivable - Consists of cash deposited in escrow by Synnex
       pending completion of the closing balance sheet and resolution of
       indemnification claims made during the 12 months after closing.
  
  (d)  Accrued Liabilities - Consists of estimated direct costs associated with
       the sale of Merisel Canada including but not limited to legal, accounting
       and investment banking fees.
  
  
  
  <PAGE>
  
  
  
  3.   Adjustments to Pro Forma Statement of Operations for the Three Months Ended
       March 31, 2001
  
  (a)  Merisel Canada - Represents the historical unaudited balances of Merisel
       Canada for the three months ended March 31, 2001 which are eliminated to
       reflect the sale of Merisel Canada to Synnex.
  
  (b)  Selling, General and Administrative Expenses - Consists of corporate costs
       allocated by the Company to Merisel Canada (corporate overhead,
       administrative expenses, etc.) that would not have been eliminated due to
       the sale of Merisel Canada.
  
  4.   Adjustments to Pro Forma Statement of Operations for the Year Ended
       December 31, 2000
  
  (a)  Merisel Canada - Represents the historical unaudited balances for Merisel
       Canada for the year ended December 31, 2000 which are eliminated to reflect
       the sale of Merisel Canada to Synnex.
  
  (b)  Selling, General and Administrative Expense - Consists of corporate costs
       allocated by the Company to Merisel Canada (corporate overhead,
       administrative expenses, etc.) that would not have been eliminated due to
       the sale of Merisel Canada.
  
  (c)  Interest Expense - Consists of interest expense allocated by the Company to
       Merisel Canada (related to the Company's 12-1/2%. Senior Notes) that would
       not have been eliminated due to the sale of Merisel Canada.
  
  
  <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
                                        Chief Executive Officer and President
  
  Date:    August 8, 2001
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  Exhibit
  Designation                Nature of Exhibit
  
  
           2.1   Stock Sale Agreement,  dated as of July 2, 2001, by and among
                 Merisel,  Inc., a Delaware corporation,  Merisel Americas,  Inc.,
                 a Delaware  corporation,  and Synnex  Information Technologies,
                 Inc., a California  corporation  (incorporated  by reference to
                 Form 8-K, File No. 0-17156, filed by Merisel on July 6, 2001).
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "canstock.txt", "description": "FORM 8-K FOR MERISEL, INC.", "secsgml_size_bytes": 22478}]
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": "1701455"}, "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): July 27, 2001
  
                                    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.
           ------------------------------------
  
                    Effective July 28, 2001, Merisel, Inc. (the "Company")
  completed the sale of the outstanding capital stock of its wholly owned
  subsidiary Merisel Canada Inc. ("Merisel Canada") to Synnex Information
  Technologies, Inc. ("Synnex") pursuant to a Stock Sale Agreement, dated as of
  July 2, 2001 (the "Stock Sale Agreement"), entered into between the Company,
  Merisel Americas, Inc. ("Americas") and Synnex. The Stock Sale Agreement
  provided for a purchase price of CDN$30.0 million, subject to adjustments based
  on changes in working capital reflected on Merisel Canada's closing balance
  sheet. The preliminary purchase price was approximately CDN$30.0 million, or
  US$19.6 million, of which approximately US$2.0 million was deposited in an
  escrow account pending completion of the closing balance sheet and resolution of
  indemnification claims made during the 12 months after closing. In addition, the
  Company is entitled to any amounts collected by Merisel Canada under credit
  insurance policies with respect to any period prior to the closing. Based on the
  preliminary purchase price, the Company expects to realize a loss of
  approximately $29.4 million from the sale of Merisel Canada. The final purchase
  price will be adjusted based on the actual balance sheet as of the closing date
  determined within 60 days of closing. These adjustments are not expected to be
  material.
  
                    In connection with the transaction, the Company, Americas,
  Merisel Canada and Synnex have entered into a transition services agreement
  pursuant to which Americas will provide information technology services to
  Merisel Canada for an initial term of six months that may be terminated at the
  option of Synnex at any time with twenty days prior written notice.
  
                    The Stock Sale  Agreement,  which was previously  filed,  is
   incorporated by reference into this Item 2.
  
  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 financial statements are filed
  with this report:
  
    Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2001.....Page 4
    Pro Forma Condensed Consolidated Statements of Operations:
         Three Months Ended March 31, 2001................................. Page 5
         Year Ended December 31, 2000.....................................  Page 6
  Notes to Unaudited Pro Forma Condensed Consolidated
       Financial Statements............................................   Page 7-8
  
              The unaudited Pro Forma Condensed Consolidated Balance Sheet of the
       Company as of March 31, 2001 reflects the financial position of the Company
       after giving effect to the disposition of Merisel Canada as discussed in
       Item 2 and assumes the disposition took place on March 31, 2001. The
       unaudited Pro Forma Condensed Consolidated Statements of Operations for the
       year ended December 31, 2000 and the three months ended March 31, 2001
       assume that the disposition occurred on the first date of the period
       presented, and are based on the operations of the Company for the year
       ended December 31, 2000 and the three months ended March 31, 2001.
  
              The unaudited pro forma condensed consolidated financial statements
       presented herein are shown for illustrative purposes only and are not
       necessarily indicative of the future financial position or future results
       of operations of the Company, or of the financial position or results of
       operations of the Company that would have actually occurred had the
       transaction occurred as of the date or as of the first date of the periods
       presented.
  
              The unaudited pro forma condensed consolidated financial statements
       should be read in conjunction with the historical financial statements and
       related notes of the Company for the year ended December 31, 2000 as filed
       on Form 10-K and for the three months ended March 31, 2001 as filed on Form
       10-Q.
  
  (c)  Exhibits:
  
           2.1      Stock  Sale  Agreement,  dated  as of July 2,  2001,  by and
                    among  Merisel,  Inc.,  a  Delaware corporation,   Merisel
                    Americas,   Inc.,  a  Delaware   corporation,   and  Synnex
                    Information Technologies,  Inc., a California  corporation
                    (incorporated  by reference to Form 8-K, File No. 0-17156,
                    filed by the Company on July 9, 2001).
  PRO FORMA FINANCIAL INFORMATION
  
                          MERISEL, INC. AND SUBSIDIARIES
              UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                   MARCH 31, 2001
                                   (In thousands)
                                     (Unaudited)
  
                                                             Pro Forma Adjustments
                                                    ----------------------------------------
                                      Historical        Merisel
                                        3/31/01          Canada        (a)        Other            Pro Forma
                                    ---------------    ---------------       ---------------       ---------------
  Current Assets:
  Cash and cash equivalents             $  44,395          $   2,744            $  17,601     (b)     $   59,252
  Accounts receivable (net of
     allowances)                           83,522             83,671                1,958     (c)          1,809
  Inventories                              45,958             45,958
  Prepaid expenses and other
    current assets                          2,824              2,120                                         704
  Deferred income taxes                       837                837
                                    ---------------    ---------------       ---------------       ---------------
     Total current assets                 177,536            135,330               19,559                 61,765
  Property and Equipment, Net              23,831             15,291                                       8,540
  Cost in Excess of Net Assets
    Acquired, Net                           3,454              3,454
  Other Assets                                 69                                                             69
                                    ---------------    ---------------       ---------------       ---------------
    Total Assets                       $  204,890         $  154,075            $  19,559             $   70,374
                                    ===============    ===============       ===============       ===============
  
  Current Liabilities:
  Accounts payable                         84,356             58,632                                      25,724
  Accrued liabilities                      31,656              4,669                1,145     (d)         28,132
  Long-term debt and
  capitalized lease obligations               852                 57                                         795
                                    ---------------    ---------------       ---------------       ---------------
     Total current liabilities            116,864             63,358                1,145                 54,651
  Long-Term Debt                           49,764             49,764
  Capitalized Lease Obligations
                                    ---------------    ---------------       ---------------       ---------------
     Total Liabilities                    166,628            113,122                1,145                 54,651
  
  Stockholders' Equity                     38,262             40,953               18,414                 15,723
                                    ---------------    ---------------       ---------------       ---------------
    Total Liabilities and
    Stockholders' Equity               $  204,890         $  154,075            $  19,559             $   70,374
                                    ===============    ===============       ===============       ===============
  See accompanying notes to unaudited pro forma condensed consolidated
  financial statements.
  PRO FORMA FINANCIAL INFORMATION
  
                            MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31, 2001
                        (In thousands, except per share data)
  
                                                                             Pro Forma Adjustments
                                                                     --------------------------------------
                                                    Historical         Merisel                                    Pro Forma
                                                     3/31/01           Canada         (a)        Other
                                                 ----------------    ----------------       ---------------      ----------------
  Net sales                                      $     164,683       $     156,522                                $      8,161
  Cost of sales                                        155,110             147,579                                       7,531
                                                 ----------------    ----------------       ---------------      ----------------
  Gross profit                                           9,573               8,943                                         630
  Selling, general & administrative expenses            19,933               7,352          $      1,358  (b)           13,939
                                                 ----------------    ----------------       ---------------      ----------------
  Operating (loss) income                              (10,360)              1,591                (1,358)              (13,309)
  Interest expense, net                                    910                 858                                          52
  Other expense, net                                       791                 446                                         345
                                                 ----------------    ----------------       ---------------      ----------------
  (Loss) income from continuing operations
    before income taxes and extraordinary item         (12,061)                287                (1,358)              (13,706)
  Income tax provision                                     730                 129                                         601
                                                 ----------------    ----------------       ---------------      ----------------
  (Loss) income from continuing operations
    before extraordinary item                     $    (12,791)      $         158          $     (1,358)          $   (14,307)
                                                 ================    ================       ===============      ================
  
  Net loss per share from continuing
  operations                                      $      (1.59)                                                       $  (1.78)
    before extraordinary item
                                                 ================    ================       ===============      ================
  
  Weighted Average Number of
    Shares Outstanding                                   8,031                                                           8,031
                                                 ================    ================       ===============      ================
  See accompanying notes to unaudited pro forma condensed consolidated
  financial statements.
  PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                     FOR THE TWEVE MONTHS ENDED DECEMBER 30, 2000
                        (In thousands, except per share data)
  
                                                                             Pro Forma Adjustments
                                                                     --------------------------------------
                                                    Historical         Merisel                                    Pro Forma
                                                     12/31/00          Canada         (a)        Other
                                                 ----------------    ----------------       ---------------      ----------------
  Net sales                                      $   2,093,529     $       660,216                              $    1,433,313
  Cost of sales                                      2,020,111             623,854                                   1,396,257
                                                 ----------------    ----------------       ---------------      ----------------
  Gross profit                                          73,418              36,362                                      37,056
  Selling, general & administrative expenses           176,752              47,723           $     3,278    (b)        132,307
  Restructuring charge                                  17,636               2,589                                      15,047
  Impairment charge                                     52,833                                                          52,833
                                                 ----------------    ----------------       ---------------      ----------------
  Operating loss                                      (173,803)            (13,950)               (3,278)             (163,131)
  Interest expense, net                                 10,920                 805                   805    (c)         10,920
  Other expense (income), net                            5,382               5,723                                        (341)
                                                 ----------------    ----------------       ---------------      ----------------
  Loss from continuing operations
    before income taxes and extraordinary item        (190,105)            (20,478)               (4,083)             (173,710)
  Income tax provision                                     620                 315                                         305
                                                 ----------------    ----------------       ---------------      ----------------
  Loss from continuing operations
    before extraordinary item                    $    (190,725)     $      (20,793)         $     (4,083)        $    (174,015)
                                                 ================    ================       ===============      ================
  
  Net loss per share from continuing operations
    before extraordinary item                    $      (23.75)                                                  $      (21.67)
                                                 ================    ================       ===============      ================
  
  Weighted Average Number of
    Shares Outstanding                                   8,031                                                           8,031
                                                 ================    ================       ===============      ================
  See accompanying notes to unaudited pro forma condensed consolidated
  financial statements.
  Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
  
  1.   General
  
  The foregoing unaudited pro forma condensed consolidated financial statements
  illustrate the effect of the sale by the Company of Merisel Canada pursuant to a
  Stock Sale Agreement among the Company, Merisel Americas, Inc., and Synnex
  Information Technologies, Inc. At March 31, 2001 the purchase price would have
  been approximately CDN$30.0 million, or US$19.6 million, of which approximately
  US$2.0 million would be deposited in an escrow account pending completion of the
  closing balance sheet and resolution of indemnification claims made during the
  12 months after closing. Assuming the transaction was completed on March 31,
  2001, the Company would have realized a US$29.4 million loss from the sale of
  Merisel Canada as follows:
  
                                                                   (in thousands)
  Estimated purchase price                                               $17,601
  Less: Direct costs associated with transaction                           1,145
                                                                  ----------------
  Estimated consideration received for sale of Merisel Canada             16,456
  Less: Cumulative foreign currency translation impairment                 9,612
  Less: Estimated Merisel Canada net assets                               36,261
                                                                  ----------------
  
  Estimated loss on sale of Merisel Canada                              $(29,417)
                                                                  ================
  
  2.   Adjustments to Pro Forma Balance Sheet
  
  (a)  Merisel Canada - Represents the historical unaudited March 31, 2001
       balances for Merisel Canada which are eliminated to reflect the sale of
       Merisel Canada to Synnex.
  
  (b)  Cash - Consists of cash proceeds resulting from the sale of Merisel Canada
       net of cash deposited in escrow by Synnex pending completion of the closing
       balance sheet and resolution of indemnification claims made during the 12
       months after closing.
  
  (c)  Accounts Receivable - Consists of cash deposited in escrow by Synnex
       pending completion of the closing balance sheet and resolution of
       indemnification claims made during the 12 months after closing.
  
  (d)  Accrued Liabilities - Consists of estimated direct costs associated with
       the sale of Merisel Canada including but not limited to legal, accounting
       and investment banking fees.
  3.   Adjustments to Pro Forma Statement of Operations for the Three Months Ended
       March 31, 2001
  
  (a)  Merisel Canada - Represents the historical unaudited balances of Merisel
       Canada for the three months ended March 31, 2001 which are eliminated to
       reflect the sale of Merisel Canada to Synnex.
  
  (b)  Selling, General and Administrative Expenses - Consists of corporate costs
       allocated by the Company to Merisel Canada (corporate overhead,
       administrative expenses, etc.) that would not have been eliminated due to
       the sale of Merisel Canada.
  
  4.   Adjustments to Pro Forma Statement of Operations for the Year Ended
       December 31, 2000
  
  (a)  Merisel Canada - Represents the historical unaudited balances for Merisel
       Canada for the year ended December 31, 2000 which are eliminated to reflect
       the sale of Merisel Canada to Synnex.
  
  (b)  Selling, General and Administrative Expense - Consists of corporate costs
       allocated by the Company to Merisel Canada (corporate overhead,
       administrative expenses, etc.) that would not have been eliminated due to
       the sale of Merisel Canada.
  
  (c)  Interest Expense - Consists of interest expense allocated by the Company to
       Merisel Canada (related to the Company's 12-1/2%. Senior Notes) that would
       not have been eliminated due to the sale of Merisel Canada.
  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
                                        Chief Executive Officer and President
  
  Date:    August 8, 2001
  EXHIBIT INDEX
  
  Exhibit
  Designation                Nature of Exhibit
  
           2.1   Stock Sale Agreement,  dated as of July 2, 2001, by and among
                 Merisel,  Inc., a Delaware corporation,  Merisel Americas,  Inc.,
                 a Delaware  corporation,  and Synnex  Information Technologies,
                 Inc., a California  corporation  (incorporated  by reference to
                 Form 8-K, File No. 0-17156, filed by Merisel on July 6, 2001).