UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM 10-K/A


Amendment No. 1




FOR ANNUAL AND TRANSITION REPORTS


PURSUANT TO SECTIONS 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934




(Mark One)


x          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2009


OR





 ̈          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _____ to _____





Commission file number 0-17156





MERISEL, INC.


(Exact name of registrant as specified in its charter)





Delaware
01-17156
95-4172359(State or other jurisdiction of  incorporation)
(Commission File Number)
(I. R. S. Employer identification No.)127 W. 30th Street, 5th Floor

10001New York, NY

(Zip Code)(Address of principal executive offices)





Registrant's telephone number, including area code: (212) 594-4800





Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 Par Value





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


YES  ̈  NO  x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  YES  ̈  NO  x





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO   ̈










Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES  ̈  NO   ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  ̈ LARGE ACCELERATED FILER,   ̈ ACCELERATED FILER   ̈ NON-ACCELERATED FILER, x SMALLER REPORTING COMPANY





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.YES  ̈  NO  x





As of June 30, 2009, the aggregate market value of voting stock held by non-affiliates of the registrant based on the last sales price as reported by the National Quotation Bureau was $984,405 (2,237,284 shares at a closing price of $0.44).





As of March 30, 2010, the registrant had 7,214,784 shares of Common Stock outstanding.




Documents Incorporated by Reference


None










TABLE OF CONTENTS








PAGEExplanatory NoteItem 10.
Directors, Executive Officers and Corporate Governance
1Item 15.
Exhibits
5











EXPLANATORY NOTE





This Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2009 of Merisel, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2010 (the “Original Filing”) is being filed to amend:  1) Item 10 of Part III to include disclosure regarding compliance with Section 16 (a) of the Securities Exchange Act, and 2) Exhibits 31.1 and 31.2 to conform to the language set forth in Regulation S-K, Item 601(b)(31).  Items 31.3 and 31.4 are included because an amendment to a Form 10-K is being filed.  All other information remains as of March 31, 2010 as originally reported.





PART III





Item 10.    Directors, Executive Officers and Corporate Governance




The following table sets forth the names, ages and positions of those individuals who served as executive officers and directors of the Company as of March 31, 2010.





Name
Age
PositionDonald R. Uzzi (6)
57
Chairman of the Board, Chief Executive Officer and PresidentVictor L. Cisario (1)
48
Executive Vice President, Chief Financial OfficerRaymond Powers
42
Executive Vice President, Business DevelopmentAlbert J. Fitzgibbons III (3) (4) (6)



Ronald P. Badie  (2) (5)
64



67
Director



DirectorBradley J. Hoecker (3) (4) (6)
48
DirectorEdward A. Grant (2) (4)
59
DirectorLawrence J. Schoenberg  (2) (3) (4)
77
Director


(1)
Mr. Cisario has served as the Company’s Executive Vice President and Chief Financial Officer since June 2009.





(2)
Member of Audit Committee.





(3)
Member of Nominating Committee.





(4)
Member of Compensation Committee.





(5)
Lead Director.





(6)
Member of Share Repurchase Committee.




1




For each Director of the Company, the following sets forth the name, age as of March 31, 2010, principal occupation for at least the past five years, and the names of any other public companies for which the Director served in directorship capacity in the past five years.  In determining that each of the Directors is qualified to be a director, the Board relied on the experience and attributes listed below and on the direct personal knowledge of each Director’s prior service on the Board:





Donald R. Uzzi, 57, has served as Chief Executive Officer and President since November 2004 and as a member of the Board of Directors since December 2004. He was elected Chairman of the Board of Directors in April 2005. From December 2002 to November 2004, Mr. Uzzi provided consulting services for various companies on marketing, corporate strategy and communications. From July 1999 to December 2002, Mr. Uzzi was Senior Vice President of Electronic Data Systems Corporation. From July 1998 to July 1999, Mr. Uzzi was a principal officer of Lighthouse Investment Group. From August 1996 to April 1998, Mr. Uzzi served as Executive Vice President at Sunbeam Corporation. Prior to 1996, Mr. Uzzi held the position of President of the Gatorade North America division of Quaker Oats.





Albert J. Fitzgibbons III, 64, has been a member of the Board of Directors since December 1997. Mr. Fitzgibbons is a Partner and Director of Stonington Partners, Inc. and a Partner and Director of Stonington Partners, Inc. II, positions that he has held since 1994. He served as a Director of Merrill Lynch Capital Partners, Inc., a private investment firm associated with Merrill Lynch & Co., from 1988 to 1994 and as a Consultant to Merrill Lynch Capital Partners from 1994 to December 2000. He was a Partner of Merrill Lynch Capital Partners from 1993 to 1994 and Executive Vice President of Merrill Lynch Capital Partners from 1988 to 1993. Mr. Fitzgibbons was also a Managing Director of the Investment Banking Division of Merrill Lynch & Co. from 1978 to July 1994.  Mr. Fitzgibbons is also currently a Director of Obagi Medical Products, Inc.




Ronald P. Badie, 67, has been a member of the Board of Directors since October 2004. In March 2002, Mr. Badie retired from Deutsche Bank after 35 years of service. At the time of his retirement, he was Vice Chairman of Deutsche Bank Alex. Brown (now Deutsche Bank Securities), the firm’s investment banking subsidiary. Over the years, Mr. Badie has held a variety of management positions with the firm and its predecessor, Bankers Trust Company, in both New York and Los Angeles. Mr. Badie is also currently a Director of Amphenol Corporation, Nautilus, Inc., and Obagi Medical Products, Inc.  Mr. Badie has also been a Director of Integrated Electrical Services, Inc. and Global Motorsport Group, Inc.




Bradley J. Hoecker, 48, has been a member of the Board of Directors since December 1997. Mr. Hoecker has been a Partner and Director of Stonington Partners and a Partner and Director of Stonington Partners, Inc. II since 1997. Prior to being named partner in 1997, Mr. Hoecker was a Principal of Stonington Partners since 1993. He was a Consultant to Merrill Lynch Capital Partners from 1994 to December 2000 and was an Associate in the Investment Banking Division of Merrill Lynch Capital Partners from 1989 to 1993. Mr. Hoecker has also served as a Director of Obagi Medical Products, Inc.




Lawrence J. Schoenberg, 77, has been a member of the Board of Directors since 1990. From 1967 through 1990, Mr. Schoenberg served as Chairman of the Board and Chief Executive Officer of AGS Computers, Inc., a computer software company. From January to December 1991, Mr. Schoenberg served as Chairman and as a member of the executive committee of the Board of Directors of AGS. Mr. Schoenberg retired from AGS in 1992. Mr. Schoenberg was also a Director of SunGard Data Systems, Inc., a computer software company, a Director of Government Technology Services, Inc., a reseller and integrator of information systems for the federal government, and a Director of Cellular Technology Services, Inc., a software company.





Edward A. Grant, 59, has been a member of the Board of Directors since May 2006.  Mr. Grant is a principal and practice director at Arthur Andersen LLP.  He has been a professional at Andersen for more than thirty years.  He was an audit partner with the firm for sixteen years, serving as the auditor on numerous public companies.  Mr. Grant is a Director of Obagi Medical Products, Inc. and is the Chair of its Audit Committee.  Mr. Grant has a bachelor’s and two master’s degrees from the University of Wisconsin-Madison and became a Certified Public Accountant in 1976.  He is a past member of the American Institute of Certified Public Accountants and the Illinois Certified Public Accountants Society and has served on several civic boards.




2





Arrangements for Nomination as Directors and Changes in Procedures for Nomination




Mr. Hoecker and Mr. Fitzgibbons serve as Directors as a result of their nomination by Stonington Partners, which, through its affiliates, is the owner of the Company’s Preferred Stock and more than 50% of the common stock and holds the contractual right to nominate three Directors.  No other arrangement or understanding exists between any Director or nominee and any other persons pursuant to which any individual was or is to be selected or serve as a Director.  No Director has any family relationship with any other Director or with any of the Company’s executive officers.  Mr. Uzzi is the Chief Executive Officer and President of the Company.




The Company has not changed its procedures for the identification, nomination and election of directors since they were described in the Proxy Statement with respect to its Annual Meeting held on December 16, 2009.




The following individuals were the Company’s Executive Officers as of March 31, 2010:


Donald R. Uzzi, 57, has served as Chief Executive Officer and President since November 2004 and as a member of the Board of Directors since December 2004. He was elected Chairman of the Board of Directors in April 2005.  Between December 2002 and November 2004, Mr. Uzzi provided consulting services to various companies in the areas of marketing, corporate strategy and communications. Between July 1999 and December 2002, Mr. Uzzi was the Senior Vice President of Electronic Data Systems Corporation. Between July 1998 and July 1999, Mr. Uzzi was a principal officer of Lighthouse Investment Group.  Between August 1996 and April 1998, Mr. Uzzi was the Executive Vice President of Sunbeam Corporation.  Prior to 1996, Mr. Uzzi was the President of the Gatorade North America division of Quaker Oats.


Victor L. Cisario, 48, has served as Merisel’s Executive Vice President and Chief Financial Officer since June 2009.  He joined Merisel from Outside Ventures, LLC, an independent sales organization primarily focused on credit card processing and cash advances to businesses, where he had served as Chief Financial Officer since January 2008.  At Outside Ventures, LLC, Mr. Cisario was responsible for all financial reporting, budgeting and financial strategy.  In 2007, Mr. Cisario worked as a consultant for various private companies.  Mr. Cisario was the Chief Financial Officer of Fuel Digital, Inc. from 2002 until Merisel’s acquisition of Fuel Digital, Inc. in 2006.  At Fuel Digital, Inc., Mr. Cisario created the financial strategy of the company, handled all banking relations, implemented budgeting procedures, created and implemented internal control procedures and oversaw financial reporting.


Raymond Powers, 42, has served as Vice President, Business Development since January 2010, and was a consultant to the Company beginning in March 2009. Prior to joining Merisel, Mr. Powers spent 14 years with Seven Worldwide and Schawk, which acquired Seven in 2005.  Mr. Powers’ most recent role was Managing Director of Schawk’s downtown Chicago business.  Prior to Seven Worldwide’s acquisition by Schawk, Mr. Powers was the Senior Vice President of Operations for the Pharmaceutical and Consumer Product business sectors.


Certain Legal Proceedings





On May 15, 2001, the SEC filed a civil action (SEC v. Dunlap, S.D. Fla. (Case No. 01-8437) (Middlebrooks)) against Mr. Uzzi alleging violations of the federal securities laws in connection with his role as executive vice president of Sunbeam Corporation. On January 23, 2003, Mr. Uzzi entered into a consent and undertaking (the “Consent and Undertaking”) with the SEC.  Pursuant to the Consent and Undertaking, Mr. Uzzi agreed, without admitting or denying the allegations in the SEC’s complaint, to the entry of a judgment (1) permanently enjoining him from violating Section 17(a) of the Securities Act of 1933 and from violating or aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A),13(b)(2)(B) and 13(b)(5) of the Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder, and (2) pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act, the payment of a $100,000 civil penalty. The final judgment was entered on January 27, 2003 (the “Final Judgment”). The Board of Directors of the Company carefully reviewed the Consent and Undertaking and the Final Judgment prior to hiring Mr. Uzzi, and determined that since Mr. Uzzi did not admit or deny liability in the Consent and Undertaking or the Final Judgment, the terms of the Consent and Undertaking and Final Judgment did not present a legal obstacle to the Company’s hiring Mr. Uzzi. The Board of Directors further determined that Mr. Uzzi was fit for office.




3





There are no proceedings to which any of our directors or executive officers or any of their associates is a party adverse to the Company or any of its subsidiaries, or in which any director or executive officer has a material interest adverse to the Company or any of its subsidiaries.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and beneficial owners of more than 10% of the Company’s common stock to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all such reports they file.  Based solely on its review of the copies of such reports received by it, or on written representations from such persons, the Company believes that, during 2009, all Section 16(a) filing requirements applicable to its executive officers, directors and 10% stockholders were complied with, except for a report on Form 3, which was not timely filed by Mr. Cisario.





Code of Business Conduct





The Company has adopted a Code of Business Conduct, which also includes the code of ethics that applies to the Company’s finance professionals as required by SEC rules and regulations.  The Code of Business Conduct can be found on the Company’s website www.merisel.com.





Audit Committee





The Board of Directors maintains an Audit Committee that is currently comprised of Mr. Grant, who chairs the Committee, Mr. Schoenberg and Mr. Badie.  The Board of Directors has determined that Messrs. Grant and Schoenberg, both independent Directors as defined by the SEC and NASD, are “audit committee financial experts,” as defined by the SEC rules.




4




PART IV





Item 15.   Exhibits and Financial Statement Schedules.





(a)          List of documents filed as part of this Report:





(3)          Exhibits:





The accompanying Index of Exhibits lists only those exhibits filed electronically with this Form 10-K/A, Amendment No. 1.




5





SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date: October 6, 2010


MERISEL, INC.By:
/s/ Donald R. UzziDonald R. Uzzi

Chairman of the Board,

Chief Executive Officerand PresidentBy:
/s/ Victor L. CisarioVictor L. Cisario

Chief Financial Officer





6




Index of Exhibits





Exhibit
Description

MetMethod of Filing31.1
Amended Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Form 10-K).

Filed herewith.31.2
Amended Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Form 10-K).

Filed herewith.31.3
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Form 10-K/A).

Filed herewith.31.4
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Form  10-K/A).

Filed herewith.