UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): April ~~February 13~~18, 2013

MERISEL, INC.

	Merisel, Inc.
(Exact Name of Registrant as Specified in Its Charter)

	Delaware
(State or Other Jurisdiction of Incorporation)

01-17156		95-4172359
(Commission File Number)		(IRS Employer Identification No.)

132 W. 31^th Street, 5^th Floor New York, NY		10001
(Address of Principal Executive Offices)		(Zip Code)

(212) 594-4800
(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

~~(Exact~~Check ~~name~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant asunder ~~specified~~any inof ~~its~~the ~~charter~~following provisions (see General Instruction A.2. below):

~~Delaware~~☐ Written ~~(State~~communications orpursuant ~~other~~to ~~jurisdiction~~Rule of425 ~~incorporation)~~under ~~01-17156~~the ~~(Commission~~Securities ~~File~~Act ~~Number) 95-4172359~~ (~~I.R.S.~~17 ~~Employer~~CFR ~~Identification Number~~230.425)

~~(Address~~☐ Soliciting ofmaterial ~~principal~~pursuant ~~executive~~to ~~offices~~Rule ~~and~~14a-12 ~~zip~~under ~~code~~the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(~~212~~b) ~~594~~under the Exchange Act (17 CFR 240.14d-~~4800~~2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(~~Registrant’s~~c) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240.13e-4(c))

~~Check~~ITEM ~~the~~3.02. ~~appropriate~~UNREGISTERED ~~box~~SALE ~~below~~OF ifEQUITY ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~SECURITIES

~~¨ Written~~As ~~communications~~previously ~~pursuant~~disclosed by Merisel, Inc. (the “Company”) in its quarterly report on Form 10-Q for the quarterly period ended June 30, 2012 filed with the Securities and Exchange Commission (“SEC”) on August 20, 2012 and the Company’s current report on Form 8-K filed with the SEC on August 24, 2012, the Company and Saints Capital Granite, L.P. (“Saints”) entered into a Note Purchase Agreement for the issuance of a 10% Convertible Subordinated Note, due August 31, 2015 (the “Convertible Note”), in the original principal amount of $2 million to ~~Rule~~Saints. ~~425~~The Convertible Note was subsequently issued on August 21, 2012. After March 31, 2013, at Saints’ option, the Convertible Note was convertible, in whole or in part, into shares of common stock of the Company at a conversion price that is the greater of (a) $0.10 or (b) an amount equal to (x) EBITDA for the twelve months ended March 31, 2013 multiplied by six and one-half (6.5), less amounts outstanding under the ~~Securities~~Revolving ~~Act~~Credit and Security Agreement with PNC Bank, and liabilities relating to the outstanding redeemable Series A Preferred Stock and the Convertible Note or other indebtedness for borrowed money and (17y) ~~CFR~~divided ~~230~~by the number of shares of common stock outstanding as of the conversion date.~~425~~ The issuance was exempt from registration as a private placement between the Company and Saints under Section 4(2) of the Securities Act of 1933, as amended.

~~¨ Soliciting~~The ~~material~~description ~~pursuant~~of the Note Purchase Agreement is qualified in its entirety by the terms and conditions of the Note Purchase Agreement, which is filed as Exhibit 10.24 to ~~Rule~~the ~~14a~~Company’s quarterly report on Form 10-12Q ~~under~~for the ~~Exchange~~quarterly ~~Act~~period ~~(17~~ended ~~CFR~~June ~~240~~30, 2012 and incorporated in its entirety by reference into this Item 3.~~14a-12)~~02.

~~¨ Pre-commencement~~The ~~communications~~description ~~pursuant~~of the Convertible Note is qualified in its entirety by the terms and conditions of the Convertible Note, which is filed as Exhibit 4.1 to ~~Rule~~the ~~14d~~current report on Form 8-~~2(b)~~K ~~under~~filed with the ~~Exchange~~SEC ~~Act~~on ~~(17~~August ~~CFR~~24, ~~240~~2012 and incorporated in its entirety by reference into this Item 3.~~14d-2(b))~~02.

~~¨ Pre-commencement~~On ~~communications~~April ~~pursuant~~18, 2013, the Company received a conversion notice stating that Saints had elected to ~~Rule~~convert ~~13e-4(c)~~$1,750,000 ~~under~~in principal of the ~~Exchange~~Convertible ~~Act~~Note (into 17,500,000 ~~CFR~~shares ~~240~~of Common Stock of the Company at a conversion price of $.~~13e-4(c))~~10 per share.

~~Item~~On ~~1.01. Entry~~April ~~into~~24, 2013, the Company’s transfer agent issued to Saints a ~~Material~~certificate ~~Definitive~~representing ~~Agreement~~17,500,000 shares of common stock of the Company.

The information set forth under Item 5.02 of this Current Report on Form 8-K relating to an agreement between Victor L. Cisario and Merisel, Inc. (the “Company”) is hereby incorporated in this Item 1.01 by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K relating to an agreement between Victor L. Cisario and the Company is hereby incorporated in this Item 1.02 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2013, the Board of Directors of Merisel and Victor L. Cisario agreed that Mr. Cisario will no longer serve in the position of Chief Financial Officer of the Company and as an officer of the Company’s various subsidiaries effective as of February 13, 2013. From February 14, 2013 to March 31, 2013 (the “Employment Period”), Mr. Cisario will continue as a special project employee of the Company. Mr. Cisario has resigned as an employee of the Company effective March 31, 2013.

On February 13, 2013, in connection with Mr. Cisario’s resignation, the Company and Mr. Cisario entered into an agreement whereby, among other things, (a) Mr. Cisario’s employment agreement with the Company dated May 6, 2009, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 12, 2009, was terminated effective as of February 13, 2013, (b) Mr. Cisario agreed to continue as a special project employee of the Company during the Employment Period, (c) throughout the Employment Period, the Company shall continue to pay Mr. Cisario his current salary ($300,000 on an annualized basis), (d) after March 31, 2013, upon delivery of a release in favor of the Company, Mr. Cisario shall be paid, in 19 bi-weekly installments over the remaining nine months of the year, severance equal to an aggregate amount of two hundred twenty-five thousand dollars ($225,000) less applicable withholdings and deductions, and (e) Mr. Cisario agreed not to compete with the Company through the period ending on the first anniversary of the end of the Employment Period, and not to solicit employees or customers of the Company through the period ending on the second anniversary of the Employment Period.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~registrant~~Company has duly caused this ~~report~~Report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	Merisel, Inc.
	MERISEL, INC.
Date: February 19, 2013	By:	/s/ Terry A. Tevis
Date: April 29, 2013	By:	/s/ Terry A. Tevis
	Name:	Terry A. Tevis
		Terry A. Tevis President and Chief Executive Officer
	Title:	Chief Executive Officer and President

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