S-8 POS 1 msel20130729b_s8pos.htm FORM S-8 POS msel20130729b_s8pos.htm


 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 2

 

TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Merisel, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 

95-4172359 

(State or other jurisdiction of
incorporation)

(I.R.S. Employer Identification
No.)

132 West 31th Street, 8th Floor
New York, NY 10001

(212) 594-4800

(Address of principal executive offices)

 

Merisel, Inc. 401(k) Retirement Savings Plan

(Full title of the plan)

 

Terry A. Tevis

Merisel, Inc.

132 West 31st Street, 8th Floor

New York, NY 10001

212-594-4800 Phone


(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

David A. Pentlow

Edward B. Stevenson

Herrick, Feinstein LLP

2 Park Avenue

New York, NY 10016

(212) 592-1481 

Thomas D. Twedt

Dow Lohnes PLLC

1200 New Hampshire Avenue, NW

Washington, DC 20036

(202) 776-2000 

 



 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☒

  

 
 

 

  

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 033-44605), filed by Merisel, Inc. (the “Registrant”) on January 21, 1998 (as amended, the “Registration Statement”), as amended by the Post-Effective Amendment No. 1 filed by the Registrant on June 4, 1998, each in connection with the Registrant’s 401(k) Retirement Savings Plan.

 

The Registrant is terminating the offering of the Registrant’s shares of CommonStock, par value $0.01 per share, under the Registration Statement. In accordance with the undertaking contained in the Registration Statement pursuant to Item 512 of Regulation S-K, by means of this Post-Effective Amendment, the Registrant is deregistering all Common Stock registered under the Registration Statement which remain unsold as of the date of this Post-Effective Amendment.

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York on this 30th day of July, 2013.

 

  Merisel, Inc.  
       
        
  By: /s/Terry A. Tevis  
    Terry A. Tevis  
    Chief Executive Officer and President  

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

Signature

 

Capacity

 

Date

         

/s/ Terry A. Tevis

 

Chief Executive Officer, President and

 

July 30, 2013

     Terry A. Tevis

 

Director

   
    (Principal Executive Officer)    
         

/s/ John E. Ball

 

Chief Accounting Officer

 

July 30, 2013

     John E. Ball

  and Chief Operating Officer    
    (Principal Accounting Officer)    
         

/s/ Donald R. Uzzi

 

Director

 

July30, 2013

     Donald R. Uzzi

       
         

/s/ Kenneth B. Sawyer

 

Director

 

July 30, 2013

     Kenneth B. Sawyer

       
         

/s/ Bradley J. Hoecker

 

Director

 

July 30, 2013

     Bradley J. Hoecker

       
         

/s/ Eric C. Salzman

 

Director

 

July 30, 2013

     Eric C. Salzman