SC 13D/A 1 sch13da.htm SCHEDULE 13D/A 4-10-13 sch13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO Sec. 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
Sec. 240.13d-2(a)

(Amendment No. 6)

MERISEL, INC.
(Name of issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of class of securities)
 
589849108
(CUSIP number)

Robert Keppler
Saints Capital Granite, L.P.
475 Sansome Street, Suite 1850
San Francisco, CA 94111
            (415) 773-2080      
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

April 2, 2013
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sec.Sec.240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec.240.13d–7 for other parties to whom copies are to be sent.

_______________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 

 
CUSIP No. 589849108
13D/A
Page 2 of 5 pages


1.
NAMES OF REPORTING PERSONS
   
 
Saints Capital Granite, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨
 
(b) ¨
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware

NUMBER OF 
SHARES 
BENEFICIALLY
OWNED BY 
EACH 
REPORTING
PERSON 
WITH
7.
SOLE VOTING POWER
47,500,000*
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER 
47,500,000*
10.
SHARED DISPOSITIVE POWER
0

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
47,500,000*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
 
95.5%
14.
TYPE OF REPORTING PERSON
   
 
PN

*           The Reporting Persons beneficially own 47,500,000 shares of Common Stock. Of such 47,500,000 shares of Common Stock, 5,000,000 shares are owned directly by Saints Capital Granite, L.P. and 42,500,000 shares are issuable to Saints Capital Granite, L.P. upon the conversion in full of the Convertible Notes.  The Convertible Notes became convertible into shares of Common Stock on March 31, 2013.  Each of the Reporting Persons may be deemed to have sole voting and dispositive power with respect to such 47,500,000 shares of Common Stock.
 

 
 
 


 
CUSIP No. 589849108
13D/A
Page 3 of 5 pages

1.
NAMES OF REPORTING PERSONS
   
 
Saints Capital Granite, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨
 
(b) ¨
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 
EACH 
REPORTING 
PERSON 
WITH
7.
SOLE VOTING POWER 
47,500,000*
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
47,500,000*
10.
SHARED DISPOSITIVE POWER
0

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
47,500,000*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
 
95.5%
14.
TYPE OF REPORTING PERSON
   
 
OO

*           The Reporting Persons beneficially own 47,500,000 shares of Common Stock. Of such 47,500,000 shares of Common Stock, 5,000,000 shares are owned directly by Saints Capital Granite, L.P. and 42,500,000 shares are issuable to Saints Capital Granite, L.P. upon the conversion in full of the Convertible Notes.  The Convertible Notes became convertible into shares of Common Stock on March 31, 2013.  Each of the Reporting Persons may be deemed to have sole voting and dispositive power with respect to such 47,500,000 shares of Common Stock.
 

 
 
 

This Amendment No. 6 (this “Amendment”) to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, filed on May 20, 2011 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto, filed on December 28, 2011, by Amendment No. 2 thereto, filed on February 9, 2012, by Amendment No. 3 thereto, filed on October 16, 2012, by Amendment 4 thereto, filed on December 10, 2012, and by Amendment No. 5 thereto, filed on March 21, 2013 (as amended, the “Amended Schedule 13D”) with respect to the common stock, $0.01 par value per share (“Common Stock”), of Merisel, Inc., a Delaware corporation (“Merisel”), which has its principal executive offices at 132 West 31st Street, 5th Floor, New York, New York 10001. Defined terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to them in the Amended Schedule 13D.
 

Saints Capital Granite, L.P. and Saints Capital Granite, LLC are sometimes collectively referred to herein as the “Reporting Persons.”

The February Note, the August Note and the November Note, each as previously described in the Amended Schedule 13D, are sometimes collectively referred to herein as the “Convertible Notes.”

Item 4.     Purpose of Transaction.
 
Item 4 of the Amended Schedule 13D is hereby amended to add the following information:
 
On April 2, 2013, the Reporting Persons advised Merisel that they were considering terminating Merisel’s status as a public company.  The Reporting Persons expect that a third-party valuation firm will determine a fair value for Merisel.  If the Reporting Persons consider the valuation reasonable, the Reporting Persons would expect to convert the necessary amount of Convertible Notes to cause the Reporting Persons’ holdings of Common Stock of Merisel to exceed 90% of the outstanding shares of Common Stock and implement a short-form merger in which minority shareholders will receive cash for their shares of Common Stock.

 
This Amendment includes “forward-looking statements,” including statements that are predictive or express expectations that depend on future events or conditions that involve risks and uncertainties.  There can be no assurance that the Reporting Persons will find the valuation of Merisel reasonable and, therefore, there is no assurance a going-private transaction will occur.
 

 
 
 


 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 to Schedule 13D is true, complete and correct.

Date: April 12, 2013
 
  SAINTS CAPITAL GRANITE, L.P.  
       
 
By:
SAINTS CAPITAL GRANITE, LLC,  
    a Delaware limited liability company, its  
    general partner  
 
 
By:
/s/ Kenneth B. Sawyer  
    Name: Kenneth B. Sawyer  
    Title: Managing Member  
       
 
  SAINTS CAPITAL GRANITE, LLC,  
  a Delaware limited liability company  
     
 
By:
/s/ Kenneth B. Sawyer  
    Name: Kenneth B. Sawyer  
    Title: Managing Member