SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (de) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-17156
A. Full title of the plan and address of the plan, if different from that of the issuer named below: Merisel, Inc. 401(k) Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Merisel, Inc. 127 West 30th Street, New York, NY 10001
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Financial Statements
and Supplemental Schedules
December 31, 2011
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Table of Contents
| | Pages(s) |
| | |
| Report of Independent Registered Public Accounting Firm | 1 |
| | |
| Financial Statements: | |
| | |
Statements of Net Assets Available for Benefits at December 31, 2011 and 2010 | 2 |
| | |
| Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2011 | 3 |
| | |
| Notes to Financial Statements | 4-12 |
| | |
| Supplemental Schedules | |
| | |
| Schedule of Delinquent Contributions | 13 |
| | |
| Schedule of Assets (Held at End of Year) as of December 31, 2011 | 14 |
| | |
| Signatures | 15 |
| | |
| Exhibit Index | 16 |
| | |
| Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm | |
All other schedules required by Section 2520-103-10 of the US Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Plan Administrator
Merisel, Inc. 401(k) Retirement Savings Plan
New York, NY
We have audited the accompanying statements of net assets available for benefits of the Merisel, Inc. 401(k) Retirement Savings Plan (the “Plan”) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming opinions on the basic financial statements taken as a whole. The accompanying supplemental Schedule of Assets (held at end of year) and Schedule of Delinquent Contributions as of and for the year ended December 31, 2011 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
BDO USA, LLP
New York, New York
June 28, 2012
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2011 and 2010
| | | 2011 | | | 2010 | |
| Assets: | | | | | | |
| Investments : | | | | | | |
| | | | | | | |
| Prudential Retirement Insurance group annuity contract: | | | | | | |
| Pooled separate accounts | | $ | 10,618,661 | | | $ | 11,378,410 | |
| Guaranteed income fund | | | 6,025,538 | | | | 5,781,997 | |
| Merisel, Inc. common stock | | | 99,598 | | | | 10,232 | |
| | | | | | | | | |
| Total investments | | | 16,743,797 | | | | 17,170,639 | |
| | | | | | | | | |
| Receivables: | | | | | | | | |
| Participant loans | | | 341,720 | | | | 462,826 | |
| | | | | | | | | |
| Total assets | | | 17,085,517 | | | | 17,633,465 | |
| | | | | | | | | |
| | | | | | | | | |
| Net assets available for benefits | | $ | 17,085,517 | | | $ | 17,633,465 | |
See accompanying notes to financial statements
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2011
| Additions to net assets attributed to: | | | |
| Investment income: | | | |
| Interest income | | $ | 167,095 | |
| Net appreciation in fair value of Merisel, Inc. common stock | | | 54,363 | |
| Net depreciation in fair value of pooled separate accounts | | | (199,253 | ) |
| Total investment income | | | 22,205 | |
| | | | | |
| Contributions: | | | | |
| Employer | | | 6,425 | |
| Participant | | | 980,320 | |
| Rollover | | | 29,499 | |
| Total contributions and rollovers | | | 1,016,244 | |
| | | | | |
| Total additions | | | 1,038,449 | |
| | | | | |
| Deductions from net assets attributed to: | | | | |
| | | | | |
| Benefits paid to participants | | | 1,486,602 | |
| Deemed distributions | | | 84,335 | |
| Administrative expenses and other deductions, net | | | 15,460 | |
| Total deductions | | | 1,586,397 | |
| | | | | |
| Net decrease in plan assets during the year | | | (547,948 | ) |
| | | | | |
| Net assets available for benefits: | | | | |
| Beginning of year | | | 17,633,465 | |
| | | | | |
| End of year | | $ | 17,085,517 | |
See accompanying notes to financial statements
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
1. Description of Plan
The following description of the Merisel, Inc. 401(k) Retirement Savings Plan ("Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering employees of Merisel, Inc. the (“Company”) who have 30 days of service and are aged twenty-one years or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Prudential Bank and Trust Company is the trustee while Prudential Retirement Insurance and Annuity Company (collectively “Prudential”) is the custodian and record keeper of the plan.
Contributions
Each year, participants may contribute, through payroll deductions, up to 100 percent of their pretax annual compensation, as defined by the Plan, not to exceed $16,500 for 2011 and 2010. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company may match certain of those contributions at the discretion of the Board of Directors. Prior to January 2009, the Company contributed 50 percent of the first 6 percent of compensation that a participant contributued to the plan. In January 2009, the Board of Directors elected to discontinue the Company’s matching contribution. Participants age 50 or over are permitted to make additional catch-up tax deferred contributions once the participant has reached a limit on those contributions imposed either by the Plan or by law. The extra amount a participant may contribute may not exceed $5,500 in years 2011 and 2010.
Investment Options
Participants direct the investment of their contributions into various investment options offered by the Plan. The investment options, under the Plan’s group annuity contract with Prudential, are comprised of pooled separate accounts, funds held in the insurance company general account reflecting a guaranteed income fund, and Merisel Inc.’s common stock.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution, if any, and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings, contributions or account balances, as specified by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
Vesting
Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of service. A participant vests 25 percent over 4 years and is 100 percent vested after four years of service.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 limited to 50 percent of their vested account balance. The loans are secured by the balance in the participant’s account and bear an interest rate equal to 2 percentage points above the prime rate stated in the Wall Street Journal on the day the loan is made. The interest rates for loans outstanding at December 31, 2011 ranged from 5.25 percent to 10.25 percent. Principal and interest is paid ratably through payroll deductions. The repayment terms are five years or less, but a longer repayment may be permitted for a loan used to buy a principal residence. Participant loans are valued at the aggregate of the unpaid principal and accrued and unpaid interest.
On termination of employment, a participant has the option of repaying the loan before it defaults. If the participant does not repay the loan, it becomes a taxable distribution.
Payment of Benefits
On termination of service due to death, disability, retirement or other reasons, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or annual installments over a fixed period of years. In service distributions are allowed under certain conditions.
Forfeited Accounts
At December 31, 2011 and 2010, forfeited nonvested accounts totaled $24,723 and $28,495, respectively. These accounts may be used to reduce future employer contributions to the Plan and/or to pay administrative expenses. In 2011 and 2010, employer contributions were reduced by $6,425 and $0 for the year ended December 31, 2011 and 2010, respectively, and administrative expenses were reduced by $0 for both years, from forfeited nonvested accounts.
2. Summary of Significant Accounting Policies
Basis of accounting
The accompanying financial statements have been prepared under the accrual method of accounting.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
Recently Adopted Accounting Standards
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”), which provides a greater level of disaggregated information and more robust disclosures about valuation techniques and inputs to fair value measurements, transfers in and out of Levels 1 and 2, and the separate presentation of information in Level 3 reconciliations on a gross basis rather than net. New disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009. Level 3 disclosures are effective for fiscal years beginning after December 15, 2010. Adoption of ASU 2010-06 had no material impact on the Plan’s financial statements but expanded disclosures about certain fair value measurements.
In May 2011, the FASB issued Accounting Standards Update 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs,” (ASU 2011-04). ASU 2011-04 amended ASC 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in US GAAP and International Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. Plan management is currently evaluating the effect, if any, that the provisions of ASU 2011-04 will have on the Plan’s financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. The fair values of units owned by the Plan in pooled separate accounts are based on underlying investments values on the last trade date of the Plan year.
The relevant accounting standard for defined contribution plans defines the circumstances in which an investment contract is considered fully benefit-responsive and provides certain reporting and disclosure requirements for fully benefit-responsive investment contracts in defined contribution plans. As required by the standard, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit-responsive investment contracts recognized at contract value, which approximates fair value. The Guaranteed Income Fund is stated at fair value in accordance with the provisions of the standard. Contract value represents contributions made plus earnings, less Plan withdrawals and administrative expenses.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
The Plan presents in the statement of changes in net assets available for benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. Purchases and sales of investments are recorded on a trade date basis. Interest income is recorded on the accrual basis. The Plan’s investment in Merisel, Inc. common stock is stated at fair value as determined by quoted market prices.
Risks and Uncertainties
The plan provides for various investment options. Investments are exposed to various risks such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the accompanying financial statements.
During and subsequent to the year ended December 31, 2011, the on-going credit and liquidity crisis in the United States and throughout the global financial system triggered significant events and substantial volatility in world financial markets and the banking system that have had a significant negative impact on foreign and domestic financial markets. Since the values of the Plan’s individual investments have and will fluctuate in response to changing market conditions, the amount of losses that will be recognized in subsequent periods, if any, cannot be determined.
Payment of Benefits
Benefits are recorded when paid.
Reclassifications
Certain prior year amounts were reclassified to conform with current year presentation.
Expenses
Expenses incurred in the administration of the Plan are paid by the Plan, unless paid by the Company at its option. During 2011 and 2010, the Plan paid $4,915 and $5,722, respectively, to Prudential for administrative and transaction charges, as well as for fees related to the purchase and sale of Merisel, Inc. common stock. The Company, at its discretion, paid the fees of the independent registered public accounting firm.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
3. Plan Termination
The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. The Company has not expressed any intent to terminate the Plan. In the event of Plan termination, participants would become 100 percent vested in their employer contributions.
4. Fair Value Measurements
The Plan follows FASB ASC 820 “Fair Value Measurements” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:
Basis of Fair Value Measurement
| Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
| Level 2 | Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; |
| Level 3 | Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following tables set forth by level within the fair value hierarchy the investments at fair value, as of December 31, 2011 and 2010. As required by FASB ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
Common Stock
Common stock of Merisel, Inc. is valued at the closing price on December 31, 2011 and 2010. As of December 31, 2011 and 2010, the Company has classified its Merisel, Inc. Common Stock as Level 1 within the fair value hierarchy based upon unadjusted quoted prices in active markets for identical assets or liabilities that were accessible at December 31, 2011 and 2010.
Guaranteed Income Fund
The Guaranteed Income Fund is valued at Contract value, which approximates fair value, as estimated by Prudential Insurance Company. The Guaranteed Income Fund is classified as Level 2 within the fair value hierarchy because the interest rates that are paid by those stable funds are similar to those that would be obtained in the market.
Pooled Separate Accounts
The plan includes Prudential mutual funds and mutual funds of other registered investment companies. Mutual funds offered to plan participants produce a daily net asset value, which represents the exit value at the measurement date. Pooled Separate Accounts consists of mutual funds that have quoted market prices and individual funds that do not have a quoted market. Therefore, as a whole, due to these underlying securities, they are classified as Level 2 within the fair value hierarchy.
There were no investments at fair value classified within Level 3 as of December 31, 2011 and 2010.
| | | Investments at Fair Value as of December 31, 2011 | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Prudential Retirement Insurance group annuity contract: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Balanced funds | | $ | - | | | $ | 3,178,796 | | | | - | | | $ | 3,178,796 | |
| Fixed income fund | | | - | | | | 286,759 | | | | - | | | | 286,759 | |
| Guaranteed income fund | | | - | | | | 6,025,538 | | | | - | | | | 6,025,538 | |
| International stock fund | | | - | | | | 676,986 | | | | - | | | | 676,986 | |
| Large Cap Stock | | | - | | | | 3,344,009 | | | | | | | | 3,344,009 | |
| Mid Cap Stock | | | - | | | | 1,746,787 | | | | - | | | | 1,746,787 | |
| Small Cap Stock | | | - | | | | 1,385,324 | | | | - | | | | 1,385,324 | |
| Merisel Common Stock | | | 99,598 | | | | - | | | | - | | | | 99,598 | |
| | | | | | | | | | | | | | | | | |
| Total investments at fair value | | $ | 99,598 | | | $ | 16,644,199 | | | | - | | | $ | 16,743,797 | |
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
| | | Investments at Fair Value as of December 31, 2010 | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Prudential Retirement Insurance group annuity contract: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Balanced funds | | $ | - | | | $ | 3,337,289 | | | | - | | | $ | 3,337,289 | |
| Fixed income fund | | | - | | | | 174,839 | | | | - | | | | 174,839 | |
| Guaranteed income fund | | | - | | | | 5,781,997 | | | | - | | | | 5,781,997 | |
| International stock fund | | | - | | | | 806,751 | | | | - | | | | 806,751 | |
| Large Cap Stock | | | - | | | | 3,408,684 | | | | | | | | 3,408,684 | |
| Mid Cap Stock | | | - | | | | 2,076,532 | | | | - | | | | 2,076,532 | |
| Small Cap Stock | | | - | | | | 1,574,315 | | | | - | | | | 1,574,315 | |
| Merisel Common Stock | | | 10,232 | | | | - | | | | - | | | | 10,232 | |
| | | | | | | | | | | | | | | | | |
| Total investments at fair value | | $ | 10,232 | | | $ | 17,160,407 | | | | - | | | $ | 17,170,639 | |
5. Investments
The following presents the fair value of investments that represent five percent or more of the Plan’s net assets at December 31, 2011 and 2010:
| | | 2011 | | | 2010 | |
| Prudential Retirement Insurance group annuity contract accounts: | | | | | | |
| | | | | | | |
| Guaranteed Income Fund | | $ | 6,025,538 | | | $ | 5,781,997 | |
| Pooled separate accounts: | | | | | | | | |
| Dryden S&P 500 ® Index Fund | | | 1,291,641 | | | | 1,364,877 | |
| Fidelity Advisor Equity Growth Account | | | 1,335,537 | | | | 1,348,831 | |
| Lifetime Balanced Fund | | | 1,026,548 | | | | 1,118,791 | |
| Lifetime Conservative Growth Fund | | | 898,249 | | | | 933,912 | |
| Wells Fargo Advantage Small Cap Value Fund | | | 1,025,648 | | | | 1,205,537 | |
| Mid Cap Growth/Artisan Partners Fund | | | 970,791 | | | | 1,023,712 | |
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
For the year ended December 31, 2011, the net depreciation in the fair value of investments in pooled separate accounts was $199,253 and the net appreciation of the fair value of the investment in Merisel, Inc. Common Stock was $54,363.
The investment contracts (Guaranteed Income Fund) earned an average interest rate of approximately 2.50% and 2.75% in the years ended December 31, 2011 and 2010, respectively. The credited interest rates for new contributions, which approximate the current market rate, were 2.50% and 2.75% at December 31, 2011 and 2010, respectively. The rate on new contributions is guaranteed through the three succeeding calendar year quarters. The credited interest rates for the remaining contract value balance, which approximate the current market rate, were 2.50% and 2.75% at December 31, 2011 and 2010, respectively, and were determined based upon the performance of the Plan’s general account. The credited interest rates can be changed semi-annually. The guarantee is based on the Prudential’s ability to meet its financial obligations from its general assets. Restrictions apply to the aggregate movement of funds to other investment options. The fair value of the investment contracts approximates contract value. Participants are allocated interest on the investment contracts based on the average rate earned on all Plan investments in the investment contracts.
6. Tax Status
The Plan is an individually designed plan. The Internal Revenue Service has determined and informed the Company by a letter dated March 31, 2008, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2011 and 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is tax exempt; therefore, no audits for any tax periods are in progress and there is no related interest or penalties related to uncertain tax positions. The administrator believes the Plan is no longer subject to income tax examinations for years prior to 2008.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2011 and 2010
7. Party-In-Interest Transactions
Certain plan investments are separate accounts managed by Prudential. Since Prudential is the trustee, custodian, and record keeper, Plan expenses discussed in Note 2 are considered party-in-interest transactions. Participant loans and Merisel, Inc. common stock are also considered party-in-interest transactions.
8. Delinquent Participant Contributions
The Company is required to remit the employee deferrals to the Plan at the earliest date that such amounts are able to be reasonably segregated from the Company’s general assets. During the Plan year ended December 31, 2010, employee withholdings from one payroll in the amount of $10,352 were remitted within the 15 day requirement but not at the earliest day that such amounts could be reasonably segregated. This transaction constitutes a prohibited transaction as defined by ERISA and has been fully corrected.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
(EIN 95-4172359 Plan 004)
Schedule of Deliquent Contributions
Year Ended December 31, 2010
| (a) | (b) | (c) | (d) |
| Year | Description | Participant contributions transferred late to plan | Total that constitutes nonexempt prohibited transactions |
| | | | |
| 2010 | Employee contributions | $10,352 | 10,352 |
* The Company is required to remit the employee deferrals to the Plan at the earliest date that such amounts are able to be reasonably segregated from the Company’s general assets but no later than 15 days. During the Plan year ended December 31, 2010, employee withholdings from one payroll in the amount of $10,352 were remitted within the 15 day requirement but not at the earliest day such amounts could be reasonably segregated. This transaction constitutes a prohibited transaction as defined by ERISA and has been fully corrected.
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
(EIN 95-4172359 Plan 004)
Schedule of Assets (Held at End of Year)
(Schedule H, Part IV, Item 4i - Form 5500)
December 31, 2011
Identity of issuer or borrower | Description of investment | Cost ** | Current value |
| | | | |
| *Prudential Retirement Insurance | | | |
| Guaranteed Income Fund | Guaranteed Income Fund | | $ 6,025,538 |
| Dryden S&P 500 ® Index Fund | Pooled Separate Account | | 1,291,641 |
| Fidelity Advisor Equity Growth Account | Pooled Separate Account | | 1,335,537 |
| Lifetime Aggressive Growth Fund | Pooled Separate Account | | 616,520 |
| Lifetime Growth Fund | Pooled Separate Account | | 637,478 |
| Lifetime Balanced Fund | Pooled Separate Account | | 1,026,548 |
| Lifetime Conservative Growth Fund | Pooled Separate Account | | 898,249 |
| International Blend/Munder Capital Fund. | Pooled Separate Account | | 610,604 |
| Mid Cap Value Fund (Wellington Mgmt.) | Pooled Separate Account | | 625,383 |
| Wells Fargo Advantage Small Cap Value Fund | Pooled Separate Account | | 1,025,648 |
| AllianceBerstein Growth & Income Fund | Pooled Separate Account | | 630,763 |
| Mid Cap Growth/Artisan Partners Fund | Pooled Separate Account | | 970,791 |
| Small Cap Growth/Granahan Fund | Pooled Separate Account | | 305,915 |
| Thornburg International Value Fund | Pooled Separate Account | | 66,382 |
| T. Rowe Growth Stock Fund | Pooled Separate Account | | 56,214 |
| Lord Abbett Small Cap Blend Fund | Pooled Separate Account | | 34,176 |
| American Century Heritage Account | Pooled Separate Account | | 38,017 |
| AIM Small Cap Growth Fund | Pooled Separate Account | | 19,585 |
| Neuberger Berman Partners Trust Class | Pooled Separate Account | | 41,175 |
| Core Bond Enhanced Index / PIM Fund | Pooled Separate Account | | 286,759 |
| MSIF Trust U.S. Mid Cap Value Fund | Pooled Separate Account | | 71,422 |
| Victory Dividend Stock Fund | Pooled Separate Account | | 29,854 |
| *Merisel, Inc. | Shares of plan sponsor common stock | | 99,598 |
| Total investments | | | 16,743,797 |
| *Participant loans | Loans to participants with interest rates ranging from 5.25% to 10.25% | | 341,720 |
| | | | |
| | | |
| | | $17,085,517 |
| *Indicates a party-in-interest to the Plan as defined by ERISA. | | |
| | | |
| ** Cost of participant directed investments is not required to be disclosed. | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 28, 2012 | Merisel, Inc. 401(k) Retirement Savings Plan | |
| | (Name of plan) | |
| | | |
| | | |
| | | |
| | | | |
| | By: | /s/ Victor Cisario | |
| | | Victor Cisario | |
| | | Chief Financial Officer | |
| | | | |
MERISEL, INC.
401(k) RETIREMENT SAVINGS PLAN
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
| | |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
16
