- Statement of Ownership: Private Transaction (SC 13E3)
October 08 2009 - 4:46PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
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Rule
13e-3 Transaction Statement
Under
Section 13(e) of the Securities Exchange Act of 1934
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PORTA
SYSTEMS CORP.
(Name of the
Issuer)
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PORTA
SYSTEMS CORP.
(Name of Persons Filing
Statement)
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Common
Stock, par value $0.01 per share
(Title of Class of
Securities)
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735647307
(CUSIP
Number of Class of Securities)
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Asher
S. Levitsky P.C.
Sichenzia
Ross Friedman Ference LLP
61
Broadway; 32
nd
floor
New
York, New York 10006
(212)
981-6767
Fax:
(212) 930-9725
E-mail:
alevitsky@srff.com
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of persons filing
statement)
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This
statement is filed in connection with (check the appropriate box):
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a.
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[X]The filing of solicitation materials or an information statement
subject to Regulation 14A , Regulation 14C , or Rule 13e-3(c) under the
Securities Exchange Act of
1934.
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b.
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[ ] The filing of a registration statement under the
Securities Act of 1933.
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d.
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[ ] None of the
above.
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Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies: [X]
Check the
following box if the filing is a final amendment reporting the results of the
transaction [ ]
Instruction: Eight copies of this statement, including all exhibits,
should be filed with the Commission.
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Calculation
of Filing Fee
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Transaction
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Amount
of filing fee
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valuation
$17,000*
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$3.40
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*Set
forth the amount on which the filing fee is calculated and state how it was
determined. This amount represents the total payments to be made by the Company to acquire
fractional shares pursuant to the reverse split. The fee is 0.02% of this valuation, or $3.40.
[ ]
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount
Previously Paid:
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Form
or Registration No.:
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Filing
Party:
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Date
Filed:
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Item
1. Summary Term Sheet.
Reference
is made to “General Information” in the information statement filed by Porta
Systems Corp. (the “Company”) with the SEC.
Item
2. Subject Company Information.
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a.
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Name
and address. Reference is made to the first page of the
information statement for the name, address and telephone number of the
Company’s principal executive
office.
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b.
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Securities. Reference
is made to the question “How many shares of common stock were outstanding
on the date that we received stockholder approval” under General
Information in the information
statement.
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c.
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Trading
Market and price. Reference is made to “Market and Market Price
of Our Common Stock” under “Approval of the Amendment to our Certificate
of Incorporation to (i) Effect a One-for-500 Reverse Split and (ii) Reduce
our Authorized Capital Stock” for information as to the market for and
trading price of our common stock.
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d.
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Dividends. Reference
is made to “Market and Market Price of Our Common Stock” under “Approval
of the Amendment to our Certificate of Incorporation to (i) Effect a
One-for-500 Reverse Split and (ii) Reduce our Authorized Capital Stock”
for information as to dividends on our common
stock.
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e.
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Prior
public offerings. The Company has not made an unwritten public
offering of its securities during the past three
years.
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f.
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Prior
stock purchases. The Company has not purchased any of its
securities during the past two
years.
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Item
3. Identity and Background of Filing Person.
The name, business address and
telephone number of the Company, which is the filing party, is set forth on the
first page of the information statement. The other sections in Item 3
are not applicable.
Item
4. Terms of the Transaction.
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a.
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Material
Terms. The terms of the transaction, which is a 500-for-one
reverse split, are described in the information statement under “Approval
of the Amendment to our Certificate of Incorporation to (i) Effect a
One-for-500 Reverse Split and (ii) Reduce our Authorized Capital
Stock.”
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c.
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Different
Terms. Not Applicable.
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d.
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Appraisal
rights. Reference is made to “Principal Effects of the Reverse
Split” under “Approval of the Amendment to our Certificate of
Incorporation to (i) Effect a One-for-500 Reverse Split and (ii) Reduce
our Authorized Capital Stock” for information as to the absence of
appraisal rights.
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e.
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Provisions
for unaffiliated security
holders. None.
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f.
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Eligibility
for listing or trading. Reference is made to “Approval of the
Amendment to our Certificate of Incorporation to (i) Effect a One-for-500
Reverse Split and (ii) Reduce our Authorized Capital Stock” for
information concerning the termination of registration under the
Securities Exchange Act and the effect of such termination on the market
for the common stock.
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Item
5. Past Contacts, Transactions, Negotiations and
Agreements. None.
Item
6. Purpose of the Transaction and Plans or
Proposals.
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b.
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Use
of securities acquired. Not
applicable.
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c.
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Plans. Reference
is made to “Approval of the Amendment to our Certificate of Incorporation
to (i) Effect a One-for-500 Reverse Split and (ii) Reduce our Authorized
Capital Stock” for information for information concerning the termination
of registration under the Securities Exchange
Act.
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Item
7. Purposes, Alternatives, Reasons and Effects.
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a.
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Purposes. Reference
is made to “Approval of the Amendment to our Certificate of Incorporation
to (i) Effect a One-for-500 Reverse Split and (ii) Reduce our Authorized
Capital Stock” for information for information concerning the purposes of
the transaction.
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b.
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Alternatives.
Not applicable.
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c.
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Reasons. Reference
is made to “Reasons for the Reverse Split” under “Approval of the
Amendment to our Certificate of Incorporation to (i) Effect a One-for-500
Reverse Split and (ii) Reduce our Authorized Capital Stock” for
information for information concerning the reasons of the
transaction.
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d.
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Effects. Reference
is made to “Approval of the Amendment to our Certificate of Incorporation
to (i) Effect a One-for-500 Reverse Split and (ii) Reduce our Authorized
Capital Stock” for information for information concerning the effects of
the transaction.
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Item
8. Fairness of the Transaction.
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a.
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Fairness. Reference
is made to “Principal Effects of the Reverse Split” under “Approval of the
Amendment to our Certificate of Incorporation to (i) Effect a One-for-500
Reverse Split and (ii) Reduce our Authorized Capital Stock” for
information for information concerning the fairness of the
transaction.
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b.
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Factors
considered in determining fairness. Reference is made to
“Principal Effects of the Reverse Split” under “Approval of the Amendment
to our Certificate of Incorporation to (i) Effect a One-for-500 Reverse
Split and (ii) Reduce our Authorized Capital Stock” for information for
information concerning the factors considered by the board of directors in
approving the reverse split.
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c.
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Approval
of security holders. Reference is made “General Information,” which says
that the action has been taken by the Company’s majority stockholders and
no further action is required to be taken by security
holders.
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d.
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Unaffiliated
representative. Reference is made to the question “Did we
appoint any representative to act on behalf of stockholders who are not
affiliates of the Company?” under “General Information,” where the Company
states that no representative was appointed to act as representative for
the other stockholders.
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e.
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Approval
of directors. Reference is made to “Reasons for the Reverse
Split” under “Approval of the Amendment to our Certificate of
Incorporation to (i) Effect a One-for-500 Reverse Split and (ii) Reduce
our Authorized Capital Stock” for information for information concerning
the unanimous approval of the reverse split by the board of
directors.
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f.
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Other
Offers. Not applicable.
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Item
9. Reports, Opinions, Appraisals and
Negotiations. Not applicable.
Item
10. Sources and Amounts of Funds or Other Consideration.
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a.
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Source
of funds. Reference is made to “Who is paying the cost of this
information statement and the payments for fractional shares in the
reverse split” under “General Information” in the information statement
for information as to source of
funds.
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b.
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Conditions. Not
applicable.
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c.
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Expenses. Reference
is made to “Who is paying the cost of this information statement and the
payments for fractional shares in the reverse split” under “General
Information” in the information statement for information as to the nature
of expenses relating to the information statement and reverse
split.
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d.
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Borrowed
funds. Not applicable.
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Item
11. Interest in Securities of the Subject Company. Not
applicable.
Item
12. The Solicitation or Recommendation. Not
applicable.
Item
13. Financial Statements. Reference is made to the
Company’s Form 10-K for the year ended December 31, 2008 and Form 10-Q for the
six months ended June 30, 2009.
Item
14. Persons/Assets, Retained, Employed, Compensated or
Used. Not applicable.
Item
15. Additional Information. Not applicable.
Item
16. Exhibits. Reference is made to the information
statement.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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October
8, 2009
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PORTA
SYSTEMS CORP.
By:
/s/ Edward B.
Kornfeld
Edward
B. Kornfeld, Chief Executive
Officer
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