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
Amendment
No. 1
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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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o
The filing
of a registration statement under the Securities Act of
1933.
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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
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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.
o
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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INTRODUCTION
This
Rule 13e-3 Transaction Statement, together with the exhibits hereto (the
“transaction statement”), is being filed with the SEC by Porta Systems Corp., a
Delaware corporation (the “Company”), the issuer of the common stock that is
subject to the reverse split.
On the
date hereof, the Company filed with the SEC a preliminary information statement
(the “Information Statement”) under Regulation 14C of the Securities
Exchange Act of 1934, as amended, relating to the action taken by the holder of
more than a majority of the Company’s outstanding shares of common
stock. The actions include an amendment to the Company’s certificate
of incorporation which effects a one-for-500 reverse split of the Company’s
common stock. Once the certificate of incorporation is filed with the
Secretary of State of the State of Delaware, the Company will no longer
have 300 stockholders of record and will terminate its registration under the
Exchange Act.
Pursuant
to General Instruction G to Schedule 13E-3, the information in the
Information Statement, including all exhibits and appendices thereto, is
expressly incorporated by reference herein in its entirety, and responses to
each item herein are qualified in their entirety by the information contained in
the Information Statement. The cross references below are being supplied to show
the location in the Information Statement of the information required to be
included in response to the items of Schedule 13E-3. Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Information Statement. All information contained in this transaction
statement concerning the Company or any person for whom information is to be
reported pursuant to General Instruction C to Schedule 13E-3 has been provided
by such person and none other person, including the Company, takes
responsibility for the accuracy of any information not supplied by such
person.
Item
1. Summary Term Sheet.
The
information set forth in the Information Statement under the following captions
is incorporated herein by reference:
“Summary
Term Sheet”
Item
2. Subject Company Information.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
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a.
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Name
and address: The first page of the Information
Statement.
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b.
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Securities: The
question “How many shares of common stock were outstanding when the
consent was obtained” under the heading “Questions and Answers Concerning
the Stockholder Action Taken.”
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c.
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Trading
Market and price: The heading “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”
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d.
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Dividends. The
heading “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”
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e.
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Prior
public offerings. None
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f.
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Prior
stock purchases. None
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Item
3. Identity and Background of Filing Person.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
The first
page of the Information Statement
“Beneficial
Ownership of Securities and Security Ownership of Management”
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b.
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Business
and background of entities:
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“Beneficial
Ownership of Securities and Security Ownership of Management”
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c.
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Business
and background of natural persons
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“Beneficial
Ownership of Securities and Security Ownership of Management”
“Management”
Item 4.
Terms of the Transaction.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors”
“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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“Summary
Term Sheet”
The
caption “No Appraisal Rights” 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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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. Not
Applicable
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Item
5. Past Contacts, Transactions, Negotiations and
Agreements.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Effects of the Reverse Split on our Affiliates”
“Related
Party Transactions”
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b.
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Significant
corporate events:
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“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Effects of the Reverse Split on our Affiliates”
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c.
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Negotiations
or contacts:
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Summary
Term Sheet
“Special
Factors – Reasons for the Reverse Split”
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e.
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Agreements
involving the subject company’s
securities:
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“Special
Factors – Reasons for the Reverse Split”
Item
6. Purpose of the Transaction and Plans or Proposals.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
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b.
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Use
of securities acquired. Not
applicable.
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“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse Split”
“Special
Factors – Reasons for the Reverse Split”
“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”
Item 7.
Purposes, Alternatives, Reasons and Effects.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken.”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse Split”
“Special
Factors – Reasons for the Reverse Split”
“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”
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse Split”
“Special
Factors – Reasons for the Reverse Split”
“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”
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse Split”
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Effects of the Reverse Split on our Affiliates”
“Special
Factors – Effects and Tax Consequences of the Reverse Split on our Other
Stockholders”
“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”
Item
8. Fairness of the Transaction.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Summary
Term Sheet”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse Split”
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Fairness of the Reverse Split”
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b.
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Factors
considered in determining fairness.
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“Special
Factors – Purposes, Alternatives and Effects of the Reverse Split”
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Fairness of the Reverse Split”
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c.
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Approval
of security holders.
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“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
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d.
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Unaffiliated
representative.
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“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Fairness of the Reverse Split”
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e.
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Approval
of directors.
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“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Fairness of the Reverse Split”
“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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f.
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Other
Offers. Not applicable.
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Item
9. Reports, Opinions, Appraisals and Negotiations.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
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a.
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Report,
opinion or
appraisal: None
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b.
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Preparer
and summary of report, opinion or appraisal: Not
Applicable
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c.
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Availability
of documents:
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“Summary
Term Sheet”
“Where
you can Find Additional Information”
Item
10. Sources and Amounts of Funds or Other Consideration.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
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b.
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Conditions. Not
applicable.
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“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
Borrowed
funds. Not applicable.
Item
11. Interest in Securities of the Subject Company.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Effects of the Reverse Split on our Affiliates”
“Beneficial
Ownership of Securities and Security Ownership of Management”
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b.
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Securities
transactions: None
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Item
12. The Solicitation or Recommendation. Not
applicable.
Item
13. Financial Statements.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Summary
Financial Information”
The following financial statements of
the Company are incorporated by reference from the Company’s Form 10-K for the
year ended December 31, 2008 and Form 10-Q for the nine months ended September
30, 2009:
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The
audited financial statement for the years ended December 31, 2008 and
2007, which are set forth in Item 8 of the Company’s Form 10-K for the
year ended December 31, 2008, beginning on Page
F-1.
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The
unaudited financial statements for the nine months ended September 30,
2009, which are set forth in Item 1 of Part I of the Company’s Form 10-Q
for the nine months ended September 30, 2009, beginning on Page
1.
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b.
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Pro
forma information. Not
applicable
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Item 14.
Persons/Assets, Retained, Employed, Compensated or Used. Not
applicable.
Item 15.
Additional Information. Not applicable.
Item
16. Exhibits.
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a.1.
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Schedule
14C Preliminary Information Statement. (The Company hereby incorporates by
reference the preliminary information statement which was filed with the
SEC contemporaneously with this t
ransaction
statement)
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a.2.
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Notice
to stockholders of action taken without a meeting (included in the
preliminary
information statement which was filed with the SEC contemporaneously with
this
Transaction Statement and incorporated herein by
reference.)
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a.3
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Form
of letter to stockholders relating to the exchange of old stock
certificates for new stock certificates and cash in lieu of fractional
shares (included in the
preliminary
information statement which was filed with the SEC contemporaneously with
this
Transaction Statement and incorporated herein by
reference.)
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a.4
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Form
of transmittal letters for stockholders to deliver stock certificates to
the transfer agent.
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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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November ,
2009
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PORTA
SYSTEMS CORP.
By:
/s/ Edward B.
Kornfeld
Edward
B. Kornfeld, Chief Executive
Officer
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Southport Acquisition (PK) (USOTC:PORT)
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