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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; 32nd
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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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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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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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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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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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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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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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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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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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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