SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549-1004
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 5,
2009
Porta
Systems Corp.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 0-08460
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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11-2203988
(IRS
Employer Identification No.)
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6851
Jericho Turnpike, Syosset, New York
(Address
of principal executive offices)
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11791
(Zip
Code)
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516-364-9300
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation FD Disclosure
On
October 5, 2009, the Company issued a press release announcing the approval by
the board of directors and the holders of more than a majority of the
outstanding shares of the Company’s common stock of a one-for-500 reverse split
of the common stock. As part of the reverse split, the Company will
pay cash for fractional shares. Upon the effectiveness of the reverse
split, the Company will have fewer than 300 record owners of its common stock
and will, as soon as practical thereafter, terminate its registration under the
Securities Exchange Act of 1934.
In
accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference into any of the
Company’s filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after the
date hereof and regardless of any general incorporation language in such
filings, except to the extent expressly set forth by specific reference in such
a filing.
.Item 9.01 Financial Statements
and Exhibits
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99.1
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Press
release issued October 5, 2009.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
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Porta
Systems Corp.
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Date: October
6, 2009
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By:
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/s/Edward
B. Kornfeld |
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Edward
B. Kornfeld
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Chief
Executive Officer
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