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

Delaware
(State or other jurisdiction of
incorporation or organization)
11-2203988
(IRS Employer Identification No.)
   
6851 Jericho Turnpike, Syosset, New York
(Address of principal executive offices)
11791
(Zip Code)

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

(c)
Exhibits

 
99.1
Press release issued October 5, 2009.

 
 

 

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.
 
 
Porta Systems Corp.
 
       
Date:  October 6, 2009
By:
/s/Edward B. Kornfeld  
   
Edward B. Kornfeld
 
   
Chief Executive Officer
 
       
 
 
 

 
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