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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 7)
Porta Systems Corp.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
735647307
(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102, (941) 262-8577
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 13, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent (Continued on following pages)
(Page 1 of 5 pages)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 735647307 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 509,810***
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
413,268***
9 SOLE DISPOSITIVE POWER
509,810***
10 SHARED DISPOSITIVE POWER
413,268***
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
923,078
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
IN-IA-00**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See response to Item 3 in original Schedule 13D.
*** See response to Item 5(b), herein.
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AMENDMENT NO. 7 TO ORIGINAL REPORT ON SCHEDULE 13D
This Amendment No. 7 to the statement on Schedule 13D filed on behalf
of Lloyd I. Miller, III ("Miller") relates to the Common Stock, $0.01 par value
per share (the "Shares") of Porta Systems Corporation, a Delaware corporation
("the Company"). The purpose of this Amendment is to report that since Miller's
previous Schedule 13D filing, Miller has sold additional Shares.
Item 4 is hereby amended and restated as follows:
ITEM 4. Purpose of the Transaction.
Miller considers his beneficial ownership reported herein of the
923,078 Shares, (which amount includes 112,500 Shares which he is deemed to
beneficially own as a beneficial holder of warrants and 7,000 Shares which he is
deemed to beneficially own as a beneficial holder of options) as an investment
in the ordinary course of business. From time to time, Miller may acquire
additional Shares or dispose of all or some of the Shares which he beneficially
owns. Effective as of June 9, 2000, Miller has ceased to be a member of the
board of directors pursuant to the Company's annual election. Miller has no
specific plan or purpose which relates to, or could result in, any of the
matters referred to in paragraphs (a) through (j) inclusive of Item 4 of
Schedule 13D.
Item 5 is hereby amended and restated as follows:
ITEM 5. Interest in Securities of the Issuer.
(a) Miller is deemed to beneficially own 923,078 Shares (9.3%
of the outstanding Shares, based on 9,797,648 Shares outstanding), including the
119,500 Shares which Miller does not actually own, but has a right purchase with
respect to the warrants and options Miller beneficially owns. As of the date
hereof, 211,063 of such beneficially owned Shares are owned of record by Trust
A-4, 163,705 of such beneficially owned Shares are owned of record by Trust C,
226,102 of such beneficially owned Shares are owned of record by Milfam I, L.P.,
181,462 of such beneficially owned Shares are owned of record by Milfam II,
L.P., 20,246 of such beneficially owned Shares are owned of record by Miller on
his own behalf and 1,000 of such beneficially owned Shares are owned of record
by Dail Miller. As of the date hereof, The Lloyd I. Miller III Keogh Plan and
Trust A-2 are each the owner of record of warrants to purchase 37,500 of such
beneficially owned Shares. As of the date hereof, each of the UGMA's and each of
the Family Trusts are each the owner of record of warrants to purchase 7,500 of
such beneficially owned Shares. As of the date hereof, Miller owns directly
options to purchase 7,000 Shares and is therefore deemed to beneficially own
such Shares.
(b) Miller shares voting and dispositive power for all Shares
held of record in the following trusts: Trust A-2, Trust A-4, Trust C, and in
trust for Miller's wife, Dail Miller. Miller has sole voting and dispositive
power for all Shares held of record in the following trusts: each of the Family
Trusts, each of the UGMA's, Trust Milfam I, L.P., Trust Milfam II, L.P. and by
Miller on his own behalf (see Item 6).
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(c) The following tables detail the sales of Shares by Trust
A-4, Lloyd I Miller, III directly, Milfam I, L.P. and Trust C effected by Miller
since Miller's last amended Schedule 13D filing. All of the transactions were
transactions in which the Shares were sold pursuant to a prospectus.
<TABLE>
<CAPTION>
TRUST A-4
---------
DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
------------------- --------------------- ---------------
<S> <C> <C>
August 21, 2000 5,400 $1.00(1)
September 7, 2000 20,250 $1.285
September 8, 2000 27,700 $1.3321
September 13, 2000 31,000 $1.0141
September 14, 2000 5,000 $1.00
September 15, 2000 15,100 $1.0368
September 19, 2000 11,000 $1.00
</TABLE>
<TABLE>
<CAPTION>
LLOYD MILLER
------------
DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
------------------- --------------------- --------------------
<S> <C> <C>
September 18, 2000 10,000 $1.00
September 21, 2000 3,500 $1.00
September 22, 2000 1,200 $1.00
</TABLE>
<TABLE>
<CAPTION>
MILFAM I, L.P.
--------------
DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
------------------- --------------------- ---------------
<S> <C> <C>
September 11, 2000 13,800 $1.2790
</TABLE>
<TABLE>
<CAPTION>
TRUST C
-------
DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
------------------- --------------------- ---------------
<S> <C> <C>
September 7, 2000 20,250 $1.285
September 12, 2000 6,200 $1.0685
September 13, 2000 31,000 $1.0141
September 14, 2000 5,000 $1.00
September 18, 2000 20,000 $1.00
</TABLE>
(1) This sale was inadvertently omitted from the reporting person's
Amendment No. 5 to Schedule 13D, filed on August 5, 2000.
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(d) Entities other than Miller have the right to receive
dividends from and proceeds of the sales of Shares. Trust A-4 has the right to
receive dividends from and proceeds of the sale of 211,063 Shares. Trust C has
the right to receive dividends from and proceeds of the sale of 163,705 Shares.
Milfam I, L.P. has the right to receive dividends from and proceeds of the sale
of 226,102 Shares. Milfam II, L.P. has the right to receive dividends from and
proceeds of the sale of 181,462 Shares. Dail Miller has the right to receive
dividends from and proceeds of the sale of 1000 Shares. The Lloyd I. Miller III
Keogh Plan and Trust A-2 each has the right to receive dividends from and
proceeds of the sale of 37,500 Shares obtainable by the exercise of warrants, or
of the warrants themselves. Each of the UGMA's and each of the Family Trusts has
the right to receive dividends from and proceeds of the sale of 7,500 Shares
obtainable by the exercise of warrants, or of the warrants themselves.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 22, 2000
By: /s/ Lloyd I. Miller
-----------------------
Lloyd I. Miller, III
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