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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. 5)
Porta Systems Corp.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
735647307
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102, (941) 262-8577
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 2000
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(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)
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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
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CUSIP NO. 735647307 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)[ ]
(B)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00**
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 638,410***
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BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
611,168***
EACH -------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
638,410***
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
611,168***
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,249,578
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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14 TYPE OF REPORTING PERSON
IN-IA-00**
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*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. 5 TO ORIGINAL REPORT ON SCHEDULE 13D
This Amendment No. 5 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 1,249,578
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 1,249,578 Shares
(12.6% 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, 326,513 of such beneficially owned Shares are owned of
record by Trust A-4, 246,155 of such beneficially owned Shares are owned of
record by Trust C, 344,702 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., 30,246 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 Milfam I, L.P.,
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>
MILFAM I, L.P.
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DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
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<S> <C> <C>
August 10, 2000 7,000 $1.1875
August 15, 2000 29,800 $1.00
August 16, 2000 5,000 $1.0625
August 17, 2000 14,000 $1.00
August 22, 2000 41,000 $1.0012
</TABLE>
(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 326,513 Shares. Trust C has the right to
receive dividends from and proceeds of the sale of 246,155 Shares. Milfam I,
L.P. has the right to receive dividends from and proceeds of the sale of 344,702
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: August 30, 2000
By: /s/ Lloyd I. Miller
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Lloyd I. Miller, III
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