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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. 4)
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)
July 27, 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
United States
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7 SOLE VOTING POWER
NUMBER OF 735,210***
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 611,168***
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
735,210***
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10 SHARED DISPOSITIVE POWER
611,168***
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,346,378
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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)
13.6%
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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. 4 TO ORIGINAL REPORT ON SCHEDULE 13D
This Amendment No. 4 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 1,346,378
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 1,346,378 Shares (13.6% of the
outstanding Shares, based on 9,785,310 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,
441,502 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(1) 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.
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(1)This amount includes 20,000 shares which were inadvertently omitted from
Amendment No. 3 to Schedule 13D.
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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).
(c) The following tables detail the sales of Shares by Trust
A-4, Trust C, Milfam I, L.P., and by Miller on his own behalf, 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.
TRUST A-4
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Date of Transaction Number of Shares Sold Price Per Share
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June 19, 2000 12,700 $2.00
July 10, 2000 11,500 $1.6875
July 28, 2000 13,000 $1.50
TRUST C
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Date of Transaction Number of Shares Sold Price Per Share
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June 15, 2000 1,500 $2.125
June 16, 2000 1,100 $2.00
July 27, 2000 8,000 $1.50
MILFAM I, L.P.
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Date of Transaction Number of Shares Sold Price Per Share
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June 14, 2000 7,400 $2.125
June 27, 2000 50,000 $1.6875
LLOYD MILLER
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Date of Transaction Number of Shares Sold Price Per Share
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July 12, 2000 24,000 $1.625
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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 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 441,502
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 1, 2000
By: /s/ Lloyd I. Miller
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Lloyd I. Miller, III
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