The reverse split will become effective approximately 20 days after an information statement describing the reverse split is mailed to stockholders. Porta Systems plans to file the information statement with the Securities and Exchange Commission by October 7, 2009. Stockholder approval was given by the written consent of Gates Systems Holding LTD, a wholly-owned subsidiary of Cheyne Special Situations Fund, L.P., which is the holder of Porta Systems' senior debt.
Porta Systems will pay cash for fractional shares based on the fair value of the common stock, which was determined by the board of directors to be $48.25 per share after giving effect to the reverse split. This value was based on the average of the daily closing bid and asked prices for the common stock for the month of September 2009, which was $0.0965, multiplied by 500.
Upon the filing of the notice of termination of registration under the Securities Exchange Act, Porta Systems will no longer be subject to the reporting obligations under the Securities Exchange Act, and its common stock will no longer be traded on the OTC Bulletin Board. Once Porta Systems is no longer a reporting company, any trading of its common stock would be on the pink sheets.
The stockholder also approved the reelection of Porta Systems' current board of directors, the adoption of a long-term incentive plan, the selection of BDO Seidman, LLP as Porta Systems' independent registered accounting firm for the year ending December 31, 2009 and a reduction of the authorized capital stock.
About Porta Systems Corp.
Porta Systems Corp. designs, manufactures, markets and supports communication equipment used in telecommunications, video and data networks worldwide.
Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company's filings with the Securities and Exchange Commission filings, including the Risk Factors included in the Form 10-K for the year ended December 31, 2008 and the Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Form 10-K for the year ended December 31, 2008 and the Form 10-Q for the quarter ended June 30, 2009. In addition, general industry and market conditions and growth rates, and general economic conditions could affect such statements. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.
SOURCE: Porta Systems Corp.
Porta Systems Corp. Edward B. Kornfeld, 516-364-9300 Chief Executive Officer

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