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):
August
5, 2005
Porta
Systems Corp.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 1-8191
|
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
1.01 Entry
into a Material Definitive Agreement
On
August
5, 2005, the Company entered into an agreement with SHF IX, LLC, dated as
of
August 1, 2005, which amended its Amended and Restated Loan and Security
Agreement, dated as of November 28, 1994, as amended, to extend the
maturity of the Company’s senior debt to September 30, 2005. The agreement
provides for payments to SHF IX of $112,500 on each of August 5, 2005, which
has
been made, August 31, 2005 and September 30, 2005 on account of the Company’s
senior debt and a payment of $100,000 to SHF IX on account of its expenses,
including legal expenses, relating to the extension agreement and related
matters. As part of the extension, SHF IX agreed to continue the suspension
of
the accrual of interest on approximately $23 million of the senior debt.
SHF IX
is the successor to the Company’s former senior lender, Wells Fargo Foothill,
Inc.
As
a
condition to the extension, the Company agreed to take steps to effect a
restructure of the senior debt in a manner which results in the payment of
a
significant portion of the senior debt and the issuance of secured debt and
equity for the balance of the senior debt on specified terms. Any such
restructure will require the Company to obtain financing from a new investor.
Although the Company intends to seek such an investor, the Company cannot
give
any assurance that it will be able to obtain an investor on terms that are
acceptable to SHF IX. The Company has also agreed to engage an investment
banker
to assist it in exploring strategic alternatives.
Item
2.02 Results of Operations and Financial Condition
On
August
11, 2005, the Company issued a press release reporting the results of operations
for the second quarter and six months ended June 30, 2005.
Item
9.01 Financial Statements and Exhibits
99.1 Press
release issued August 11, 2005.
SIGNATURES
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:
August 11, 2005 By:
/s/Edward
B.
Kornfeld
Edward
B. Kornfeld
President,
Chief
Operating Officer and
Chief
Financial Officer