8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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): January 1, 2006

NORTH PITTSBURGH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

0-13716	25-1485389
(Commission File Number)	(IRS Employer Identification No.)

4008 Gibsonia Road Gibsonia, PA	15044-9311
(Address of principal executive offices)	(Zip Code)

(724) 443-9600

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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

The Board of Directors (the Board) of North Pittsburgh Systems, Inc. (the Company) approved a revised director compensation schedule effective January 1, 2006, which revised schedule is attached hereto as Exhibit 99.1. Compensation in the form of monthly retainers and per meeting attendance for meetings of the Board as well as Board Committee meetings increased approximately 9% over prior compensation levels. The 9% compensation increase reflects the continued increase in duties and responsibilities at the Board and individual Committee levels, normal inflationary factors and the fact that director compensation was last adjusted nineteen months ago (that is, as of June 1, 2004). Harry R. Brown and Allen P. Kimble receive no compensation as directors of the Company, because they are full-time employees of the Company and/or one or more of its subsidiaries.

The Board, upon the recommendation of its Compensation Committee, also approved a 5.5% increase in the annual base salaries of the Company’s officers effective January 1, 2006. A listing of the named executive officers (as defined in Item 402(a)(3) of Regulation S-K) and their associated new annual base salaries is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	North Pittsburgh Systems, Inc. Board of Directors Consolidated Compensation Schedule
99.2	North Pittsburgh Systems, Inc. Named Executive Officers Annual Base Salary Schedule

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.

	North Pittsburgh Systems, Inc.
	(Registrant)
Date: January 6, 2006	/s/ H. R. Brown
	H. R. Brown, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

North Pittsburgh Systems, Inc.

Board of Directors Consolidated Compensation Schedule

(Effective January 1, 2006)

Board of Directors Compensation:
Monthly Retainer:
Board Member*	$	1,360
Chairman of the Board	$	4,081
Attendance at Regular Board Meetings and at Special Board Meetings for which attendance in person is requested:**
Board Member	$	816	per meeting
Chairman of the Board	$	1,247	per meeting
Director Emeritus	$	567	per meeting
Audit Committee Compensation:
Monthly Retainer:
Audit Committee Chairman	$	567
Audit Committee Meeting Attendance:
Audit Committee Member	$	1,134	per meeting
Audit Committee Chairman	$	1,134	per meeting
Audit Committee Chairman meetings with independent auditors	$	1,134	per meeting
Compensation Committee Compensation:
Compensation Committee Meeting Attendance:***
Compensation Committee Member	$	567	per meeting
Compensation Committee Chairman	$	785	per meeting
Corporate Governance and Nominating Committee Compensation:
Corporate Governance and Nominating Committee Member Attendance:***
Corporate Governance and Nominating Committee Member	$	567	per meeting
Corporate Governance and Nominating Committee Chairman	$	567	per meeting
Retirement Board Committee Compensation:
Retirement Board Committee Meeting Attendance	$	567	per meeting

* Directors who are also full-time employees of North Pittsburgh Systems, Inc. (Company) and/or any of its subsidiaries receive no compensation as a director of the Company.

** No director receives payment for attending the organizational meeting of the Board of Directors following the annual meeting of the shareholders of the Company or for participating in any Special Meeting of the Board of Directors that is conducted only telephonically.

*** Other than a meeting held on the same day that the full Board of Directors meets.

EX-99.2

Exhibit 99.2

North Pittsburgh Systems, Inc.

Named Executive Officers Annual Base Salary Schedule

(Effective January 1, 2006)

Name	Principal Position	Annual Base Salary
Harry R. Brown	President and Chief Executive Officer	$	298,500
Allen P. Kimble	Senior Vice President and Chief Financial and Accounting Officer	$	246,400
N. William Barthlow	Vice President and Secretary	$	221,900
Frank A. Macefe	Vice President	$	221,900
Albert W. Weigand	Vice President	$	207,555