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): July 19, 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 8.01. Other Events

On July 19, 2006, North Pittsburgh Systems, Inc. (the Company) issued a press release confirming the Company’s receipt of and response to a proposal from an investing group that owns approximately 7.85% of the Company’s outstanding common stock. The investing group attached the proposal to a Schedule 13D amendment filed by the investing group with the Securities and Exchange Commission on July 18, 2006. The text of such press release of the Company is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 8.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Press release issued by North Pittsburgh Systems, Inc., dated July 19, 2006.

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: July 19, 2006	/s/ H. R. Brown
	H. R. Brown, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NORTH PITTSBURGH SYSTEMS, INC.

4008 GIBSONIA ROAD

GIBSONIA, PA 15044-9311

Contact: Harry R. Brown Phone: (724) 443-9456 Fax: (724) 443-9431

NORTH PITTSBURGH SYSTEMS, INC.

BOARD REJECTS INVESTMENT GROUP’S PROPOSAL

July 19, 2006. Gibsonia, Pennsylvania – North Pittsburgh Systems, Inc., (the “Company”) [NASDAQ:NPSI] confirmed today that its Board of Directors received, and unanimously rejected, a proposal from an investing group holding approximately 7.85% of the Company’s common stock, to engage an investment banker for the purpose of marketing the Company for sale. In response to the proposal (which has been attached to a Schedule 13D amendment filed by Bulldog Investors, Santa Monica Partners, Monarch Activist Partners and related individuals and entities (the “Bulldog Group”)), Harry R. Brown, the Company’s President and Chief Executive Officer stated, “After careful consideration, our Board of Directors felt that the Bulldog Group’s proposal would not be in the best interests of the Company or its shareholders. The Board believes that it is the best interests of the Company and its shareholders for us to continue to manage the Company for both short and long term shareholder value, as well as for the benefit of our customers and our other constituencies.”