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): October 17, 2007

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment to Articles of Incorporation.

On October 17, 2007, North Pittsburgh Systems, Inc. (the “Corporation”) amended its Articles of Incorporation by filing in the Pennsylvania Department of State Articles of Amendment that added an Article 11 (“Article 11”) to the Corporation’s Articles of Incorporation. Article 11 provides that shares of the Corporation’s capital stock may, by resolution adopted by the Board of Directors of the Corporation, be uncertificated. Article 11 provides, further, that it shall not apply to shares of the Corporation represented by a certificate until the certificate is surrendered to the Corporation. A copy of such Articles of Amendment, which sets forth Article 11, is attached to this Form 8-K as Exhibit 3(i).1.

The amendment became effective October 17, 2007 upon the filing of such Articles of Amendment in the Pennsylvania Department of State.

The Board of Directors of the Corporation adopted such amendment of the Corporation’s Articles of Incorporation pursuant to the authority granted to the Board of Directors by Section 1914(c)(2)(iv) of the Pennsylvania Business Corporation Law of 1988, as amended (the “Pennsylvania BCL”). The Board of Directors of the Corporation adopted such amendment of the Corporation’s Articles of Incorporation in order to render the Corporation authorized to issue uncertificated shares in compliance with Section 1528(f) of the Pennsylvania BCL and thus to enable the Corporation to satisfy the NASDAQ listing requirement that securities of the Corporation listed on NASDAQ be eligible for a direct registration program by January 1, 2008.

The Board of Directors of the Corporation has not adopted a resolution specifying that any of the Corporation’s shares of common stock shall be uncertificated and has not authorized that the Corporation actually participate in a direct registration or “book-entry” program.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
3(i).1	Articles of Amendment of North Pittsburgh Systems, Inc. filed in the Pennsylvania Department of State on October 17, 2007.

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: October 19, 2007	/s/ Matthew D. Poleski
	Matthew D. Poleski
	Vice President, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
3(i).1	Articles of Amendment of North Pittsburgh Systems, Inc. filed in the Pennsylvania Department of State on October 17, 2007.

EX-3.(I).1

Exhibit 3(i).1

Entity #: 841529

Date Filed: 10/17/2007

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

þ Business Corporation (§ 1915)

¨ Nonprofit Corporation (§ 5915)

Name			Document will be returned to the name and address you enter to the left.
Address			ï
CT CORP-COUNTER
City	State	Zip Code

Fee: $70

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

1. The name of the corporation is:

North Pittsburgh Systems, Inc.

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)    Number and Street	City	State	Zip	County
4008 Gibsonia Road	Gibsonia,	PA	15044	Allegheny
(b)    Name of Commercial Registered Office Provider				County
c/o

3.      The statute by or under which it was incorporated : Pa. Business Corporation Law of 1933, as amended 4.      The date of its incorporation: October 17, 1984 5.      Check, and if appropriate complete, one of the following: þ       The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
¨        The amendment shall be effective on:                     at
	Date	Hour

DSCB:15-1915/5915–2

6. Check one of the following:

¨ The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 59l4(a).

þ The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

7. Check, and if appropriate, complete one of the following:

¨ The amendment adopted by the corporation, set forth in full, is as follows

___________________________________________________________________________________________________

____________________________________________________________________________________________________

þ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

8. Check if the amendment restates the Articles:

¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 15^TH day of October, 2007.

North Pittsburgh Systems, Inc.
Name of Corporation
/s/ H.R. Brown
	Signature
	President
	Title

EXHIBIT A

A new article, Article 11, is added to the Articles of Incorporation of North Pittsburgh Systems, Inc., such Article 11 to read in its entirety as follows:

“11. Any or all classes and series of shares of the capital stock of the corporation, and any part thereof, may, by resolution to that effect adopted by the Board of Directors of the corporation, be uncertificated shares, except that neither this Article 11 nor any such resolution adopted by the Board of Directors of the corporation shall apply to shares represented by a certificate until the certificate is surrendered to the corporation.”