-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D15qUtk9n2gdlIqH38RgfJXV5wuYjgo74lJUe7gQpbFpIOPI6ivi1wT7RQcpyQ1l 6Y/JtdqGu14wrihhG9NCCg== 0001193125-07-238324.txt : 20071107 0001193125-07-238324.hdr.sgml : 20071107 20071107151053 ACCESSION NUMBER: 0001193125-07-238324 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071106 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH PITTSBURGH SYSTEMS INC CENTRAL INDEX KEY: 0000764765 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 251485389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13716 FILM NUMBER: 071221157 BUSINESS ADDRESS: STREET 1: 4008 GIBSONIA RD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 BUSINESS PHONE: 7244439600 MAIL ADDRESS: STREET 1: 4008 GIBSONIA ROAD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 8-K 1 d8k.htm FORM 8-K Form 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): November 7, 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):

 

x 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 November 7, 2007, North Pittsburgh Systems, Inc. (“North Pittsburgh”) issued a press release reporting regulatory developments relating to the pending merger between North Pittsburgh and Consolidated Communications Holdings, Inc., the text of which is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit   

Description

99.1    Press release issued by North Pittsburgh Systems, Inc., dated November 7, 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: November 7, 2007     /s/ Matthew D. Poleski
    Matthew D. Poleski
    Vice President, Treasurer and Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

NORTH PITTSBURGH SYSTEMS, INC.

4008 GIBSONIA ROAD

GIBSONIA, PA 15044-9311

 

North Pittsburgh Contact:

Harry R. Brown

President and Chief Executive Officer

(724) 443-9583

    

        Consolidated Contact:

        Stephen Jones

        Vice President – Investor Relations

        (217) 258-9522

        investor.relations@consolidated.com

NORTH PITTSBURGH SYSTEMS AND CONSOLIDATED COMMUNICATIONS REPORT

REGULATORY DEVELOPMENTS RELATING TO CONTEMPLATED MERGER

November 7, 2007. Gibsonia, Pennsylvania – North Pittsburgh Systems, Inc. (“North Pittsburgh”) [NASDAQ:NPSI] and Consolidated Communications Holdings, Inc. (“Consolidated”) [NASDAQ:CNSL] have announced that, in connection with their pending merger, the Federal Communications Commission (the “FCC”) has approved the transfer of control of North Pittsburgh to Consolidated under the rules and regulations of the FCC. This approval satisfies a condition to the completion of the merger.

The merger is also conditioned upon, among other things, approval by the Pennsylvania Public Utility Commission (the “Pennsylvania PUC”) of the transfer of control to Consolidated of North Pittsburgh’s regulated subsidiaries. As contemplated by the proxy statement/prospectus of North Pittsburgh and Consolidated dated October 9, 2007, the regulated North Pittsburgh subsidiaries, Consolidated and four protesting or intervening parties filed a joint petition for approval of a settlement agreement that requests the Pennsylvania PUC to issue an order approving the merger application. The presiding administrative law judge is preparing an Initial Decision on the settlement for the Pennsylvania PUC’s consideration. In the meantime, the Broadband Cable Association of Pennsylvania and Full Service Computing Corporation, d/b/a Full Service Network, have withdrawn their protests, and Core Communications, Inc. has withdrawn its petition to intervene. As a consequence, there no longer is any party in the Pennsylvania PUC proceeding opposing the merger or the settlement.

On November 13, 2007, North Pittsburgh will hold its annual meeting of shareholders, at which its shareholders will elect directors and also will consider a proposal to approve and adopt the merger agreement between North Pittsburgh and Consolidated. Such approval is a condition to the completion of the merger.

******

Proxy Statement/Prospectus

This material is not a substitute for the proxy statement/prospectus of North Pittsburgh and Consolidated dated October 9, 2007 which was declared effective on October 9, 2007. Investors are urged to read the proxy statement/prospectus, which contains important information, including detailed risk factors. The proxy statement/prospectus is, and other documents which will be filed by North Pittsburgh and Consolidated with the Securities and Exchange Commission will be, available free of charge at the Securities and Exchange Commission’s website, www.sec.gov, or by directing a request to North Pittsburgh’s proxy solicitors, MacKenzie Partners, Inc., collect at (212) 929-5500 or toll-free at (800) 322-2885. The definitive proxy statement/prospectus was first mailed to shareholders of North Pittsburgh on October 12, 2007.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 


North Pittsburgh Systems and Consolidated Communications Report

Regulatory Developments Relating to Contemplated Merger

Page 2 of 2

  Exhibit 99.1

Proxy Solicitation

North Pittsburgh and Consolidated, and certain of their respective directors, executive officers and other members of management and employees are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of North Pittsburgh is set forth in the proxy statement/prospectus and North Pittsburgh’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended. Information about the directors and executive officers of Consolidated is set forth in the proxy statement for Consolidated’s 2007 annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the definitive proxy statement/prospectus.

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