UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 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 1, 2007
  NORTH
        PITTSBURGH SYSTEMS, INC.
 (Exact
        name of registrant as specified in its charter)
 
 
 Pennsylvania
                (State
                  or other jurisdiction of
                incorporation)
              0-13716
                (Commission
                  File Number)
              25-1485389
                (I.R.S.
                  Employer
                Identification
                  Number)
 
 4008
                  Gibsonia Road
                Gibsonia,
                  Pennsylvania
                (address
                  of principal executive offices)
              15044-9311
                (Zip
                  Code)
 
 
 Registrant’s
        telephone number, including area code: (724) 443-9600
  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:
  q
              Written
                  communications pursuant to Rule 425 under the Securities
                  Act
  X
                Soliciting
                    material pursuant to Rule 14a–12 under the Exchange
                    Act
  q
              Pre-commencement
                  communications pursuant to Rule 14d–2(b) under the Exchange
                  Act
  q
              Pre-commencement
                  communications pursuant to Rule 13e–4(c) under the Exchange
                  Act
 
  
  **Item
        1.01.  Entry into a Material Definitive
        Agreement**
  ***Merger
        Agreement.***** On July 1, 2007, North Pittsburgh
        Systems, Inc., a Pennsylvania corporation (the “Company”), and Consolidated
        Communications Holdings, Inc., a Delaware corporation (“Consolidated”), entered
        into an Agreement and Plan of Merger (the “Merger Agreement”).  The
        Merger Agreement contemplates that Fort Pitt Acquisition Sub Inc., a
        Pennsylvania corporation and a wholly-owned subsidiary of Consolidated (“Merger
        Sub”), will merge with and into the Company (the “Merger”).  As a
        result of the Merger, the separate corporate existence of Merger Sub will
        cease
        and the Company will continue as the surviving corporation and a wholly-owned
        subsidiary of Consolidated.
  Pursuant
        to the Merger Agreement, at the effective time of the Merger, each issued
        and
        outstanding share of Company common stock (other than shares held in the
        Company’s treasury or owned by any Company subsidiary, Consolidated, Merger Sub
        or any other Consolidated subsidiary) will be converted into the right to
        receive either (i) $25.00 in cash, without interest, or (ii) 1.1061947 shares
        of
        Consolidated common stock.  The Company’s shareholders will be
        entitled to make an election, with respect to each of their Company shares,
        to
        receive either cash or Consolidated common stock as described in the preceding
        sentence, subject to proration so that 80% of the Company’s shares will be
        converted in the Merger into the right to receive cash and 20% of the Company’s
        shares will be converted in the Merger into the right to receive Consolidated
        common stock.  The share exchange ratio is fixed and is not subject to
        any collars.  The Merger will be a taxable transaction for U.S.
        federal income tax purposes and, accordingly, shareholders will not receive
        any
        portion of the merger consideration on a tax-free basis.
  The
        Merger is not subject to a financing condition and is expected to close either
        in the fourth quarter of 2007 or first quarter of 2008, subject to certain
        customary conditions, including approvals from federal and state regulators
        and
        the Company’s shareholders.  The Company expects to call a
        shareholders meeting for Fall 2007, at which the Merger will be submitted
        to the
        Company’s shareholders for approval and the Company will hold its 2007 annual
        meeting for the election of directors and such other matters as may properly
        come before the meeting.  Approval by Consolidated’s stockholders is
        not required.
  The
        Company has made customary representations and warranties and covenants in
        the
        Merger Agreement, including, among other things, agreeing (i) not to (A)
        solicit
        proposals relating to alternative business combination transactions or (B)
        subject to certain exceptions, enter into discussions concerning or provide
        confidential information in connection with alternative business combination
        transactions, (ii) to cause a meeting of the Company’s shareholders to be held
        to consider the approval and adoption of the Merger Agreement, and (iii)
        subject
        to certain exceptions, that the Company’s Board of Directors will recommend that
        the Company’s shareholders vote to approve and adopt the Merger
        Agreement.  The Company will pay its regular July dividend and expects
        to pay its regular dividend in October, but has agreed not to pay further
        dividends.
  The
        Merger Agreement contains certain termination rights and provides that, upon
        the
        termination of the Merger Agreement under specified circumstances, the Company
        will be required to pay Consolidated a termination fee of $11,250,000 (the
        “Termination Fee”).  In the event that the Merger Agreement is
        terminated and the Company is obligated to pay the Termination Fee, the Company
        will also reimburse Consolidated for its actual and reasonable
  
  documented
        out-of-pocket expenses incurred in connection with the Merger Agreement on
        or
        prior to the termination of the Merger Agreement, up to a maximum amount
        of
        $1,500,000.
  The
        foregoing description of the Merger Agreement does not purport to be complete
        and is qualified in its entirety by reference to the full text of the Merger
        Agreement filed as Exhibit 2.1 hereto and incorporated herein by
        reference.
  The
        Merger Agreement has been included to provide investors with information
        regarding its terms and is not intended to provide any other factual information
        about the Company or Consolidated or its affiliates.  The Merger
        Agreement contains representations and warranties the parties thereto made
        to
        and solely for the benefit of each other.  The assertions embodied in
        those representations and warranties are qualified by information in
        confidential disclosure schedules that the parties have exchanged in connection
        with signing the Merger Agreement and that modify, qualify and create exceptions
        to the representations and warranties contained in the Merger
        Agreement.  Accordingly, investors should not rely on the
        representations and warranties as characterizations of the actual state of
        facts, since (i) they were made only as of the date of the Merger Agreement
        or a
        prior, specified date, (ii) in some cases they are subject to qualifications
        with respect to materiality, knowledge and/or other matters, and (iii) they
        are
        modified in important part by the underlying disclosure
        schedules.  The Company’s disclosure schedule contains information
        that has been included in the Company’s prior public disclosures, as well as
        non-public information.  Moreover, information concerning the subject
        matter of the representations and warranties may have changed since the date
        of
        the Merger Agreement, which subsequent information may or may not be fully
        reflected in the Company’s public disclosures.
  ***Rights
        Agreement Amendment***.  Prior to the execution and
        delivery of the Merger Agreement, the Company and Wells Fargo Bank Minnesota,
        N.A. (the “Rights Agent”) entered into Amendment No. 1 (the “Rights Agreement
        Amendment”) to the Rights Agreement, dated as of September 25, 2003 (the “Rights
        Agreement”) in order to exempt the Merger and related transactions from the
        Rights Agreement and to provide that the Preferred Stock Purchase Rights
        issued
        thereunder will expire immediately prior to the consummation of the
        Merger.
  Among
        other things, the Rights Agreement Amendment amends the definition of “Acquiring
        Person” set forth in the Rights Agreement to provide that neither Consolidated,
        Merger Sub nor any of their respective affiliates or associates shall be,
        or
        shall be deemed to be, an Acquiring Person solely by virtue of (w) the execution
        and delivery of the Merger Agreement or any agreements, arrangements or
        understandings entered into by Consolidated or Merger Sub contemplated by
        the
        Merger Agreement if such agreements, arrangements or understandings are in
        accordance with the terms and conditions of the Merger Agreement, (x) the
        announcement of the Merger Agreement or the Merger, (y) the consummation
        of the
        Merger or (z) the consummation of the other transactions contemplated by
        the
        Merger Agreement upon the terms and conditions of the Merger
        Agreement.
  A
        copy of
        the Rights Agreement Amendment is attached hereto as Exhibit 4.1 and is
        incorporated herein by reference.  The foregoing description of the
        Rights Agreement Amendment does not purport to be complete and is qualified
        in
        its entirety by reference to the Rights Agreement Amendment.
   
  ***Indemnification
        Agreements.*** On July 1, 2007, the Board of Directors approved
        Indemnification Agreements between the Company and each of its directors
        and
        executive officers (each, an “Indemnitee”):
 Harry
                        R. Brown
                  Charles
                      E. Thomas, Jr.
 Dr.
                    Charles E. Cole
                Kevin
                    J. AlbaughFrederick
                    J. Crowley
                N.
                    William BarthlowAllen
                    P. Kimble
                Frank
                    A. MacefeStephen
                    G. Kraskin
                Matthew
                    D. PoleskiDavid
                    E. Nelsen
                Albert
                    W. Weigand
 Each
        such
        Indemnification Agreement provides, among other things, that the Company
        will
        indemnify the Indemnitee to the fullest extent permitted by the Pennsylvania
        Business Corporation Law, including advancement of legal fees and other expenses
        incurred by the Indemnitee in connection with any legal proceedings arising
        out
        the Indemnitee’s service as director and/or officer, subject to certain
        exclusions and procedures set forth in the Indemnification
        Agreement.  Each such Indemnification Agreement is identical in all
        material respects to the form of Indemnification Agreement attached as Exhibit
        10.1 hereto, which is incorporated into this Report in its
        entirety.
  **Safe
        Harbor**
  Any
        statements other than statements of historical fact, including statements
        about
        management’s beliefs and expectations, are forward-looking statements and should
        be evaluated as such. These statements are made on the basis of management’s
        views and assumptions regarding future events and business performance. Words
        such as “estimate,” "believe," "anticipate," "expect," and similar expressions
        are intended to identify forward-looking statements. Forward-looking statements
        (including oral representations) involve risks and uncertainties that may
        cause
        actual results to differ materially from any future results, performance
        or
        achievements expressed or implied by such statements. These risks and
        uncertainties include Consolidated’s ability to complete the acquisition,
        successfully integrate the Company’s operations and realize the synergies from
        the acquisition, as well as a number of other factors related to the businesses
        of Consolidated and the Company, including various risks to shareholders
        of not
        receiving dividends and risks to Consolidated’s ability to pursue growth
        opportunities if Consolidated continues to pay dividends according to the
        current dividend policy; various risks to the price and volatility of
        Consolidated’s common stock; the substantial amount of debt and Consolidated’s
        ability to incur additional debt in the future; Consolidated’s need for a
        significant amount of cash to service and repay the debt and to pay dividends
        on
        Consolidated’s common stock; restrictions contained in Consolidated’s debt
        agreements that limit the discretion of management in operating the business;
        the ability to refinance the existing debt as necessary; regulatory changes,
        rapid development and introduction of new technologies
  
  and
        intense competition in the telecommunications industry; risks associated
        with
        Consolidated’s possible pursuit of acquisitions; economic conditions in the
        Consolidated and the Company service areas in Illinois, Texas and Pennsylvania;
        system failures; losses of large customers or government contracts; risks
        associated with the rights-of-way for the network; disruptions in the
        relationship with third party vendors; losses of key management personnel
        and
        the inability to attract and retain highly qualified management and personnel
        in
        the future; changes in the extensive governmental legislation and regulations
        governing telecommunications providers and the provision of telecommunications
        services; telecommunications carriers disputing and/or avoiding their
        obligations to pay network access charges for use of Consolidated’s network;
        high costs of regulatory compliance; the competitive impact of legislation
        and
        regulatory changes in the telecommunications industry; and liability and
        compliance costs regarding environmental regulations.  These and other
        risks and uncertainties are discussed in more detail in Consolidated’s and the
        Company’s filings with the Securities and Exchange Commission, including our
        respective reports on Form 10-K and Form 10-Q.
  Many
        of
        these risks are beyond management’s ability to control or
        predict.  All forward-looking statements attributable to Consolidated,
        the Company or persons acting on behalf of them are expressly qualified in
        their
        entirety by the cautionary statements and risk factors contained in this
        Report
        and the companies’ filings with the Securities and Exchange
        Commission.  Because of these risks, uncertainties and assumptions,
        you should not place undue reliance on these forward-looking
        statements.  Furthermore, forward-looking statements speak only as of
        the date they are made.  Except as required under the federal
        securities laws or the rules and regulations of the Securities and Exchange
        Commission, we do not undertake any obligation to update or review any
        forward-looking information, whether as a result of new information, future
        events or otherwise.
  **Prospectus/Proxy
        Statement**
  This
        material is not a substitute for the prospectus/proxy statement Consolidated
        and
        the Company will file with the Securities and Exchange Commission.
**Investors are urged to read the prospectus/proxy statement, which
        will
        contain important information, including detailed risk factors, when it becomes
        available**. The prospectus/proxy statement and other documents which
        will be filed by Consolidated and the Company with the Securities and Exchange
        Commission will be available free of charge at the SEC’s website,
www.sec.gov, or by directing a request when such a filing is made to
        Consolidated Communications, 121 South 17th Street, Mattoon, IL 61938,
        Attention: Investor Relations; or to North Pittsburgh Systems, Inc., 4008
        Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations.
        The
        final prospectus/proxy statement will be mailed to shareholders of North
        Pittsburgh Systems, Inc.
  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.
  
 
  **Proxy
        Solicitation**
  Consolidated
        and the Company, 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 Consolidated is
        set
        forth in the proxy statement for Consolidated’s 2007 annual meeting of
        shareholders. Information about the directors and executive officers of the
        Company is set forth in the company’s Annual Report on Form 10-K for the year
        ended December 31, 2006, as amended. Investors may obtain additional information
        regarding the interests of such participants in the proposed transactions
        by
        reading the prospectus/proxy statement for such proposed transactions when
        it
        becomes available.
  **Item
        3.03.  Material Modification to Rights of Security
        Holders.**
  The
        information set forth under Item 1.01 above with respect to the Rights Agreement
        Amendment is incorporated herein by reference.
  **Item
        9.01.  Financial Statements and Exhibits.**
  (d)           Exhibits.
  2.1
              Agreement
                  and Plan of Merger, dated as of July 1, 2007, by and among North
                  Pittsburgh Systems, Inc., Consolidated Communications Holdings,
                  Inc. and
                  Fort Pitt Acquisition Sub Inc.*
  4.1
              Amendment
                  No. 1 to Rights Agreement, dated as of July 1, 2007, between North
                  Pittsburgh Systems, Inc. and Wells Fargo Bank Minnesota, N.A.,
                  as Rights
                  Agent.
  10.1
              Form
                  of Indemnification Agreement.
  *Schedules
        to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2)
        of Regulation S-K.  The Company agrees to furnish supplementally a
        copy of any omitted schedule to the Securities and Exchange Commission upon
        request.
  
  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.Date:
                  July 5,
                  2007
              By:
              /s/ Matthew
                D.
                PoleskiMatthew
                D.
                PoleskiVice
                President, Treasurer, and
                Chief Financial Officer
  
  **INDEX
        TO****EXHIBITS**
 
 **Exhibit**
 **Number             Description**
  2.1
              Agreement
                  and Plan of Merger, dated as of July 1, 2007, by and among North
                  Pittsburgh Systems, Inc., Consolidated Communications Holdings,
                  Inc. and
                  Fort Pitt Acquisition Sub Inc.*
  4.1
              Amendment
                  No. 1 to Rights Agreement, dated as of July 1, 2007, between North
                  Pittsburgh Systems, Inc. and Wells Fargo Bank Minnesota, N.A.,
                  as Rights
                  Agent.
  10.1
              Form
                  of Indemnification Agreement.
  *Schedules
        to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2)
        of Regulation S-K.  The Company agrees to furnish supplementally a
        copy of any omitted schedule to the Securities and Exchange Commission upon
        request.