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:




o
            Written
                communications pursuant to Rule 425 under the Securities
                Act




o
            Soliciting
                material pursuant to Rule 14a–12 under the Exchange
                Act




o
            Pre-commencement
                communications pursuant to Rule 14d–2(b) under the Exchange
                Act




o
            Pre-commencement
                communications pursuant to Rule 13e–4(c) under the Exchange
                Act







**Item
      1.01.  Entry into a Material Definitive
      Agreement**




***Executive
      Employment Agreements.***  The Board of Directors of North
      Pittsburgh Systems, Inc., a Pennsylvania corporation (the “Company”), and the
      Board of Directors of North Pittsburgh Telephone Company, a Pennsylvania
      corporation and a wholly owned subsidiary of the Company (“NPTC”), upon the
      recommendation of the Company’s Compensation Committee, on July 1, 2007
      authorized employment agreements (collectively, the “Employment Agreements” and
      each an “Employment Agreement”) with each of the Company’s seven executive
      officers.  The Company, NPTC and the executives have since entered
      into such Employment Agreements, each dated July 1, 2007.  Employment
      agreements between NPTC and most of these executives were in place before July
      1, 2007; the new Employment Agreements replace those prior
      agreements.




The
      new Employment Agreements all
      provide that they terminate on March 31, 2008.  They also provide that
      NPTC will (a) include the executive as a participant in each of NPTC’s salaried
      employees’ benefit programs and provide to the executive benefits thereunder no
      less favorable to the executive than the benefits that were provided to the
      executive under each such plan on May 31, 2007, (b) provide the executive with
      use of an automobile and (c) provide the executive with certain amounts of
      life
      insurance.  They also provide that the Company will maintain an
      executive bonus plan and include the executive as a participant in such
      executive bonus plan.




The
      Employment Agreements provide that
      NPSI may assign the executive to a different position having different
      responsibilities and duties, but that prior to the occurrence of a Change of
      Control (as defined in the Employment Agreements) any such different position
      shall be an executive office with responsibilities and duties equal to or
      greater than those provided for in the executive’s Employment Agreement and the
      Schedule A attached thereto.  The Employment Agreements provide that
      the executive may terminate his employment upon not less than thirty (30) days’
notice and that NPTC may terminate the executive’s employment at any
      time.  The Employment Agreements provide, further, however, that, if
      NPTC terminates the executive’s employment other than for “just or good cause”
(as described in the Employment Agreements), NPTC shall pay to the executive
      a
      severance amount equal to the executive’s then current annual base salary that
      would be payable to the executive for the balance of the term of the Employment
      Agreement, provided that such severance amount shall not be more than 250%,
      nor
      less than 125%, of the executive’s then current annual base salary.




The
      Employment Agreements with Kevin J.
      Albaugh, N. William Barthlow, Allen P. Kimble, Frank A. Macefe and Albert W.
      Weigand are substantially identical except for the name of the particular
      executive, the date of the Extension of Amended and Restated Executive
      Employment Agreement and Retention Payment Program that the executive and NPTC
      entered into in 2003, the executive’s salary and titles and the Schedule A that
      describes the general responsibilities of the executive.  Conformed
      copies of the Employment Agreements with Messrs. Albaugh, Barthlow, Kimble,
      Macefe and Weigand are attached to this Form 8-K as Exhibits 10.1, 10.2, 10.3,
      10.4 and 10.5, respectively.




The
      Employment Agreement with Matthew
      D. Poleski, now Vice President, Treasurer and Chief Financial Officer of the
      Company, differs from the Employment Agreements with







Messrs.
      Albaugh, Barthlow, Kimble, Macefe and Weigand with respect to salary, titles
      and
      the Schedule A description of general responsibilities and also with respect
      to
      the fact that neither the Company nor NPTC previously had entered into an
      employment agreement with Mr. Poleski.  A conformed copy of the
      Employment Agreement with Mr. Poleski is attached as Exhibit 10.6 to this Form
      8-K.




The
      Employment Agreement with Harry R.
      Brown, President and Chief Executive Officer of the Company, differs from the
      Employment Agreements with Messrs. Albaugh, Barthlow, Kimble, Macefe and Weigand
      with respect to salary, titles and the Schedule A description of general
      responsibilities and also with respect to the facts that (a) the previous
      employment agreement between NPTC and Mr. Brown had expired and (b) the
      Employment Agreement with Mr. Brown provides that if Mr. Brown dies before
      he
      retires from his employment with NPTC, NPTC will pay for Mr. Brown’s wife’s
      benefit the actuarial difference between (i) the aggregate benefits payable
      under the North Pittsburgh Telephone Company Retirement Plan and the North
      Pittsburgh Telephone Company Retirement Income Restoration Plan if Mr. Brown
      had
      retired as of the date of his death and (ii) the aggregate benefits payable
      under such Plans as a result of his death while still employed with NPTC under
      the Employment Agreement.  A conformed copy of the Employment
      Agreement with Mr. Brown is attached as Exhibit 10.7 to this Form
      8-K.




The
      Employment Agreements do not
      continue certain provisions relating to payments after a change of control
      that
      were in the prior employment agreements.  The employment agreements
      that were in place between NPTC and most of these executives before July 1,
      2007
      provided that if, after the occurrence of a Change of Control (as defined in
      those agreements) of NPTC or the Company but before the expiration of the
      agreement, NPTC or its successor were to terminate the executive’s employment
      other than for “Cause” (as defined in those prior agreements) or the executive
      were to terminate his employment after NPTC or its successor sought to terminate
      or substantially breach the employment agreement or take certain other actions
      with respect to the executive’s employment, duties, privileges or geographic
      location, NPTC would be obligated to make to the executive a one time lump
      sum
      severance payment equal to two times the executive’s then current annual base
      salary.  Those prior agreements also provided that if any benefit or
      payment by the Company, NPTC or any other subsidiary of the Company to the
      executive were determined pursuant to Section 280G of the Internal Revenue
      Code
      of 1986, as amended (the “Code”), to be an “excess parachute payment” subject to
      the excise tax imposed by Section 4999 of the Code, NPTC would make to the
      executive an additional payment (a “gross-up” payment) that would in effect
      fully reimburse the executive on an after-tax basis for all of such excise
      tax.  The new Employment Agreements contain no provisions comparable
      to those severance payment and gross-up provisions of the prior employment
      agreements.




The
      foregoing description of the
      Employment Agreements does not purport to be complete and is qualified in its
      entirety by reference to the full text of the copies of the Employment
      Agreements filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 hereto,
      which are incorporated herein by reference.


2




***2007
      Executive Officers Bonus Plan.***  Upon the recommendation
      of the Company’s Compensation Committee, the Board of Directors of the Company
      on July 1, 2007 adopted the North Pittsburgh Systems, Inc. 2007 Executive
      Officers Bonus Plan (the “2007 Bonus Plan”).




The
      maximum amount potentially payable
      under the 2007 Bonus Plan is equal to 20% of the aggregate total base salaries
      paid throughout 2007 to the qualifying participants, who are the President
      and
      Vice Presidents of the Company and presently consist of seven (7)
      individuals.  Based on the salaries paid to the qualifying
      participants through June 30, 2007 and their current base salaries, the maximum
      aggregate bonus amount under the 2007 Bonus Plan for all participants is
      expected to be $345,070.  Bonuses awarded (if any) are distributed
      equally among all qualifying participants, subject to certain terms and
      conditions as provided in the 2007 Bonus Plan.




The
      payment of any bonus under the 2007
      Bonus Plan is contingent upon the Company’s shareholders receiving dividends
      during 2007 of not less than $.80 per share.




Awards
      under the 2007 Bonus Plan are to
      be determined based upon performance objectives determined by the Board of
      Directors upon the recommendation of the Company’s Compensation
      Committee.  The Board of Directors on July 1, 2007 adopted objectives
      of successful completion of NPTC’s Fiber-to-the-Node Project, increases in multi
      megabit broadband products and the successful completion of the first phase
      of
      the migration of NPTC’s IT system to a new data center provider.




The
      description above of the 2007 Bonus
      Plan reflects terms of the 2007 Bonus Plan assuming the 2007 Bonus Plan is
      in
      effect for a full calendar year.  The bonus amounts to be awarded if a
      Change of Control (as defined in the 2007 Bonus Plan) occurs before December
      31,
      2007 would be calculated and paid pursuant to paragraph 4(b) of the 2007 Bonus
      Plan.




The
      foregoing description of the 2007
      Bonus Plan does not purport to be complete and is qualified in its entirety
      by
      reference to the full text of the 2007 Bonus Plan filed as Exhibit 10.8 hereto,
      which is incorporated herein by reference.




***Shareholder
      Approval Bonus Plan.***  Upon the recommendation of the
      Company’s Compensation Committee, the Board of Directors of the Company on July
      1, 2007 also adopted the North Pittsburgh Systems, Inc. Shareholder Approval
      Bonus Plan (the “Shareholder Approval Bonus Plan”).




The
      Shareholder Approval Bonus Plan
      provides that, within thirty (30) days of the approval (as described in the
      Shareholder Approval Bonus Plan) by the shareholders of the Company of a
      Transformative Transaction, the Company shall pay $975,000 (net of applicable
      withholding and payroll taxes) to each of:




Kevin
                J. Albaugh
            Frank
                A. MacefeN.
                William Barthlow
            Matthew
                D. PoleskiHarry
                R. Brown
            Albert
                W. WeigandAllen
                P. Kimble




3




if
      such
      person is a full-time employee of the Company and/or one or more of the
      Company’s subsidiaries on the date such Transformative Transaction is so
      approved by the shareholders of the Company.  The individuals named in
      the list above are referred to in the Shareholder Approval Bonus Plan as the
      “Participants”.




The
      Shareholder Approval Bonus Plan
      provides that such payments are intended as (a) an incentive to the Participants
      to work together and to achieve the effective evaluation, negotiation,
      documentation and communication to the Board of Directors of the Company, the
      shareholders of the Company, regulators and others of the terms and conditions
      of offers regarding one or more Transformative Transactions and (b) a reward
      for
      the time and effort required to do so in addition to the time and effort
      required for their respective job duties.  The Shareholder Approval
      Bonus Plan further stipulates that payments under the Shareholder Approval
      Bonus
      Plan are not contingent on securing regulatory approval or the actual closing
      or
      completion of the Transformative Transaction and are not contingent upon a
      change of control as defined in Section 280G of the Internal Revenue Code of
      1986, as amended, or Treas. Reg. 1.409A-3.




The
      Shareholder Approval Bonus Plan
      also stipulates that no amount paid under such Plan shall be taken into account
      under the North Pittsburgh Telephone Company Retirement Plan, the North
      Pittsburgh Telephone Company Retirement Income Restoration Plan or any other
      compensation or benefit plan sponsored by the Company or any subsidiary of
      the
      Company.




The
      Shareholder Approval Bonus Plan
      defines “Transformative Transaction” as the first to occur of:


“(1)           Either
      (x) any Person [as defined in the Shareholder Approval Bonus Plan], other than
      the Company, a subsidiary of the Company or any employee benefit plan(s)
      sponsored by the Company or any subsidiary of the Company, agrees to acquire
      or
      acquires the Beneficial Ownership [as defined in the Shareholder Approval Bonus
      Plan], directly or indirectly, of securities of the Company entitling such
      Person to 50% or more of the Voting Power [as defined in the Shareholder
      Approval Bonus Plan] of the Company, or (y) any Persons agree to act together
      for the purpose of acquiring, holding, voting or disposing of securities of
      the
      Company, or to act in concert or otherwise with the purpose or effect of
      changing or influencing control of the Company in connection with or as holders
      of the Beneficial Ownership, directly or indirectly, of securities of the
      Company, in any case entitling such Person to 50% or more of the Voting Power
      of
      the Company; or


(2)           The
      agreement by any Person or Persons other than the Company and/or any of the
      Company’s subsidiaries to commence, or the commencement by any Person or Persons
      other than the Company and/or any of the Company’s subsidiaries, of a Tender
      Offer [as defined in the Shareholder Approval Bonus Plan] to acquire securities
      of the Company entitling the holders thereof to 50% or more of the Voting Power
      of the Company; or


(3)           The
      commencement by any Person or Persons other than the Company of, or agreement
      by
      any Person or Persons other than the Company to commence, a solicitation of
      proxies from shareholders of the Company for the purpose of electing or removing
      50% or more of the members of the Board or any class of the Board;
      or




4


(4)           The
      merger, consolidation, share exchange, division or sale or other disposition
      of
      stock or assets of the Company as a result of which the shareholders of the
      Company immediately prior to such transaction shall not hold, directly or
      indirectly, immediately following such transaction a majority of the Voting
      Power of (i) in the case of a merger or consolidation, the surviving or
      resulting corporation, (ii) in the case of a share exchange, the acquiring
      corporation or (iii) in the case of a division or a sale or other disposition
      of
      assets, each surviving, resulting or acquiring corporation which, immediately
      following the transaction, holds more than 50% of the consolidated assets of
      the
      Company immediately prior to the transaction;




provided
                that the Board of Directors of the Company by duly adopted resolution(s)
                shall have recommended such transaction to the shareholders of the
                Company
                or, if no vote of the shareholders of the Company is required in
                connection with such transaction, shall have approved such transaction;
                and provided, further, that (A) if securities beneficially
                owned by a Participant are included in determining the Beneficial
                Ownership of a Person referred to in clause (1) [above], (B) if the
                Participant is named pursuant to Item 2 of the Schedule 14D-1 (or
                the
                comparable provision of any similar successor filing requirement)
                required
                to be filed by the bidder making a Tender Offer referred to in clause
                (2)
                [above] or (C) if the Participant is a “participant” as defined in
                Instruction 3 to Item 4 of Schedule 14A under the 1934 Act (other
                than
                solely because the Participant is a director, officer or employee
                of the
                Company) in a solicitation referred to in clause (3) [above], then
                no
                Transformative Transaction with respect to the Participant shall
                be deemed
                to have occurred by reason of such
                event.”




The
      foregoing description of the
      Shareholder Approval Bonus Plan does not purport to be complete and is qualified
      in its entirety by reference to the full text of the Shareholder Approval Bonus
      Plan filed as Exhibit 10.9 hereto, which is incorporated herein by
      reference.




***North
      Pittsburgh Telephone Company Retirement Income Restoration
      Plan.***  The Board of Directors of NPTC on July 1, 2007
      adopted amendments to the North Pittsburgh Telephone Company Retirement Income
      Restoration Plan (the “Restoration Plan”).  The employees of NPTC currently
      eligible to participate in the Restoration Plan are Kevin J. Albaugh, N. William
      Barthlow, Harry R. Brown, Allen P. Kimble, Frank A. Macefe, Matthew D. Poleski
      and Albert W. Weigand.




Most
      of such amendments were to
      Sections 4.01 and 4.02 of the Restoration Plan.  These amendments
      provide that if the service of the participating executive (the “Participant”)
      ends for a reason that is not termination for “just or good cause” or “Cause” as
      defined in the Participant’s employment agreement or retirement or purely
      voluntary resignation, (a) the period of time remaining in the term of the
      Participant’s employment agreement will be included for purposes of calculating
      the Participant’s benefits under the Restoration Plan and (b) the age and
      service used for calculating the Participant’s benefits under the Restoration
      Plan will include the age and years of service of the Participant as specified
      in the Participant’s employment agreement or, if such age and service are not
      specified in the employment agreement, the age and service that the Participant
      would have attained at the end of the term of his employment
      agreement.  These amendments incorporate into the Restoration Plan
      provisions that were in the employment agreements that most of the Participants
      had with NPTC before those agreements were replaced with the Employment
      Agreements dated July 1, 2007 referred to above in this Form 8-K.  The
      amendments also specify how the compensation with which the terminated
      Participant is to be credited in respect of such credit for service through
      the
      term of his employment agreement is to


5




be
      determined for purposes of calculating the benefits to which the Participant
      is
      entitled under the Restoration Plan.




The
      amendments to the Restoration Plan
      also added explanatory language with respect to the early retirement incentive
      program that was implemented by amendments to the Restoration Plan in 2006
      and
      disclosed in the Company’s Form 8-K filed with the Securities and Exchange
      Commission on November 21, 2006.  The added explanatory language did
      not change the substantive provisions of such early retirement incentive
      program.  The amendments do clarify that a Participant cannot be
      credited with age or service enhancements pursuant to both such early retirement
      incentive program and also the provisions regarding termination of service
      without “just or good cause” or “Cause” that are summarized in the paragraph
      immediately above in this Form 8-K.




The
      amendments adopted on July 1, 2007
      also augmented Section 10.04 of the Restoration Plan to provide that in the
      event of a change in ownership or control of NPTC or the Company or a change
      in
      the ownership of NPTC’s assets (as such terms are defined in Treas. Reg. Sec.
      1.409A-3(i)), no amendment of the Restoration Plan can have the effect of
      reducing or eliminating the accrued benefits of any then Participant,
      eliminating any optional form of benefit or otherwise diminishing the
      Participant’s rights or entitlements, under the Restoration Plan.




The
      foregoing description of the
      amendments to the Restoration Plan does not purport to be complete and is
      qualified in its entirety by reference to the full text of the Restoration
      Plan
      as amended and restated effective as of July 1, 2007 filed as Exhibit 10.10
      hereto, which is incorporated herein by reference.




**Item
      9.01.  Exhibits**




10.1
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Kevin J. Albaugh, on the other
                  hand.
  10.2
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  N. William Barthlow, on the other
                  hand.
  10.3
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Allen P. Kimble, on the other hand.
  10.4
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Frank A. Macefe, on the other hand.
  10.5
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Albert W. Weigand, on the other
                  hand.
  6
  10.6
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Matthew D. Poleski, on the other
                  hand.
  10.7
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Harry R. Brown, on the other hand.
  10.8
              North
                  Pittsburgh Systems, Inc. 2007 Executive Officers Bonus
                  Plan.
   10.9
              North
                  Pittsburgh Systems, Inc. Shareholder Approval Bonus
                  Plan.
  10.10
                North
                      Pittsburgh Telephone Company Retirement Income Restoration
                      Plan as Amended
                      and Restated as of July 1,
                      2007.
 7




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 6,
                2007
            By:
            /s/
              Matthew D.
              PoleskiMatthew
              D.
              PoleskiVice
              President, Treasurer, and
              Chief Financial Officer  8




**INDEX
      TO****EXHIBITS**




**Exhibit** **Number**
              **Description**
  10.1
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Kevin J. Albaugh, on the other
                  hand.
  10.2
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  N. William Barthlow, on the other
                  hand.
  10.3
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Allen P. Kimble, on the other hand.
  10.4
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Frank A. Macefe, on the other hand.
  10.5
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Albert W. Weigand, on the other
                  hand.
  10.6
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Matthew D. Poleski, on the other
                  hand.
  10.7
              Executive
                  Employment Agreement dated July 1, 2007 by and between North Pittsburgh
                  Telephone Company and North Pittsburgh Systems, Inc., on the one
                  hand, and
                  Harry R. Brown, on the other hand.
  10.8
              North
                  Pittsburgh Systems, Inc. 2007 Executive Officers Bonus
                  Plan.
  10.9
              North
                  Pittsburgh Systems, Inc. Shareholder Approval Bonus
                  Plan.
  10.10               North
        Pittsburgh Telephone Company Retirement Income Restoration Plan as Amended
        and
        Restated as of July 1, 2007.






9