North Pittsburgh Systems Inc - Current report filing (8-K)
20 October 2007 - 4:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8K
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)
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0-13716
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25-1485389
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(Commission File Number)
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(IRS Employer Identification No.)
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4008 Gibsonia Road
Gibsonia, PA
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15044-9311
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(Address of principal executive offices)
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(Zip Code)
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(724) 443-9600
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a)
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Amendment to Articles of Incorporation.
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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 Corporations Articles of Incorporation. Article 11 provides that shares of the Corporations 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 Corporations 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 Corporations 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 Corporations 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.
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Financial Statements and Exhibits
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Exhibit
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Description
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3(i).1
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Articles of Amendment of North Pittsburgh Systems, Inc. filed in the Pennsylvania Department of State on October 17, 2007.
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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.
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North Pittsburgh Systems, Inc.
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(Registrant)
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Date: October 19, 2007
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/s/ Matthew D. Poleski
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Matthew D. Poleski
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Vice President, Treasurer and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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3(i).1
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Articles of Amendment of North Pittsburgh Systems, Inc. filed in the Pennsylvania Department of State on October 17, 2007.
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