Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
North Pittsburgh Systems, Inc.
(Name of Registrant as Specified in Its Charter)
Phillip Goldstein
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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previous filing by registration statement number, or the Form or
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PROXY STATEMENT OF THE NORTH PITTSBURGH SYSTEMS SHAREHOLDER
COMMITTEE IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF NORTH PITTSBURGH SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on July --, 2007)
The North Pittsburgh Systems Shareholder Committee, a committee
comprised of certain stockholders of North Pittsburgh Systems,
Inc. ("NPSI") is sending this proxy statement and the enclosed
GREEN proxy card to stockholders of record as of June --, 2007
(the "Record Date") of NPSI. We are soliciting a proxy to vote
your shares at the Annual Meeting of Shareholders of NPSI (the
"Meeting"). Please refer to the board of directors' proxy
soliciting material for additional information concerning the
Meeting and the matters to be considered by stockholders
including the election of directors. This proxy statement and
the enclosed GREEN proxy card are first being sent to
stockholders of NPSI on or about June --, 2007.
INTRODUCTION
The only matter that the board has scheduled for a vote at the
Meeting is the election of seven directors. We intend to
nominate two persons for election as directors and to introduce
a proposal that the poison pill be waived for a cash offer for
all shares of NPSI. We are soliciting a proxy to vote your
shares FOR the election of our two nominees and FOR our anti-
poison pill proposal.
How Proxies Will Be Voted
If you wish to vote FOR the election of our two nominees and/or
to vote on our anti-poison pill proposal, you may do so by
completing and returning a GREEN proxy card. If you return a
GREEN proxy card to us or to our agent, your shares will be
voted on each matter as you indicate. If you do not indicate
how your shares are to be voted on a matter, they will be voted
FOR the election of our nominees, FOR the election of the five
incumbents named below and FOR our anti-poison pill proposal.
If you return a GREEN proxy card, you will be granting the proxy
holder(s) discretionary authority to vote on any other matters
that may come before the Meeting including matters relating to
the conduct of the Meeting.
Voting Requirements
The presence in person or by proxy of more than 50% of NPSI's
outstanding shares constitutes a quorum. If a quorum is
present, the seven nominees receiving the greatest number of
votes cast will be elected directors. The anti-poison pill
proposal requires the affirmative vote of a majority of the
votes cast for or against it for approval. Abstentions and
broker non-votes are not treated as votes cast and thus will
have no effect on approval of the anti-poison pill proposal.
Revocation of Proxies
You may revoke any proxy prior to its exercise by (i) delivering
a written revocation of your proxy to us at the Meeting; (ii)
executing and delivering to us a later dated proxy; or (iii)
voting in person at the Meeting. (Attendance at the Meeting will
not in and of itself revoke a proxy.) There is no limit on the
number of times you may revoke your proxy prior to the Meeting.
Only your latest dated proxy will be counted.
Information Concerning the Soliciting Shareholder
The North Pittsburgh Systems Shareholder Committee is the
soliciting person. Bulldog Investors, Santa Monica Partners LP
and Monarch Activist Partners LP comprise the Committee. As of
June -- 2007, the Committee's members and their affiliates
beneficially owned ---------- shares of NPSI, all of which were
purchased since March 24, 2006. Andrew Dakos, one of our
nominees, is a principal of Bulldog Investors.
REASONS FOR THE SOLICITATION
We believe that changes in the telecommunications industry have
diminished NPSI's ability to continue to operate effectively as
an independent telephone company and that a sale of NPSI is
inevitable. We believe NPSI can be sold now for a nice premium
above the current market price. As time passes, it will likely
fetch a lower price. We have attempted to communicate this
prospect to the board but it is apparently in denial.
Consequently, we have determined to elect two directors to the
board and to propose that NPSI's poison pill be waived for a
cash offer to acquire all the shares of NPSI.
PROPOSAL 1: ELECTION OF DIRECTORS
The seven candidates receiving the greatest number of votes will
be elected directors. At the Meeting, we intend to nominate two
persons, Peter Saulnier and Andrew Dakos. Unless instructed
otherwise, we will vote any proxies given to us for their
election. We also intend, unless instructed otherwise, to vote
any proxies given to us for the election of the following
incumbent directors if they are nominated: Dr. Charles E. Cole,
Frederick J. Crowley, Stephen G. Kraskin, David E. Nelsen, and
Charles E. Thomas, Jr. We will not vote any proxies for Harry
R. Brown or Allen P. Kimble if they are nominated. Mr. Brown
and Mr. Kimble are senior executives of NPSI. We think they
should not serve as directors because they are conflicted. If
our nominees are elected, there is no assurance that any of the
other directors will remain on the board.
Please refer to NPSI's proxy soliciting material for additional
information concerning the election of directors.
Our Nominees are:
Peter Saulnier (born 1961) 555 Spring Valley Road Morristown, NJ
07960. Mr. Saulnier is Managing Partner of Harding Capital LLC
a financial advisory firm focused on emerging and middle market
companies in technology, telecommunications, manufacturing and
consumer products, which he founded in 1999. Mr. Saulnier was
Senior Vice President and Chief Financial Officer of Country
Road Communications, LLC ("Country Road") from 2000 to 2005.
Since its formation in 2000, Country Road has acquired and
managed five ILECs in Maine, California, Massachusetts and West
Virginia and started a CLEC and wholesale telecommunications
business in Maine. From 1983 to 1999 Mr. Saulnier held
positions in investment banking and mergers and acquisitions at
several firms including Smith Barney, Bear Stearns and SG Cowen.
Mr. Saulnier has a BA degree in Political Economy from Williams
College and an MBA from Tuck School of Business at Dartmouth
where he was elected an Edward Tuck Scholar.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite 750,
Saddle Brook, NJ 07663. Mr. Dakos is a principal of the general
partner of five investment partnerships in the Bulldog Investors
group of funds: Opportunity Partners L.P., Opportunity Income
Plus Fund L.P., Full Value Partners L.P., Full Value Offshore
Ltd., and Full Value Special Situations Fund L.P. He has been a
director of the Mexico Income and Equity Fund since 2001 and
Brantley Capital Corp. since 2007. He has also been a director
of UVitec Printing Ink, Inc, a privately held manufacturing
company, since 2001.
Neither Mr. Saulnier nor Mr. Dakos personally owns any shares of
NPSI. Mr. Dakos is a principal of the general partners of
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
Full Value Special Situations Fund L.P., Full Value Offshore
Ltd., and Full Value Partners L.P. which beneficially own a
total of ______ shares. Each of our nominees has consented to
be named in the proxy statement as a nominee and to serve as a
director if elected. Neither of our nominees has any
arrangement or understanding with any person with respect to any
future employment by NPSI nor do we know of any material
conflicts of interest that would prevent either of them from
acting in the best interest of NPSI.
PROPOSAL 2: IN THE EVENT A CASH OFFER IS MADE FOR ALL SHARES OF
NPSI, THE POISON PILL SHALL BE WAIVED.
In the event of a cash offer for all shares of NPSI, each
shareholder should be able make his or her own decision to
accept or reject the offer. A poison pill prevents shareholders
from making that decision. This proposal is precatory. Unless
otherwise instructed, your proxy will be voted FOR this
proposal.
PARTICIPANTS
Each person or entity named in this section may be deemed a
participant in this solicitation.
Full Value Partners L.P., which owns _______ shares of NPSI, is
a fund in the Bulldog Investors group of private investment
funds. Phillip Goldstein, who owns ______ shares and whose
address is 60 Heritage Drive, Pleasantville, NY 10570 and Andrew
Dakos are principals of Bulldog Investors and each fund in the
Bulldog Investors group. Other funds in the Bulldog Investors
group that own shares of NPSI are Opportunity Partners L.P.
(_______ shares); Opportunity Income Plus Fund L.P. (_______
shares); Full Value Special Situations Fund L.P. (_______
shares); and Full Value Offshore Ltd (_______ shares). The
address of Mr. Dakos, Bulldog Investors and each fund in the
Bulldog Investors group is Park 80 West, Plaza Two, Saddle
Brook, NJ 07663. Other clients advised by Mr. Goldstein and
Mr. Dakos own a total of _______ shares of NPSI.
Santa Monica Partners Opportunity Fund, L.P., Santa Monica
Partners L.P., and Santa Monica Partners II L.P. are private
investment funds advised by Lawrence J. Goldstein. The address
of each of these entities is 1865 Palmer Avenue, Larchmont, New
York 10538 and they own a total of ________ shares of NPSI.
Monarch Activist Partners L.P., which owns _______ shares of
NPSI, is a private investment fund advised by James Chadwick and
Sohail Malad. The address of each of these entities is 4510
Executive Drive, Suite # 200, San Diego, CA 92121. In addition,
other clients of Mr. Chadwick and Mr. Malad own _______ shares.
All of the shares owned by the aforementioned entities were
acquired since March 17, 2006. The aggregate number of shares
they have purchased is _______ and the aggregate number of
shares they have sold is __________.
THE SOLICITATION
The North Pittsburgh Systems Shareholder Committee is making
this solicitation. Persons affiliated with or employed by us or
our affiliates may assist us in the solicitation of proxies.
Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward this proxy statement
and the enclosed GREEN proxy card to the beneficial owners of
common shares for whom they hold shares of record. We will
reimburse these organizations for their reasonable out-of-pocket
expenses.
Initially, we will bear all of the expenses related to this
proxy solicitation. Because we believe that all NPSI
shareholders will benefit from this solicitation, we intend to
seek reimbursement of our expenses from NPSI. Shareholders will
not be asked to vote on the reimbursement of our solicitation
expenses which we estimate will be $50,000. There is no
arrangement or understanding involving us or any of our
affiliates relating to future employment by or any future
transaction with NPSI or any of its affiliates.
DATED: June --, 2007
PROXY CARD
Proxy Solicited In Opposition To the Board of Directors of North
Pittsburgh Systems, Inc. by the North Pittsburgh Systems
Shareholder Committee for the Annual Meeting of Shareholders
The undersigned hereby appoints Rajeev Das, Andrew Dakos and
Phillip Goldstein and each of them, as the undersigned's
proxies, with full power of substitution, to attend the Annual
Meeting of Shareholders of North Pittsburgh Systems, Inc.
("NPSI") on July --, 2007, (the "Meeting"), and any adjourned or
postponed Meeting, and to vote on all matters that come before
the Meeting the number of shares that the undersigned would be
entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate
[ ].)
1. ELECTION OF SEVEN CLASS I DIRECTORS
[ ] FOR PETER SAULNIER [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
Note: unless otherwise indicated this proxy will be voted for
the following persons:
[ ] FOR Dr. Charles E. Cole [ ] WITHHOLD AUTHORITY
[ ] FOR Frederick J. Crowley [ ] WITHHOLD AUTHORITY
[ ] FOR Dr. Stephen G. Kraskin [ ] WITHHOLD AUTHORITY
[ ] FOR Dr. David E. Nelsen, [ ] WITHHOLD AUTHORITY
[ ] FOR Charles E. Thomas, Jr. [ ] WITHHOLD AUTHORITY
2. IN THE EVENT A CASH OFFER IS MADE FOR ALL SHARES OF NPSI, THE
POISON PILL SHALL BE WAIVED.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of each nominee named above in Proposal 1 and FOR
Proposal 2. The undersigned hereby acknowledges receipt of the
proxy statement dated June --, 2007 of The North Pittsburgh
Systems Shareholder Committee and revokes any proxy previously
executed. (Important - Please be sure to enter date.)
SIGNATURE(S)____________________ Dated: _______________