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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 30, 2007
ORMAT TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 001-32347
Delaware No. 88-0326081
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(State of Incorporation) (I.R.S. Employer
Identification No.)
6225 Neil Road, Suite 300, Reno, Nevada 89511
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(Address of principal executive offices) (Zip code)
Not Applicable
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(Former name or former address, if changed since last report)
Registrant's telephone number, including area code: (775) 356-9029
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):
|_| 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))
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TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement 3
Item 8.01 Other Events 3
Item 9.01 Financial Statements and Exhibits 3
Signatures
Exhibit Index
Exhibit 99.1
Ex-1.1 Amendment No. 1 to Subscription Agreement
Ex-99.1 Press Release
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 25, 2007, Ormat Technologies, Inc. (the "Company") and its
parent entity, Ormat Industries Ltd., entered into an amendment (the
"Amendment") to the Subscription Agreement dated October 23, 2007 between the
parties, relating to the sale of unregistered stock by the Company to Ormat
Industries Ltd in a transaction complying with the requirements of Regulation S
under the Securites Act of 1933, as amended (the "Securities Act").
Pursuant to the Amendment, the number of shares of common stock sold in
the transaction was reduced from 1,105,044 shares (as initially provided in the
Subscription Agreement) to 381,254, in order to ensure compliance with rules of
the New York Stock Exchange. All other terms and conditions of the transaction,
including the price per share paid by Ormat Industries Ltd, remain as provided
in the Subscription Agreement.
The foregoing description of the Amendment is qualified in its entirety
by reference to the Amendment attached hereto as Exhibit 1.1 and incorporated by
reference herein.
Item 8.01. OTHER EVENTS.
On October 26, 2007, the Company issued a press release announcing the
closing of the sale of 3,000,00 shares of the Company's common stock in a public
offering. The press release also announced the separate closing of the Company's
unregistered sale of 381,254 shares of the Company's common stock to its parent
company, Ormat Industries Ltd, in a transaction complying with the requirements
of Regulation S under the Securities Act.
A copy of the press release announcing the closing of the public
offering and the unregistered sale is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
The following exhibits are furnished as part of this report on Form 8-K:
1.1 Amendment No. 1 to Subscription Agreement, dated October 25, 2007,
between the Company and Ormat Industries Ltd.
99.1 Press release dated October 26, 2007.
SAFE HARBOR STATEMENT
Information provided in this report on Form 8-K may contain statements
relating to current expectations, estimates, forecasts and projections about
future events that are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Registrant's plans, objectives and expectations for
future operations and are based upon management's current estimates and
projections of future results or trends. Actual future results may differ
materially from those projected as a result of certain risks and uncertainties.
For a discussion of such risks and uncertainties, see "Risk
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Factors" as described in the Registrant's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 12, 2007 and the Prospectus
Supplement filed with the Securities and Exchange Commission on October 23,
2007.
These forward-looking statements are made only as of the date hereof,
and the Registrant undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
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.
ORMAT TECHNOLOGIES, INC.
(Registrant)
By: /s/ Yehudit Bronicki
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Yehudit Bronicki
Chief Executive Officer
Date: October 30, 2007
