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): April 30, 2014

 

Ormat Technologies, Inc.

 

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

Delaware
(State or Other Jurisdiction of Incorporation)

001-32347
(Commission File Number)

No. 88-0326081
(I.R.S. Employer Identification No.)

 

 

 

 

 

6225 Neil Road, Reno, Nevada
(Address of Principal Executive Offices)

 

89511-1136
(Zip Code)

 

(775) 356-9029
(Registrant's Telephone Number, Including Area Code)

 

 

Not Applicable

(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)

 

   

☐

 

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))

 

 

 

 

 

 
 
 

 

 

TABLE OF CONTENTS

 

Item 8.01     Other Events.

 

On April 30, 2014, the Company issued a press release announcing that it is exploring a potential sale of a minority investment in a few of its power plants located in the United States to institutional investors, with the Company continuing to consolidate and operate such plants. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference herein.

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit 99.1

Press release of the Company dated April 30, 2014.

 

 

 

 
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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.

 

 

 

 

Ormat Technologies, Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/  Yehudit Bronicki

 

 

 

Name:  Yehudit Bronicki

 

 

 

Title:    Chief Executive Officer

 

 

 

 

 

 

Date: May 1, 2014

 

 

 
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EXHIBIT INDEX

 

 

 

Exhibit

Number


Description of Exhibit

 
     
     

99.1

Press release of the Company dated April 30, 2014.

 

 

 

 

 

4

 

Exhibit 99.1

 

PRESS RELEASE

 

 

 

Ormat Technologies Contact:

Investor Relations Contact:

Dita Bronicki

Rob Fink/Brad Nelson

CEO

KCSA Strategic Communications

775-356-9029

212-896-1206 (Fink)/212-896-1217 (Nelson)

dbronicki@ormat.com

rfink@kcsa.com / bnelson@kcsa.com

 

 

 

Ormat Technologies Explores Potential Minority Investment in a Few of its U.S. Power Plants

 

(RENO, Nev.) April 30, 2014, With reference to reports appearing in the international media today, Ormat Technologies, Inc. (NYSE: ORA) clarified that, as part of a previously-announced ongoing strategic planning review, it continues to explore, with the assistance of an investment bank recently engaged for this matter, a possible transaction, whereby the Company might sell a minority stake of up to 49% in a small number of its power plants located in the U.S. to one or more institutional investors, with the Company continuing to consolidate and operate such plants.

 

The process is still in an early stage and no binding investment offers have been received. As such, there can be no assurance as to whether this process will lead to any such investments, the timing thereof and, if consummated, what the terms would be, including the terms of any securities that might be issued or valuation of the plants.

 

The Company does not intend to make any further comment, or respond to any inquiries, until a binding agreement, if any, is reached with respect to such transaction.

 

About Ormat Technologies, Inc.

 

With over four decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company solely engaged in geothermal and recovered energy generation (REG). The company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter - a power generation unit that converts low-, medium- and high-temperature heat into electricity. With over 77 U.S. patents, Ormat's power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 480 employees in the United States and about 640 overseas. Ormat's flexible, modular solutions for geothermal power and REG are ideal for the vast range of resource characteristics. The company has engineered, manufactured and constructed power plants, which it currently owns or has installed to utilities and developers worldwide, totaling over 1,750 MW of gross capacity. Ormat's current generating portfolio of 626 MW (net) is spread globally in the U.S., Guatemala and Kenya.

 

 

 
 
 

 

Ormat’s Safe Harbor Statement

 

Information provided in this press release 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 Ormat’s plans, objectives and expectations for future operations and are based upon its 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 Factors" as described in Ormat Technologies, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2013.

 
These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

This release is not an offer to sell, or the solicitation of an offer to by, any securities. Any such an offer, if made, will be made only in accordance with all applicable securities laws and regulations.

 

 

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