================================================================================ 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: OCTOBER 3, 2005 ORMAT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Commission File No. 001-32347 Delaware No. 88-0326081 (State of Incorporation) (I.R.S. Employer Identification No.) 980 Greg Street, Sparks, Nevada 89431 (Address of principal executive offices) (Zip code) Not Applicable (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)) -1-TABLE OF CONTENTS Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Signatures Exhibit Index Exhibit 99.1 Ex-99.1 Press Release -2- INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) On September 30, 2005, Edward Muller informed the Company of his resignation from the Board of Directors to assume the position of Chairman of the Board, President and CEO of Mirant Corporation. A copy of the Registrant's press release in connection with the above, dated October 3, 2005, is furnished as Exhibit 99.1 to this report on Form 8-K and is 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: 99.1 Press release of the Registrant dated October 3, 2005. 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 Company'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 Factors" as described in the Company's Annual Report on Form 10-K/A for the fiscal year ending December 31, 2004, filed with the Securities and Exchange Commission on April 12, 2005. 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. -3- 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 Yehudit Bronicki Chief Executive Officer Date: October 3, 2005 -4- EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release of Registrant dated October 3, 2005
PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Ormat Technologies Contact: Investor Relations Contact Dita Bronicki Jeff Corbin/Todd Fromer CEO and President KCSA Worldwide +1-775-356-9029 212-896-1214/212-896-1215 dbronicki@ormat.com jcorbin@kcsa.com/tfromer@kcsa.com Ormat Technologies, Inc. Announces Departure of Ed Muller from Board of Directors Search Has Begun for New Independent Director SPARKS, NEVADA, OCTOBER 3, 2005 - Ormat Technologies, Inc. (NYSE: ORA) today announced the departure of Edward Muller, a member of the Company's Board, effective September 30, 2005. Mr. Muller announced that he has been appointed Chairman of the Board, President and CEO of Mirant, an energy corporation. As a result of his new appointment, Mr. Muller has resigned from various directorship positions, including his position on the Company's Board, in order to focus on his new duties at Mirant. The Company has already begun the search for a qualified new independent director. Commenting on Mr. Muller's resignation, Dita Bronicki, President and Chief Executive Officer of Ormat Technologies, said, "Ed Muller has made a dedicated and valuable contribution to Ormat's Board. On behalf of everyone at Ormat, I would like to thank him for all of his work and wish him continued success in his new position." ABOUT ORMAT TECHNOLOGIES Ormat Technologies, Inc. is a vertically integrated company primarily engaged in the geothermal and recovered energy power business. The Company designs, develops, builds, owns and operates geothermal power plants. It also designs, develops and builds, and plans to own and operate, recovered energy-based power plants. Additionally, the Company designs, manufactures and sells geothermal and recovered energy power units and other power generating equipment, and provides related services. Ormat products and systems are covered by more than 70 patents. Ormat currently has operations in the United States, Israel, the Philippines, Guatemala, Kenya, and Nicaragua. 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" asdescribed in Ormat's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 12, 2005. 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. # # #