=============================================================================== 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): FEBRUARY 2, 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 (Zip code) executive offices) 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)) 1TABLE OF CONTENTS Item 8.01 Other Events Signatures Exhibit Index Ex-99.1: Press release dated December 9, 2004 Ex-99.2: Press release dated February 2, 2005 2 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 8.01. OTHER EVENTS On December 9, 2004 ORMAT Technologies, Inc. received a purchase order (the "Purchase Order") valued at approximately $16.9 million for the supply of 102 remote power units for Communications and Cathodic Protection along a pipeline on the Sakhalin Island in the Russian Federation. As the Registrant announced on December 9, 2004, the order remained subject to final approval by the customer. On January 28, 2005 the customer rendered final approval and the Purchase Order became a definitive agreement. Delivery of the units is expected to take place between August 2005 and March 2006, with revenue expected to be realized during this time. The information furnished pursuant to this Item 8.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. 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: February 2, 2005 4 EXHIBIT INDEX 4Exhibit Number Description ------- ----------- 99.1 Press Release of Registrant dated November 24, 2004. 99.2 Press Release of Registrant dated February 2, 2005.
[ORMAT LOGO OMITTED] PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Ormat Technologies Contact: Investor Relations Contact Dita Bronicki Jeff Corbin/Lee Roth CEO and President KCSA Worldwide +1-775-356-9029 212-896-1214/212-8961209 dbronicki@ormat.com jcorbin@kcsa.com/lroth@kcsa.com ------------------- ------------------------------- ORMAT TECHNOLOGIES RECEIVES $16.9 MILLION PURCHASE ORDER FOR REMOTE POWER UNITS SPARKS, NEVADA, DECEMBER 9, 2004 -- ORMAT Technologies, Inc. (NYSE: ORA) today announced that it has received a purchase order valued at approximately $16.9 million to supply 102 remote power units for Communications and Cathodic Protection along a pipeline on the Sakhalin Island in the Russian Federation. The order is subject to final approval by the end customer, which is expected to be received by the end of December 2004. Delivery of the units is expected to take place between August 2005 and March 2006, with revenue expected to be realized during this time. Lucien Y. Bronicki, Chairman of the Board and Chief Technology Officer of Ormat Technologies, said, "We are very pleased that, in selecting our remote power units, the Sakhalin Island in the Russian Federation has recognized the value of Ormat's products and the experience and reputation of our Company. In 1976, 122 of these remote power units were installed along the Trans-Alaska Pipeline. These units are still in operation today, which demonstrates the superior quality and longevity of our products as well as the fact that they are still being accepted for similar application in other areas of the world. While we are successful from time to time in securing orders for highly visible projects, we view today's purchase order as an endorsement of the continued strength and success of Ormat's remote power units." Ormat's Remote Power Units are fossil fuel powered, hermetically sealed turbo-generators with a capacity ranging between 200 watts and 5,000 watts, which operate unattended in extreme climate conditions, whether hot or cold. The remote power units supply electrical power for communication equipment, SCADA and cathodic protection in remote unmanned installations along gas and oil pipelines, offshore platforms and telecom repeaters. 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 and also designs, develops and builds and plans to own and operate, recovered energy-basedpower plants. Additionally, the company designs, manufactures and sells geothermal and recovered energy power units and other power generating equipment and provides related services. Founded in 1994, the company currently has operations in the United States, Israel, Guatemala, Kenya, Nicaragua and the Philippines. 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 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 Prospectus filed with the Securities and Exchange Commission on November 12, 2004. 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. ###
[ORMAT LOGO OMITTED] PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Ormat Technologies Contact: Investor Relations Contact Dita Bronicki Jeff Corbin/Lee Roth CEO and President KCSA Worldwide +1-775-356-9029 212-896-1214/212-8961209 dbronicki@ormat.com jcorbin@kcsa.com/lroth@kcsa.com ------------------- ------------------------------- ORMAT TECHNOLOGIES RECEIVES THE END CUSTOMER FINAL APPROVAL FOR $16.9 MILLION PURCHASE ORDER FOR REMOTE POWER UNITS SPARKS, NEVADA, FEBRUARY 2, 2005 -- ORMAT Technologies, Inc. (NYSE: ORA) today announced that the customer rendered final approval of the Purchase Order valued at approximately $16.9 million, for the supply of 102 remote power units for Communications and Cathodic Protection along a pipeline on the Sakhalin Island in the Russian Federation, as described in the press release dated December 9, 2004, and the Purchase Order became a definitive agreement. 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 and 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. Founded in 1994, the company currently has operations in the United States, Israel, Guatemala, Kenya, Nicaragua and the Philippines. 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 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 Prospectus filed with the Securities and Exchange Commission on November 12, 2004. 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. ###