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: May 22, 2012
Ormat Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of Incorporation)
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001-32347
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No. 88-0326081
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6225 Neil Road, Reno, Nevada
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89511-1136
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(Address of Principal Executive Offices)
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(Zip Code)
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(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)
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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))
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TABLE OF CONTENTS
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c) On May 22, 2012, Lucien Bronicki, David Wagener and Roger W. Gale
resigned from the board of directors of Ormat Technologies, Inc. (the “Company”). As a result of the resignations, Mr. Bronicki is no longer Chairman of the board of directors or a member of the Nominating and Corporate Governance
Committee, Mr. Gale is no longer a member of the Audit Committee and Mr. Wagener is no longer a member of the Nominating and Corporate Governance Committee.
(d)(1) The board of directors appointed Gillon Beck, Ami Boehm, David Granot and Robert E. Joyal as directors of the Company to fill vacant seats on the board of directors, effective May 22, 2012.
(d)(2) Each of the new directors was nominated by certain shareholders of Ormat Industries Ltd. (“OIL”), our parent
company. The nominations were made pursuant to a Shareholder Rights Agreement dated May 22, 2012 (the “BIL FIMI Shareholders Agreement”) among Bronicki Investments Ltd., an Israeli company (“BIL”), FIMI ENRG, an Israeli
limited partnership and FIMI ENRG, L.P. a Delaware limited partnership (collectively “FIMI”). BIL is controlled by three of the Company’s named executive officers, Lucien Bronicki, Yehudit Bronicki and Yoram Bronicki. As noted above,
Lucien Bronicki resigned as a director of the Company on May 22, 2012, and Yehudit Bronicki and Yoram Bronicki continue to serve as directors of the Company. Neither the Company nor OIL is a party to the BIL FIMI Shareholders Agreement.
The BIL FIMI Shareholders Agreement provides, among other things, that to the maximum extent permitted by applicable law and
subject to applicable fiduciary duties, BIL and FIMI will use their reasonable efforts to cause an equal number of designees of BIL and FIMI to be elected or appointed to the boards of directors of OIL and its active subsidiaries, including the
Company. The provisions concerning the Company’s board of directors generally contemplate that it would have eight members, with four nominated by BIL and four nominated by FIMI, and that two of the directors nominated by each of BIL and FIMI
would need to qualify as independent directors. That board composition would be subject to change in certain cases. For example, if the Company was required to have a majority of independent directors, the board of directors would be expanded to ten
and each of BIL and FIMI would nominate an additional director who qualifies as independent. In addition, the number of directors which BIL or FIMI may nominate would be subject to adjustment for relative changes, within ranges, in the amount of OIL
ordinary shares held by BIL and FIMI. Each of the new directors was designated by FIMI under the BIL FIMI Shareholders Agreement and evaluated by the Company’s Nominating and Corporate Governance Committee and disinterested directors.
The appointment of the new directors and the resignation of the Company directors described above was contingent upon
consummation of a sale by BIL to FIMI of certain ordinary shares of OIL owned by BIL. As set forth in the attached press release, OIL informed the Company that sale was consummated on May 22, 2012.
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(d)(3) The board of directors expects to appoint each of the new directors to serve on one
or more committees, but has not yet determined on which committee each will serve.
(d)(4) Not applicable.
(d)(5) The new directors are entitled to the compensation arrangements granted to non-employee directors of the Company, which are
described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 26, 2012, under the heading “Director Compensation.” That description is incorporated by reference
in this report.
A copy of the press release announcing, among other things, these board appointments is attached as Exhibit
99.1 and is incorporated by reference into this report.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibit is furnished as part of this report on
Form 8-K:
99.1 Press release of the Company dated May 23, 2012
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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.
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ORMAT TECHNOLOGIES, INC.
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By
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S
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EHUDIT
B
RONICKI
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Name:
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Yehudit Bronicki
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Title:
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Chief Executive Officer
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Date: May 24, 2012
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Exhibit 99.1
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PRESS RELEASE
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Ormat Technologies Contact:
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Investor Relations Contact:
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Dita Bronicki
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Todd Fromer / Rob Fink
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CEO
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KCSA Strategic Communications
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775-356-9029
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212-896-1215 (Todd) /212-896-1206(Rob)
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dbronicki@ormat.com
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tfromer@kcsa.com/rfink@kcsa.com
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Ormat Technologies, Inc. provides information on closing of transaction involving shares of its
parent entity.
Reno, Nev., May 23, 2012 — Ormat Technologies, Inc. (NYSE: ORA) announced today that it has been informed by
Ormat Industries, Ltd., its parent entity (“Ormat Industries”), that the transaction by and among Bronicki Investments Ltd. (“BIL”), the controlling shareholder of Ormat Industries, and FIMI ENRG Limited Partnership, a newly
formed Israeli partnership and FIMI ENRG, a newly formed Delaware partnership, both controlled by FIMI Opportunity IV (collectively, “FIMI”), to sell part of BIL’s interest in Ormat Industries, previously announced on March 16,
2012, was successfully consummated on May 22, 2012. Ormat Industries provided the following additional information:
BIL sold to FIMI
13,715,934 shares of 1 NIS each, constituting approximately 11.7% of the issued and outstanding shares of Ormat Industries, at a price per share of 21.67 NIS for a total purchase price of approximately 297 million NIS.
Following consummation of the transaction, each of BIL and FIMI now holds 22.499% of the issued and outstanding stock of Ormat Industries and the parties
collectively own 44.999% of the issued and outstanding stock of Ormat Industries.
As a result of the BIL FIMI transaction, and following its
consummation, the following individuals have been appointed as Directors to the Board of Directors of Ormat Technologies:
Gillon Beck, a
senior partner in FIMI, who will be the chairman of the Board of Directors of Ormat Technologies
Ami Boehm
David Granot
Robert E. Joyal
These new Directors join Mrs/Messrs Dita Bronicki, Yoram Bronicki, Dan Falk, and Robert Clark who continue to serve as Directors of Ormat Technologies.
About Ormat Technologies
Ormat Technologies, Inc. is the only vertically-integrated company primarily engaged in the geothermal and recovered energy power business. The company designs, develops, owns and operates geothermal and
recovered energy-based power plants around the world. Additionally, the company designs, manufactures and sells geothermal and recovered energy power units and other power-generating equipment, and provides related services. The company has more
than four decades of experience in the development of
environmentally-sound power, primarily in geothermal and recovered-energy generation. Ormat products and systems are covered by 82 U.S. patents. Ormat has engineered and built power plants, that
it currently owns or has supplied to utilities and developers worldwide, totaling approximately 1430 MW of gross capacity. Ormat’s current generating portfolio includes the following geothermal and recovered energy-based power plants: in the
United States – Brady, Brawley, Heber, Jersey Valley, Mammoth, Ormesa, Puna, Steamboat, OREG 1, OREG 2, OREG 3, OREG 4 and Tuscarora; in Guatemala – Zunil and Amatitlan; in Kenya – Olkaria III; and, in Nicaragua – Momotombo.
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 February 29, 2012.
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.
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