-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CS++ZUA5kgDTMvYBQq2d+DosvUXSm7tZMEbIoyAfKUp5nTyGiD+qndN9F3dwNwZp 9nTgzRWZ8oT6//x3FK2akQ== 0000950136-05-006215.txt : 20051003 0000950136-05-006215.hdr.sgml : 20051003 20051003163823 ACCESSION NUMBER: 0000950136-05-006215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051003 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20051003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORMAT TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001296445 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 880326081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32347 FILM NUMBER: 051118086 BUSINESS ADDRESS: STREET 1: 980 GREG STREET CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 775-356-9029 MAIL ADDRESS: STREET 1: 980 GREG STREET CITY: SPARKS STATE: NV ZIP: 89431 8-K 1 file001.htm FORM 8-K


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                                  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



EX-99.1 2 file002.htm PRESS RELEASE



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" as




described 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.

                                      # # #




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