-----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, G4O/H8pbu0GkRiZYt+kk0RiXQNIQDkqqFkXoU7MSITkjqlzRW6It3fca/FLcAPVU gNwXzG4YRNPxbgphPtfiSA== 0000950136-05-006792.txt : 20051031 0000950136-05-006792.hdr.sgml : 20051031 20051031103444 ACCESSION NUMBER: 0000950136-05-006792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051031 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20051031 DATE AS OF CHANGE: 20051031 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: 051165101 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


================================================================================


                                  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 31, 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))




                                TABLE OF CONTENTS


Item 1.01         Entry into a Material Definitive Agreement

Item 5.02         Departure of Directors or Principal Officers; Election of
                  Directors; Appointment of Principal Officers

Signatures

Exhibit Index

Exhibit 10

   Ex-10.1        Compensation Schedule

Exhibit 99

   Ex-99.1        Press Release





                                       -2-




INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As described in Item 5.02 below, on October 26, 2005, Roger W. Gale and Elon
Kohlberg were elected to the Company's Board of Directors. As directors, Messrs.
Gale and Kohlberg will each be entitled to receive the following compensation:


     Cash Compensation

     1. Base annual retainer of $25,000 as fees related to their service on our
     Board of Directors.

     2. Board meeting fees ranging between $500 to $2,500 for each meeting such
     directors participate in.

     3. Committee meeting fees ranging between $500 to $1,500 for each meeting
     such directors participate in.

     4. Any non-employee director who also serves as chairman of the Audit
     Committee receives an annual retainer of $7,500.

     5. We pay fees and retainers to our non-employee directors in cash on a
     quarterly basis.

     6. We promptly reimburse all directors for transportation and lodging
     expenses actually incurred to attend meetings of our Board of Directors or
     committees.


     Equity Compensation

     Each of the directors will receive an initial grant of options to purchase
     7,500 shares of the common stock of the Company at the grant date's market
     price. The options will be granted within 30 days of the election of the
     director to the Board, and will be exercisable 12 months after the grant
     date.

     Each non-employee director shall receive annually from the second year
     options to purchase 5,000 shares of the common stock of the Company at the
     stock's New York Stock Exchange closing price on the date of the grant.

     A copy of the Registrant's compensation schedule in connection herewith is
     furnished as Exhibit 10.1 to this report on Form 8-K and is incorporated
     herein by reference.


     In addition to the above, the Registrant intends to enter into an
     indemnification agreement with the newly elected directors.


                                       -3-



ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

     (a) On September 30, 2005, Edward Muller informed the Board of his
departure from the Board of Directors. A Current Report on Form 8-K has been
filed by the Registrant in connection therewith on October 3, 2005.

     (b) On October 26, 2005, the Board of Directors unanimously elected Roger
W. Gale and Elon Kohlberg as new, independent Board members of the Company. Mr.
Gale has also been named to the Audit Committe and Mr. Kohlberg to the
Nominating and Corporate Governance Committe of the Company's Board. A copy of
the Registrant's press release in connection therewith, dated October 31, 2005,
is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated
herein by reference. There are no understandings or arrangements between Mr.
Gale and Mr. Kohlberg and any other person pursuant to which Messrs. Gale and
Kohlberg were selected as directors, and there are no reportable transactions
under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as
amended.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

     (C) EXHIBITS

     The following exhibits are furnished as part of this report on Form 8-K:


     10.1 Registrant's Compensation Schedule.

     99.1 Press release of the Registrant dated October 31, 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.



                                       -4-




                                   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 31, 2005


                                       -5-




                                  EXHIBIT INDEX

Exhibit
 Number                              Description
- -------                              -----------
    10.1           Registrant's Compensation Schedule

    99.1           Press Release of Registrant dated October 31, 2005



                                      -6-

EX-10.1 2 file002.htm COMPENSATION SCHEDULE

                            ORMAT TECHNOLOGIES, INC.
                            DIRECTOR'S COMPENSATION



FEES                                                           IN U.S. DOLLARS
- ------------------------------------------------------------------------------
Director Retainer                                                      $25,000
- ------------------------------------------------------------------------------
Board meeting fee

- -    In person                                                          $2,500

- -    Joining by telephone to an "in person" meeting                     $1,000

- -    Telephonic                                                           $500
- ------------------------------------------------------------------------------
Committee meeting fee

- -    In person                                                          $1,500

- -    Telephonic                                                           $500
- ------------------------------------------------------------------------------
Committee Chair

Audit Committee                                                         $7,500
- ------------------------------------------------------------------------------
EXPENSE REIMBURSEMENT

Reimbursement of travel and lodging expenses for Board Meetings
- ------------------------------------------------------------------------------
OPTIONS GRANTS

     -   Initial Grant (market price at date of grant;
exercisable 12 months from date of grant)                                7,500

     -   Annually from second year (at market price on
day of grant)                                                            5,000



EX-99.1 3 file003.htm PRESS RELEASE



PRESS RELEASE                                           [ORMAT LOGO OMITTED]

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
- -------------------                         ---------------------------------

            Roger W. Gale and Elon Kohlberg Join Ormat Technologies'
                               Board of Directors


SPARKS, NEVADA, OCTOBER 31, 2005 - Ormat Technologies, Inc. (NYSE: ORA) today
announced the appointment of two new independent directors to its Board: Roger
W. Gale, President and CEO of GF Energy, LLC, and Elon Kohlberg, Royal Little
Professor of Business Administration, Harvard Business School.

Mr. Gale will serve as a member of the Audit Committee and Mr. Kohlberg will
become a member of the Nominating and Corporate Governance Committee of Ormat
Technologies, thereby replacing departed Board member Edward Muller.

"We are very happy to have Roger Gale and Elon Kohlberg on our company's Board.
Their expertise in the energy and financial fields will further enhance Ormat's
already strong Board," said Dita Bronicki, President and Chief Executive Officer
of Ormat. "We look forward to working with Roger and Elon to build upon our
successes and believe their experience and vision will help Ormat execute its
strategy and strengthen the Company's position in the growing Geothermal and
Renewable energy business."

Gale, Ph.D, was previously with PA Consulting Group's global energy practice and
chaired the firm's Western Hemisphere region. He was also Director of External
Affairs for the US Federal Energy Regulatory Commission, and held other federal
government positions. He is currently a director at the US Energy Association
and the Consumer Energy Council of America and was a director of Constellation
Energy.

Elon Kohlberg, Ph.D., is a professor at Harvard Business School and teaches
classes in Harvard's M.B.A., Ph.D. and executive programs. He currently serves
on the Board of Directors of Teva North America and Medinol.

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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