0001178913-17-002261.txt : 20170803 0001178913-17-002261.hdr.sgml : 20170803 20170803123115 ACCESSION NUMBER: 0001178913-17-002261 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170803 DATE AS OF CHANGE: 20170803 GROUP MEMBERS: LUCIEN BRONICKI GROUP MEMBERS: YEHUDIT BRONICKI SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80498 FILM NUMBER: 171003990 BUSINESS ADDRESS: STREET 1: 6225 NEIL ROAD, SUITE 300 CITY: RENO STATE: NV ZIP: 89511-1136 BUSINESS PHONE: 775-356-9029 MAIL ADDRESS: STREET 1: 6225 NEIL ROAD, SUITE 300 CITY: RENO STATE: NV ZIP: 89511-1136 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bronicki Investments Ltd. CENTRAL INDEX KEY: 0001631071 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6225 NEIL ROAD CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 775-356-9029 MAIL ADDRESS: STREET 1: 6225 NEIL ROAD CITY: RENO STATE: NV ZIP: 89511 SC 13D/A 1 zk1720368.htm SC 13D/A zk15146254.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13D
[Rule 13d-101]
 
(Amendment No. 4)*
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE § 240.13d-2(a)
 
Ormat Technologies, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
686688-10-2
(CUSIP Number)

 Bronicki Investments Ltd.
5 Brosh Street, Yavne, Israel
Tel: +972-8-9436869
Attention: Ms. Yehudit Bronicki
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 26, 2017
(Date of Event which Requires Filing this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
______________
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
CUSIP No. 686688-10-2
 Schedule 13D
Page 2 of 8    
 
1
NAMES OF REPORTING PERSONS
 
Bronicki Investments Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.00%
14
TYPE OF REPORTING PERSON
 
CO
 
 
Page 2

 
CUSIP No. 686688-10-2
 Schedule 13D
Page 3 of 8   
 
1
NAMES OF REPORTING PERSONS
 
Lucien Bronicki
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9 SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.00%
14
TYPE OF REPORTING PERSON
 
IN
 

Page 3

 
CUSIP No. 686688-10-2
 Schedule 13D
Page 4 of 8    
 
1
NAMES OF REPORTING PERSONS
 
Yehudit Bronicki
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9 SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.00%
14
TYPE OF REPORTING PERSON
 
IN
 
Page 4

 
Item 1.  Security and Issuer.

This Amendment No. 4 supplements and amends the statement on Schedule 13D filed on February 17, 2015 (the “Schedule 13D”), Amendment No. 1 filed on November 12, 2015, Amendment No. 2 filed on December 22, 2016 and Amendment No. 3 filed on May 9, 2017, each of which relates to shares of common stock, par value $0.001 per share (the "Shares") of Ormat Technologies, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 6225 Neil Road, Reno, Nevada 89511.
 
Item 2.  Identity and Background.
 
Item 2 of the Schedule 13D, “Identity and Background” is amended and restated to read as follows:

(a) - (c), (f): The following are the (i) names of the reporting persons (the “Reporting Persons”), (ii) place of organization, principal business, and address of the principal business or office of each Reporting Person that is a corporation, and (iii) residence or business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each Reporting Person who is a natural person:

(1)
Bronicki Investments Ltd. ("Bronicki Investments") is a company incorporated in Israel. Bronicki Investments' principal business is various business investments, including investment in the Issuer. Bronicki Investments' business address is 5 Brosh Street, Yavne 81510, Israel. The sole directors and executive officers of Bronicki Investments are Lucien Bronicki and Yehudit Bronicki who have voting control over Bronicki Investments as described in Item 5 below.
 
(2)
Lucien Bronicki is a citizen of the State of Israel. Mr. Bronicki is a member of various business and philanthropic boards, including the board of directors of Bronicki Investments (as one of the two directors, the other being his wife, Ms. Yehudit Bronicki). Mr. Bronicki's address is 5 Brosh Street, Yavne 81510, Israel.
 
(3)
Yehudit Bronicki is a citizen of the State of Israel. Ms. Bronicki is a member of various business and philanthropic board of directors, including the board of directors of Bronicki Investments (as one of the two directors, the other being her husband, Mr. Lucien Bronicki). Ms. Bronicki's address is 5 Brosh Street, Yavne 81510, Israel.
 
(d)          None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)          None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
This Amendment is being filed jointly by the Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of this Amendment is attached as Exhibit 10.
 
Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D, "Purposes of Transaction" is amended by adding the following paragraphs:

The transactions contemplated by the Stock Purchase Agreement closed on July 26, 2017 (the "Closing"), pursuant to which Bronicki Investments sold all of its beneficial ownership in Shares of the Issuer to ORIX.  Prior to the Closing and pursuant to a Settlement Agreement dated July 17, 2017 between FIMI and Bronicki Investments (the "Settlement Agreement"), FIMI exercised the call option granted to them under the SPA and SHA, and purchased from Bronicki Investments an aggregate of 203,528 Shares of the Issuer for $27.52 per share, with such price determined in accordance with those agreements and paid on the Closing.
Page 5
Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D, “Interest in Securities of the Issuer” is amended and restated to read as follows:
 
(a), (b)    Bronicki Investments beneficially owns 0 Shares, representing approximately 0.00% of the outstanding Shares. Each of Lucien Bronicki and Yehudit Bronicki is a director of Bronicki Investments and shares voting and dispositive power over the Shares held by Bronicki Investments, and beneficially owns 20% of Bronicki Investments. Accordingly, they may be deemed to share beneficial ownership of the Shares held by Bronicki Investments. Each of Mr. Bronicki and Ms. Bronicki disclaims beneficial ownership of all Shares held by Bronicki Investments, except to the extent of his or her 20% interest in Bronicki Investments.
 
The Reporting Persons have acted in concert with FIMI in connection with the Agreements as defined and described in Item 4 of Schedule 13D.  Consequently, the Reporting Persons may be deemed to constitute a "group" with FIMI for purposes of Section 13(d) of the Exchange Act.

Neither the filing of the Schedule 13D and any amendments thereto nor any of the contents of such filings shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.

(c)          In addition to the transactions otherwise set forth herein, none of the Reporting Persons have effected any other transactions in the Shares in the past 60 days except that such Reporting Persons consummated the following open market purchase and sale transaction on the New York Stock Exchange:

Date
Purchase or Sale
Number of Shares
Price per Share
July 13, 2017
Purchase
51
$56.94
July 18, 2017
Sale
51
$57.701
 
(d)          Each of Yoram Bronicki, Youval Bronicki and Michal Cath, who are the children of the Lucien and Yehudit Bronicki, beneficially owns 20% of Bronicki Investments, and accordingly they may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons. However, each of Yoram Bronicki, Youval Bronicki and Michal Cath does not have voting or dispositive power over the Shares held by Bronicki Investments, and each disclaims beneficial ownership of all such Shares, except to the extent of his or her pecuniary interest therein.
 
(e)          On July 26, 2017, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D, Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer is amended by adding the following paragraph:

A Settlement Agreement was entered into on July 17, 2017 between FIMI and Bronicki Investments, as further described in Item 4, herein.
 
Page 6
Item 7.  Material to be Filed as Exhibits.

Item 7 of the Schedule 13D, “Material to be Filed as Exhibits” is amended and restated to read as follows:





 





 
 
 
Page 7
SIGNATURE
 
After a reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
 
Dated: August 3, 2017
 
Bronicki Investments Ltd.
 
 
  By:
/s/ Yehudit Bronicki
 
    
Name: Yehudit Bronicki*
Title: Director
 
       
 
Lucien Bronicki
 
 
 
By:
/s/ Lucien Bronicki
 
       
 
Yehudit Bronicki
 
 
  By: /s/ Yehudit Bronicki  
       

* Signature duly authorized by resolution of the Board of Directors, the text of which is attached as Exhibit 11 to this Schedule 13D.
 
Page 8

EX-13 2 exhibit_13.htm EXHIBIT 13

Exhibit 13
 
SETTLEMENT AGREEMENT

          This Settlement Agreement (the "Agreement") is entered into as of this 17th day of July 2017 by and among FIMI ENRG, Limited Partnership, an Israeli limited partnership ("FIMI IL") and FIMI ENRG, L.P., a Delaware limited partnership ("FIMI DE", and collectively with FIMI IL, "FIMI"), on the one hand, and Bronicki Investments Ltd. (individually, "Bronicki," and collectively with FIMI, the "Parties"), on the other hand.

          WHEREAS, FIMI and Bronicki are parties to the Share Purchase Agreement dated as of March 16, 2012 as amended (the "Purchase Agreement"), and the Amended and Restated Shareholders Rights Agreement dated November 10, 2014 (the "Shareholders Agreement"). Terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement as amended by the Shareholders Agreement;

          WHEREAS, FIMI and Bronicki and other sellers are parties to the Stock Purchase Agreement dated as of May 4, 2017 (the "ORIX Purchase Agreement") with ORIX Corporation ("ORIX") for the sale of FIMI's and Bronicki's entire holdings in Ormat Technologies, Inc. ("OTEC");

          WHEREAS, on May 23, 2017, FIMI delivered to Bronicki a Call Exercise Notice with respect to 685,686 shares of Common Stock of OTEC;

          WHEREAS, on or about June 5, 2017, Bronicki sent via its counsel a letter to FIMI rejecting FIMI's Call Exercise Notice and its right to exercise its Call Option;

          WHEREAS, the Parties exchanged further correspondence regarding the Call Option, and also conferred telephonically and personally on several occasions; and

          WHEREAS, the Parties, wish to avoid protracted and costly litigation and agree to settle and resolve the disputes between the Parties regarding the Call Option in accordance with the terms and conditions set forth below.

          NOW THEREFORE, in consideration of the terms and conditions herein contained, and the good and valuable consideration provided, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.            Exercise of Call Option.
 
a.
The Parties agree that by signing this Agreement FIMI hereby exercises the Call Option granted to it pursuant to the Purchase Agreement as amended by the Shareholders Agreement solely and exclusively with respect to the purchase of 203,528 shares of Common Stock of OTEC (the "Call Option Shares"), at the Call Option Exercise Price of US$27.52 per Call Option Share, and an aggregate exercise price of US$5,601,090.56 (the "Payment") and Bronicki hereby confirms and agree to the exercise of such Call Option.
 
b.
The Call Option Closing shall occur as soon as practicable following the execution of this Agreement and Payment shall be made after the Call Option Closing out of FIMI's portion of its Seller Consideration (as defined in the Orix Purchase Agreement) payable to ESOP Management and Trust Services Ltd. ("ESOP") and Excellence Nessuah Brokerage Services ("Excellence") by ORIX pursuant to the ORIX Purchase Agreement as specified in the instructions letter to ESOP and Excellence attached hereto as Exhibit A. In the event that the Closing of the ORIX Purchase Agreement does not take place within 20 Business Days (as defined in the ORIX Purchase Agreement) from the date of hereof, FIMI shall wire the Payment directly to Bronicki's bank account specified in Exhibit A not later than 3 Business Days following such date.
 

c.
Attached as Exhibit B is Bronicki's specific instruction to ESOP Management and Trust Services Ltd. to transfer the Call Option Shares to FIMI ENRG's accounts as follows:
 
(1)
148,875 Call Option Shares shall be delivered to FIMI ENRG, Limited Partnership (Israel); * * * , Branch No. * * * , Account No. * * * ; and
(2)
54,653 Call Option Shares shall be delivered to FIMI ENRG, L.P. (Delaware); * * * , Branch No. * * * , Account No. * * * .
 
2.            Mutual Releases.
 
a.
Bronicki, on behalf of itself and of its affiliates, covenants not to sue, waives, releases, and forever discharges: (i) FIMI; (ii) FIMI’s controlling persons, subsidiaries, affiliates, representatives, predecessors, successors, and assigns (collectively, with FIMI, the "FIMI Entities"); and (iii) the FIMI Entities’ past, present, and future officers, directors, partners, managers, members, employees, agents, and attorneys (collectively, with FIMI and the FIMI Entities, the "FIMI Released Parties"), from any and all claims, duties, obligations, demands, actions, causes of action, debts, sums of money, suits, contracts, agreements, promises, damages, and liabilities, of whatever kind, nature, character, or description, whether known or unknown, and whether anticipated or unanticipated, which Bronicki or any Bronicki Released Parties (as defined below) ever had, now has, or will ever have against the FIMI Released Parties, arising out of or relating in any way to OTEC and its affiliates, the Purchase Agreement, the Shareholders Agreement and the ORIX Purchase Agreement, including the Call Option, its exercise, and including, without limitation, all claims that were made, or could have been made in connection therewith.
 
b.
FIMI, on behalf of itself and of its affiliates, covenants not to sue, waives, releases, and forever discharges: (i) Bronicki; (ii) Bronicki's shareholders, subsidiaries, affiliates, predecessors, successors, representatives, and assigns, including in their capacities as directors and officers in OTEC and its affiliates (collectively with Bronicki, the "Bronicki Entities"); and (iii) the Bronicki Entities’ past, present, and future officers, directors, partners, managers, members, employees, agents, and attorneys (collectively, with Bronicki and the Bronicki Entities, the "Bronicki Released Parties"), from any and all claims, duties, obligations, demands, actions, causes of action, debts, sums of money, suits, contracts, agreements, promises, damages, and liabilities, of whatever kind, nature, character, or description, whether known or unknown, and whether anticipated or unanticipated, which FIMI or any FIMI Released Parties ever had, now has, or will ever have against the Bronicki Released Parties arising out of or relating in any way to OTEC and its affiliates (which includes in this Settlement Agreement, for the removal of any doubt, Ormat Industries Ltd.), the Purchase Agreement, the Shareholders Agreement and the ORIX Purchase Agreement, including the Call Option, its exercise, and including, without limitation, all claims that were made, or could have been made in connection therewith.
 
c.
The Parties hereby acknowledge that the consequences of the foregoing Mutual Releases have been explained to each of FIMI and Bronicki by their respective counsel. The Parties further acknowledge that FIMI and/or Bronicki may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true with respect to the matters released herein, and the Parties agree that this Agreement and the Mutual Releases contained herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof.
 
2

3.             Surviving Obligations. Notwithstanding anything to the contrary in this Agreement, the Mutual Releases contained herein shall not release the Parties from their respective obligations under this Agreement.
 
4.             General.
 
a.
This Agreement, its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Israel. Any dispute arising under or with respect to this Agreement shall be resolved exclusively in the appropriate court in Tel Aviv, Israel.
 
b.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and replaces and supersedes all prior agreements, understandings, representations and warranties with respect thereto, whether oral or written. This Agreement shall only be amended by a document in writing signed by the Parties hereto and no waivers of any rights shall be valid and binding unless in writing and signed by the party waiving such right.
 
c.
This Agreement may be executed in counterparts, and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
 
d.
The Parties acknowledge that they have been represented by counsel of their own chosen in connection with this Agreement, and the Parties have read and fully understand the provisions of this Agreement and intend to be legally bound hereby.
 
e.
Each signatory hereto represents and warrants that such person has authority to bind the Party for whom such person acts.
 

[signature page to follow]
 
3

IN WITNESS WHEREOF, intending to be legally bound hereby, the Parties have executed this Settlement Agreement as of the day and year written above.
 
/s/ Beck Gillon
FIMI ENRG, Limited Partnership
 
By:
Name: Beck Gillon
Title: Director
 
/s/ Beck Gillon
FIMI ENRG, L.P.
 
By:
Name: Beck Gillon
Title: Director
 
/s/ Yehudit Bronicki
Bronicki Investments Ltd.
 
By:
Name: Yehudit Bronicki
Title: Director
July 17, 2017
 
 
 
 

4