ORMAT TECHNOLOGIES, INC. — Regulatory Filings 2011

Feb 2, 2011

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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 (Date of earliest event reported): January 27, 2011

Ormat Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-32347 (Commission File Number) No. 88-0326081 (I.R.S. Employer Identification No.)

6225 Neil Road, Reno, Nevada (Address of Principal Executive Offices) 89511-1136 (Zip Code)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01	Entry into a Material Definitive Agreement.
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Item 9.01.	Financial Statements and Exhibits.
Signatures
Exhibit Index

| | Deed of Trust, dated as of August 3, 2010, between Ormat Technologies, Inc. and
Ziv Haft Trust Company Ltd., as trustee. |
| --- | --- |
| Exhibit 4.2 | Addendum, dated as of January 27, 2011, to the Deed of Trust, dated as of August
3, 2010, between Ormat Technologies, Inc. and Ziv Haft Trust Company Ltd., as trustee. |
| Exhibit 4.3 | Form of Bond issued pursuant to the Deed of Trust, dated as of August 3, 2010
(as amended or supplemented), between Ormat Technologies, Inc. and Ziv Haft Trust
Company Ltd., as trustee (included in Exhibit 4.1). |
| Exhibit 99.1 | Press Release of the Company dated February 2, 2011. |
| EX-4.1 | |
| EX-4.2 | |
| EX-99.1 | |

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

On January 27, 2011, Ormat Technologies, Inc. (the “Company”) entered into an addendum to the deed of trust, dated as of August 3, 2010 (as amended or supplemented, the “Trust Deed”), with Ziv Haft Trust Company Ltd. as trustee, governing the issuance of the Company’s senior unsecured bonds, pursuant to which the Company agreed to issue and accept subscriptions from investors for approximately $88 million in aggregate principal amount of senior unsecured bonds (the “Additional Bonds”) of the same series of bonds issued by the Company on August 4, 2010 (the “Original Bonds”). The terms and conditions of the Additional Bonds are identical to the Original Bonds. The description of such terms and conditions set forth under Item 1.01 in the Current Report on Form 8-K of the Company dated August 5, 2010 is incorporated herein by reference.

The Company concluded the issuance of the Additional Bonds on February 2, 2011 outside the United States to investors who are not “U.S. persons” in an unregistered offering pursuant to, and subject to the requirements of, Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The Company intends to use the proceeds of the Additional Bonds for general corporate purposes, which may include the repayment of existing indebtedness and the acquisition, directly or indirectly, of additional energy assets, including by way of construction, enhancement and expansion of its existing projects.

The Additional Bonds have not been registered under the Securities Act, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This filing shall not constitute an offer to sell or the solicitation of an offer to buy the Additional Bonds, nor shall there be any offer or sale of the Additional Bonds in any state in which such offer, solicitation or sale would be unlawful.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

| Exhibit 4.1 | Deed of Trust, dated as of August 3, 2010, between Ormat Technologies, Inc. and
Ziv Haft Trust Company Ltd., as trustee. |
| --- | --- |
| Exhibit 4.2 | Addendum, dated as of January 27, 2011, to the Deed of Trust, dated as of August
3, 2010, between Ormat Technologies, Inc. and Ziv Haft Trust Company Ltd., as trustee. |

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| Exhibit 4.3 | Form of Bond issued pursuant to the Deed of Trust, dated as of August 3, 2010
(as amended or supplemented), between Ormat Technologies, Inc. and Ziv Haft Trust
Company Ltd., as trustee (included in Exhibit 4.1). |
| --- | --- |
| Exhibit 99.1 | Press Release of the Company dated February 2, 2011. |

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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.

/s/ Yehudit Bronicki
Name:	Yehudit Bronicki
Title:	Chief Executive Officer

Date: February 2, 2011

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
4.1	Deed of Trust, dated as of August 3, 2010, between Ormat
Technologies, Inc. and Ziv Haft Trust Company Ltd., as
trustee.
4.2	Addendum, dated as of January 27, 2011, to the Deed of
Trust, dated as of August 3, 2010, between Ormat
Technologies, Inc. and Ziv Haft Trust Company Ltd., as
trustee.
4.3	Form of Bond issued pursuant to the Deed of Trust, dated as
of August 3, 2010 (as amended or supplemented), between
Ormat Technologies, Inc. and Ziv Haft Trust Company Ltd.,
as trustee (included in Exhibit 4.1).
99.1	Press Release of the Company dated February 2, 2011.

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