ORA Ormat Technologies Inc

As filed with the Securities and Exchange Commission on May 10, 2024

 

Registration No. 333-      

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Ormat Technologies, Inc. (Exact name of registrant as specified in its charter)

 

Delaware		88-0326081
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
6140 Plumas Street Reno, Nevada		89519-6075
(Address of Principal Executive Offices)		(Zip Code)

 

Ormat Technologies, Inc. Second Amended and Restated 2018 Incentive Compensation Plan (Full title of the plan)

Jessica Woelfel General Counsel, Chief Compliance Officer and Corporate Secretary Ormat Technologies, Inc. 6140 Plumas Street Reno, Nevada 89519 (775) 356-9029 (Name, address and telephone number, including area code, of agent for service)

Copies to: Scott Levi Melinda Anderson White & Case LLP 1221 Avenue of the Americas New York, New York 10022 (212) 903-9000

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
			Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

 

On May 8, 2018, Ormat Technologies, Inc. (the “Company” or the “Registrant”) filed a registration statement on Form S-8 (File No. 333-224752) (the “Initial Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 5,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), for issuance or sale pursuant to the Ormat Technologies Inc. 2018 Incentive Compensation Plan (the “2018 ICP”).

 

On April 7, 2022, the Company’s Board of Directors adopted, subject to approval by stockholders, the Amended and Restated 2018 Incentive Compensation Plan (the “A&R 2018 ICP”), which the Company’s stockholders approved at the Company’s 2022 Annual Meeting of Stockholders held on June 2, 2022. The A&R 2018 ICP increased the number of shares of Common Stock authorized for issuance by 1,700,000 shares of Common Stock to a new total of 6,700,000 shares of Common Stock and implemented certain other changes. On June 6, 2022, the Company filed a registration statement on Form S-8 (File No. 333-265432) (the “Additional Registration Statement) with the Commission to register the additional 1,700,000 shares of Common Stock.

 

On March 12, 2024, the Company’s Board of Directors adopted, subject to approval by stockholders, the Second Amended and Restated 2018 Incentive Compensation Plan (the “Second A&R 2018 ICP”), which the Company’s stockholders approved at the Company’s 2024 Annual Meeting of Stockholders held on May 8, 2024. The Second A&R 2018 ICP increased the number of shares of Common Stock authorized for issuance by 1,400,000 shares to a new total of 8,100,000 shares of Common Stock and extend the period during which awards are permitted to be made from January 31, 2028 until May 8, 2029.

 

The Company is filing this registration statement on Form S-8 (this “Registration Statement”) solely for the purpose of registering the 1,400,000 additional shares of Common Stock authorized for issuance under the Second A&R 2018 ICP. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also includes an indeterminate number of additional shares of Common Stock that may become issuable under the Second A&R 2018 ICP by reason of anti-dilution and other adjustments.

 

Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Initial Registration Statement, and the information required by Part II is omitted, except as supplemented by the information set forth below.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information *

 

Item 2. Registrant Information and Employee Plan Annual Information *

 

* As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 (“Plan Information” and “Registrant Information and Employee Plan Annual Information”) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) under the Securities Act, and will include the address and telephone number to which the request is to be directed.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The Company hereby incorporates by reference in this Registration Statement the following documents previously filed with the Commission:

 

(a)

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 23, 2024 (the “Annual Report”), including the portions of the Company’s  Definitive Proxy Statement on Schedule 14A filed on March 27, 2024 that are incorporated by reference in the Annual Report;

 

(b)

the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 10, 2024;

 

(c)

the Company’s Current Report on Form 8-K filed on May 9, 2024; and

 

(d)

the description of the Company’s common stock contained in the Registration Statement on Form 8-A (File No. 001-32347), filed on November 8, 2004, and any amendment or report filed for the purpose of updating this information (including Exhibit 4.4 to the Company’s 2021 Annual Report).

 

In addition, each document or report subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents. Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company indicates in the report or filing containing such information that the information is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

 

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 6. Indemnification of Directors and Officers

 

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

 

●

any breach of his or her duty of loyalty to us or our stockholders;

 

●

acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;

 

●

directors, for the payment of dividends or the redemption or purchase of stock in violation of Delaware law;

 

●

any transaction from which the director or officer derived an improper personal benefit; or

 

●

officers, for any derivative stockholder litigation.

 

As permitted by Section 102(b)(7) of the DGCL, the Company’s Certificate of Incorporation contains a provision that provides for such limitation of liability. The effect of this provision is to restrict the Company’s rights and the rights of the Company’s stockholders in derivative suits to recover monetary damages against a director or officer for breach of fiduciary duty as a director or officer.

 

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Company, subject to certain limitations. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. As permitted by Section 145 of the DGCL, the Company’s By-laws provide that the Company has the power, under specified circumstances, to indemnify its directors and executive officers in connection with actions, suits or proceedings brought against them by a third party or in the right of the Company, by reason of the fact that they were or are such directors or executive officers, against expenses incurred in any such action, suit or proceeding.

 

In addition, the Company has entered into separate indemnification agreements with certain of its directors and officers that provide indemnification to its directors and officers under certain circumstances for acts or omissions, which may not be covered by directors and officers liability insurance, and may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. The Company also maintains standard policies of insurance under which coverage is provided to its directors and officers to insure against certain liabilities that such persons may incur in their capacities as directors and officers of the Company.

 

 

Item 8. Exhibits

 

Exhibit No.		Description
4.1		Fifth Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2024.
4.2		Seventh Amended and Restated By-Laws, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2022
4.3		Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-117527) filed with the Securities and Exchange Commission on July 21, 2004.
4.5		Ormat Technologies, Inc. Second Amended and Restated 2018 Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2024.
5.1		Opinion of White & Case LLP.
23.1		Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, Independent Registered Public Accounting Firm.
23.2		Consent of White & Case LLP (contained in Exhibit 5.1).
107		Filing Fee Table.

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Reno, Nevada, on May 10, 2024.

  

	ORMAT TECHNOLOGIES, INC.
	By:	/s/ Doron Blachar
		Name: Doron Blachar
		Title: Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Doron Blachar and Assaf Ginzburg, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Doron Blachar		Chief Executive Officer		May 10, 2024
Doron Blachar		(Principal Executive Officer)
/s/ Assaf Ginzburg		Chief Financial Officer		May 10, 2024
Assaf Ginzburg		(Principal Financial Officer and Principal Accounting Officer)
/s/ Isaac Angel		Chairman of the Board of Directors		May 10, 2024
Isaac Angel
/s/ Karin Corfee		Director		May 10, 2024
Karin Corfee
/s/ David Granot		Director		May 10, 2024
David Granot
/s/ Michal Marom		Director		May 10, 2024
Michal Marom
/s/ Mike Nikkel		Director		May 10, 2024
Mike Nikkel
/s/ Dafna Sharir		Director		May 10, 2024
Dafna Sharir
/s/ Stanley B. Stern		Director		May 10, 2024
Stanley B. Stern
/s/ Ravit Barniv		Director		May 10, 2024
Ravit Barniv
/s/ Byron Wong		Director		May 10, 2024
Byron Wong

 

 

Exhibit 5.1

 

 

May 10, 2024
Ormat Technologies, Inc.
6140 Plumas Street
Reno, Nevada 89519

 

Re: Ormat Technologies, Inc. - Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Ormat Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), reserved for issuance pursuant to the Company’s Second Amended and Restated 2018 Incentive Compensation Plan (the “Second A&R 2018 ICP”).

 

This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:

 

(a)

Registration Statement;

 

(b)

a copy of the Fifth Amended and Restated Certificate of Incorporation of the Company, certified by the General Counsel, Chief Compliance Officer and Corporate Secretary of the Company;

 

(c)

a copy of the Seventh Amended and Restated Bylaws of the Company as in effect on May 10, 2024, certified by the General Counsel, Chief Compliance Officer and Corporate Secretary of the Company;

 

(d)

a copy of Resolutions of the Board of Directors of the Company relating to the Second A&R 2018 ICP, adopted on March 12, 2024, certified by the General Counsel, Chief Compliance Officer and Corporate Secretary of the Company;

 

May 10, 2024

 

(e)

a copy of the proxy statement for the Company’s 2024 annual meeting of stockholders, including the proposal adopted by stockholders of the Company on May 8, 2024 to approve the Second A&R 2018 ICP; and

 

(f)

the Second A&R 2018 ICP.

 

We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinion expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed.

 

Based upon the foregoing assumptions, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that the Shares reserved for issuance pursuant to the Second A&R 2018 ICP, as referenced above, have been duly authorized for issuance and sale pursuant to the Second A&R 2018 ICP by all necessary corporate action of the Company, and when issued as provided under the Second A&R 2018 ICP, they will be validly issued, fully paid and non-assessable.

 

The opinion expressed above is limited to questions arising under the Delaware General Corporation Law. We do not express any opinion as to the laws of any other jurisdiction. This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is provided solely in connection with the distribution of the Units pursuant to the Registration Statement and is not to be relied upon for any other purpose.

 

The opinion expressed above is limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter. The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.

 

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ White & Case LLP

 

SL:MA

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Ormat Technologies, Inc., of our report dated February 23, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Ormat Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers International Limited

 

Tel Aviv, Israel

 

May 10, 2024

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Ormat Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1 – Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price per Unit(2)				Maximum Aggregate Offering Price				Fee Rate		Amount of Registration Fee
Equity		Common stock, par value $0.001 per share		Other (2)			1,400,000			$	67.61			$	94,647,000.00			$147.60 per $1,000,000		$	13,969.90
Total Offering Amounts														$	94,647,000.00			$147.60 per $1,000,000		$	13,969.90
Total Fee Offsets(3)																					—
Net Fee Due																				$	13,969.90

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”) that may become issuable under the terms of the Registrant’s Second Amended and Restated 2018 Incentive Compensation Plan by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.

 

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on May 3, 2024.

 

(3)	The Registrant does not have any fee offsets to claim.

 

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