As filed with the Securities and Exchange Commission on June 6, 2022
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)
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Delaware
(State or other jurisdiction of incorporation or
organization)
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88-0326081
(I.R.S. Employer Identification No.)
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6140 Plumas Street
Reno, Nevada
(Address of Principal Executive Offices)
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89519-6075
(Zip Code)
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Ormat Technologies, Inc. Amended and Restated 2018 Incentive Compensation Plan
(Full title of the plan)
Jessica Woelfel
General Counsel and Chief Compliance Officer
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:
Colin J. Diamond
Scott Levi
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 2021 Annual Meeting of Stockholders held on June 2, 2022. The A&R 2018 ICP made the following amendments to the 2018 ICP:
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increased the number of shares of Common Stock authorized for issuance by 1,700,000 shares to a total of 6,700,000 shares of Common Stock;
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adjusted the fungible rate at which full value awards granted under the 2018 ICP (i.e., awards other than options and stock appreciation rights) are counted against the shares of Common Stock available for issuance under the 2018 ICP from 3.0 shares to 2.15 shares for every one share subject to a future full-value award granted under the A&R 2018 ICP; and
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implemented a required one-year minimum vesting period (subject to limited exceptions) for new equity awards granted under the A&R 2018 ICP.
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The Company is filing this registration statement on Form S-8 (this “Registration Statement”) solely for the purpose of registering the 1,700,000 additional shares of Common Stock authorized for issuance under the 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 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:
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(d)
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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).
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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 8. Exhibits
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Exhibit No.
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Description
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4.1
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Fourth 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 November 12, 2019.
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4.2
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Sixth 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 May 6, 2021.
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4.3
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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.
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4.4
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Ormat Technologies, Inc. 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 June 6, 2022.
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5.1
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Opinion of White & Case LLP.
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23.1
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Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, Independent Registered Public Accounting Firm.
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23.2
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Consent of White & Case LLP (contained in Exhibit 5.1).
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107
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Filing Fee Table.
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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 June 6, 2022.
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ORMAT TECHNOLOGIES, INC.
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By:
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/s/ Doron Blachar
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Name: Doron Blachar
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Title: Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/ Doron Blachar
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| Doron Blachar |
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Chief Executive Officer
(Principal Executive Officer)
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June 6, 2022
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/s/ Assaf Ginzburg
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Assaf Ginzburg
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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June 6, 2022
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/s/ Isaac Angel
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Isaac Angel
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Chairman of the Board of Directors
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June 6, 2022
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/s/ Karin Corfee
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Karin Corfee
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Director
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June 6, 2022
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/s/ David Granot
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David Granot
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Director
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June 6, 2022
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/s/ Michal Marom
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Michal Marom
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Director
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June 6, 2022
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/s/ Mike Nikkel
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Mike Nikkel
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Director
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June 6, 2022
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/s/ Dafna Sharir
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Dafna Sharir
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Director
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June 6, 2022
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/s/ Stanley B. Stern
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Stanley B. Stern
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Director
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June 6, 2022
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/s/ Hidetake Takahashi
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Hidetake Takahashi
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Director
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June 6, 2022
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/s/ Byron Wong
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Byron Wong
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Director
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June 6, 2022
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Exhibit 5.1
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June 6, 2022
Ormat Technologies, Inc.
6140 Plumas Street
Reno, Nevada 89519
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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 1,700,000 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 A&R 2018 Incentive Compensation Plan (the “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:
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(a)
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Registration Statement;
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(b)
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a copy of the Fourth Amended and Restated Certificate of Incorporation, certified by the General Counsel and Chief Compliance Officer of the Company;
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(c)
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a copy of the Sixth Amended and Restated Bylaws of the Company as in effect on June 6, 2022, certified by the General Counsel and Chief Compliance Officer of the Company;
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(d)
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a copy of Resolutions of the Board of Directors of the Company relating to the A&R 2018 ICP, adopted on April 7, 2022, certified by the General Counsel and Chief Compliance Officer of the Company;
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June 6, 2022
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(e)
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a copy of the proxy statement for the Company’s 2022 annual meeting of stockholders, including the proposal adopted by stockholders of the Company on June 2, 2022 to approve the A&R 2018 ICP; and
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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 A&R 2018 ICP, as referenced above, have been duly authorized for issuance and sale pursuant to the A&R 2018 ICP by all necessary corporate action of the Company, and when issued as provided under the 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.
June 6, 2022
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,
SL:KW
