Business Context and Reporting Period
This Form 8-K Current Report was filed by Ormat Technologies, Inc. on October 30, 2007. The filing primarily addresses the closing of a public offering and an unregistered private placement of common stock, as well as an amendment to a subscription agreement with its parent entity, Ormat Industries Ltd.
Key Financial Metrics and Transaction Details
The filing details two distinct equity transactions closed on October 26, 2007:
- Public Offering: Sale of 3,000,000 shares of common stock.
- Unregistered Private Placement: Sale of 381,254 shares of common stock to Ormat Industries Ltd. under Regulation S.
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The price per share for the private placement remains as originally agreed in the Subscription Agreement, though the specific dollar amount is not stated in this text.
Material Changes and Amendments
On October 25, 2007, the Company and Ormat Industries Ltd. entered into Amendment No. 1 to their Subscription Agreement dated October 23, 2007. The material change was a reduction in the number of shares sold in the private placement:
- Original Share Count: 1,105,044 shares.
- Amended Share Count: 381,254 shares.
- Reason for Change: To ensure compliance with New York Stock Exchange rules.
All other terms and conditions, including the price per share, remained unchanged.
Guidance, Outlook, and Risks
The filing includes a Safe Harbor Statement regarding forward-looking statements. Management notes that actual future results may differ materially from projections due to risks and uncertainties. Specific risk factors are referenced in the Company's Annual Report on Form 10-K (filed March 12, 2007) and the Prospectus Supplement (filed October 23, 2007). The Company undertakes no obligation to update these forward-looking statements.
Key Facts for Investor Verification
- Verify the exact price per share paid for the 381,254 shares sold to Ormat Industries Ltd. and the 3,000,000 shares sold in the public offering by reviewing the referenced Prospectus Supplement.
- Confirm the total capital raised from the combined public offering and private placement.
- Review the "Risk Factors" section in the Form 10-K and Prospectus Supplement for details on uncertainties affecting future operations.
- Examine Exhibit 1.1 (Amendment No. 1) for the full legal text of the agreement modification.