Business Context and Reporting Period
This Form 8-K Current Report was filed by Ormat Technologies, Inc. on February 5, 2015. The report addresses a corporate governance event regarding the expansion of the Company's stock exchange listings in connection with a pending acquisition of the Company by Ormat Industries Ltd., which owns approximately 59.75% of the outstanding common stock.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The material change reported is the approval by the Tel Aviv Stock Exchange (TASE) to list the Company's common stock. The listing is scheduled to commence on February 10, 2015. Consequently, the Company will be dually listed on the New York Stock Exchange (NYSE) and the TASE.
Outlook, Risks, and Contingencies
- Regulatory Compliance: The Company will remain subject to NYSE and SEC rules. Under the TASE local regime for dual listing, the Company will use the same periodic reports and disclosure information submitted to the SEC and NYSE.
- Restriction on Preferred Stock: As a requirement of the TASE listing, the Company has undertaken not to issue preferred stock for as long as its common stock is listed on the TASE.
- Trading Mechanism: The TASE links to U.S. markets via a direct link to the Depository Trust & Clearing Corporation (DTC) to facilitate trading of the dually-listed securities.
Investor Verification Checklist
- Confirm the effective date of the TASE listing (February 10, 2015).
- Verify the restriction on issuing preferred stock while listed on the TASE.
- Review the status of the pending acquisition transaction with Ormat Industries Ltd.
- Ensure understanding of the dual-listing regulatory framework and reporting obligations.