Ormat Technologies : Other Report or Announcement

Filer: Ormat Technologies, Inc.	Document Type: S-8	Sequence: 1
Project Type: S-8	Document Version:	8	Created By: Jonathan Victory
Description: Form S-8	Project ID: 82047		Created At: 6/6/2022 6:15:40 AM EDT

Ormat Technologies, Inc.				Project Type: S-8
EDGAR Submission Proof				Created At: 6/6/2022 6:15:40 AM EDT
Submission Information
Submission Type	S-8
Return Copy?	off
Contact Name	RDG Filings
Contact Phone	1-415-643-6080
Exchange(s)	NONE
Confirmation of Paper Copy?	off
Filer CIK	0001296445
Filer CCC	********
Emerging Growth Company	False
ex Transition Period	False
Smaller Reporting Company?	False
Payor CIK	0001296445
Payor CCC	********
Payment Method	FEDWIRE
Fee Amount	$13133.56
Fees	Payment Type Security Type # of Shares Amt Per Share Aggregate Price
	Pay In Advance	Equity	1700000	83.34 141678000.0000
Documents
S-8	FORM S-8
EX-5.1	Exhibit 5.1
EX-23.1	Exhibit 23.1
EX-FILING FEES	Exhibit Filing Fees
GRAPHIC	wc1.jpg
GRAPHIC	wc2.jpg

Filer: Ormat Technologies, Inc.	Document Type: S-8	Sequence: 1
Project Type: S-8	Document Version:	8	Created By: Jonathan Victory
Description: Form S-8	Project ID: 82047		Created At: 6/6/2022 6:15:40 AM EDT

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)

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

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

[phone]

(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

[phone]

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. ☐

1

Filer: Ormat Technologies, Inc.	Document Type: S-8	Sequence: 2
Project Type: S-8	Document Version:	8	Created By: Jonathan Victory
Description: Form S-8	Project ID: 82047		Created At: 6/6/2022 6:15:40 AM EDT

EXPLANATORY NOTE

On May 8, 2018, Ormat Technologies, Inc. (the "Company" or the "Registrant") filed a registration statement on FormS-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:

• 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;
• 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
• implemented a required one-year minimum vesting period (subject to limited exceptions) for new equity awards granted under the A&R 2018 ICP.

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.

2

Filer: Ormat Technologies, Inc.	Document Type: S-8	Sequence: 3
Project Type: S-8	Document Version:	8	Created By: Jonathan Victory
Description: Form S-8	Project ID: 82047		Created At: 6/6/2022 6:15:40 AM EDT

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:

1. the Company'sAnnual Report on Form10-Kfor the fiscal year ended December 31, 2021, filed on February 25, 2022 (the "Annual Report"), including the portions of the Company's Definitive Proxy Statement on Schedule 14Afiled on April 18, 2022 that are incorporated by reference in the Annual Report;
2. the Company'sQuarterly Report on Form10-Qfor the quarter ended March 31, 2022, filed on May 4, 2022;
3. the Company'sCurrent Report on Form8-Kfiled on January 27, 2022 and Current Report on Form8-Kfiled on June 6, 2022 (excluding the information furnished pursuant to Item 7.01 thereto); and
4. the description of the Company's common stock contained in theRegistration Statement on Form8-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 4.4to 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.

3

Filer: Ormat Technologies, Inc.	Document Type: S-8	Sequence: 4
Project Type: S-8	Document Version:	8	Created By: Jonathan Victory
Description: Form S-8	Project ID: 82047		Created At: 6/6/2022 6:15:40 AM EDT

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
Exhibit No.	Description
4.1	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.
4.2	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.
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.
4.4	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.
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.
	4