================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: OCTOBER 31, 2005 ORMAT TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Commission File No. 001-32347 Delaware No. 88-0326081 ------------------------ ------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 980 Greg Street, Sparks, Nevada 89431 ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Registrant's telephone number, including area code: (775) 356-9029 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) TABLE OF CONTENTS Item 1.01 Entry into a Material Definitive Agreement Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Signatures Exhibit Index Exhibit 10 Ex-10.1 Compensation Schedule Exhibit 99 Ex-99.1 Press Release -2- INFORMATION TO BE INCLUDED IN THE REPORT ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. As described in Item 5.02 below, on October 26, 2005, Roger W. Gale and Elon Kohlberg were elected to the Company's Board of Directors. As directors, Messrs. Gale and Kohlberg will each be entitled to receive the following compensation: Cash Compensation 1. Base annual retainer of $25,000 as fees related to their service on our Board of Directors. 2. Board meeting fees ranging between $500 to $2,500 for each meeting such directors participate in. 3. Committee meeting fees ranging between $500 to $1,500 for each meeting such directors participate in. 4. Any non-employee director who also serves as chairman of the Audit Committee receives an annual retainer of $7,500. 5. We pay fees and retainers to our non-employee directors in cash on a quarterly basis. 6. We promptly reimburse all directors for transportation and lodging expenses actually incurred to attend meetings of our Board of Directors or committees. Equity Compensation Each of the directors will receive an initial grant of options to purchase 7,500 shares of the common stock of the Company at the grant date's market price. The options will be granted within 30 days of the election of the director to the Board, and will be exercisable 12 months after the grant date. Each non-employee director shall receive annually from the second year options to purchase 5,000 shares of the common stock of the Company at the stock's New York Stock Exchange closing price on the date of the grant. A copy of the Registrant's compensation schedule in connection herewith is furnished as Exhibit 10.1 to this report on Form 8-K and is incorporated herein by reference. In addition to the above, the Registrant intends to enter into an indemnification agreement with the newly elected directors. -3- ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (a) On September 30, 2005, Edward Muller informed the Board of his departure from the Board of Directors. A Current Report on Form 8-K has been filed by the Registrant in connection therewith on October 3, 2005. (b) On October 26, 2005, the Board of Directors unanimously elected Roger W. Gale and Elon Kohlberg as new, independent Board members of the Company. Mr. Gale has also been named to the Audit Committe and Mr. Kohlberg to the Nominating and Corporate Governance Committe of the Company's Board. A copy of the Registrant's press release in connection therewith, dated October 31, 2005, is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference. There are no understandings or arrangements between Mr. Gale and Mr. Kohlberg and any other person pursuant to which Messrs. Gale and Kohlberg were selected as directors, and there are no reportable transactions under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS The following exhibits are furnished as part of this report on Form 8-K: 10.1 Registrant's Compensation Schedule. 99.1 Press release of the Registrant dated October 31, 2005. SAFE HARBOR STATEMENT Information provided in this report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company's plans, objectives and expectations for future operations and are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see "Risk Factors" as described in the Company's Annual Report on Form 10-K/A for the fiscal year ending December 31, 2004, filed with the Securities and Exchange Commission on April 12, 2005. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ORMAT TECHNOLOGIES, INC. (Registrant) By /s/ Yehudit Bronicki Yehudit Bronicki Chief Executive Officer Date: October 31, 2005 -5- EXHIBIT INDEX Exhibit Number Description ------- ----------- 10.1 Registrant's Compensation Schedule 99.1 Press Release of Registrant dated October 31, 2005 -6-