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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Ormat Technologies, Inc. 10-K 12/31/20 144:33M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.23M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 52K
3: EX-10.10 Material Contract HTML 125K
4: EX-10.13 Material Contract HTML 165K
5: EX-10.34 Material Contract HTML 876K
6: EX-10.35 Material Contract HTML 71K
7: EX-10.36 Material Contract HTML 172K
8: EX-21.1 Subsidiaries List HTML 41K
9: EX-23.1 Consent of Expert or Counsel HTML 40K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 41K
20: R1 Document And Entity Information HTML 101K
21: R2 Consolidated Balance Sheets HTML 199K
22: R3 Consolidated Balance Sheets (Parentheticals) HTML 71K
23: R4 Consolidated Statements of Operations and HTML 179K
Comprehensive Income (Loss)
24: R5 Consolidated Statements of Equity HTML 185K
25: R6 Consolidated Statements of Equity (Parentheticals) HTML 52K
26: R7 Consolidated Statements of Cash Flows HTML 195K
27: R8 Note 1 - Business and Significant Accounting HTML 278K
Policies
28: R9 Note 2 - Business Acquisitions and Others HTML 77K
29: R10 Note 3 - Inventories HTML 49K
30: R11 Note 4 - Cost and Estimated Earnings on HTML 58K
Uncompleted Contracts
31: R12 Note 5 - Investment in Unconsolidated Companies HTML 58K
32: R13 Note 6 - Variable Interest Entities HTML 86K
33: R14 Note 7 - Fair Value of Financial Instruments HTML 268K
34: R15 Note 8 - Property, Plant and Equipment and HTML 149K
Construction-in-process
35: R16 Note 9 - Intangible Assets and Goodwill HTML 62K
36: R17 Note 10 - Accounts Payable and Accrued Expenses HTML 59K
37: R18 Note 11 - Long-term Debt, Credit Agreements and HTML 250K
Commercial Paper
38: R19 Note 12 - Puna Power Plant Transactions HTML 47K
39: R20 Note 13 - Tax Monetization Transactions HTML 59K
40: R21 Note 14 - Asset Retirement Obligation HTML 52K
41: R22 Note 15 - Stock-based Compensation HTML 271K
42: R23 Note 16 - Interest Expense, Net HTML 53K
43: R24 Note 17 - Income Taxes HTML 189K
44: R25 Note 18 - Business Segments HTML 204K
45: R26 Note 19 - Transactions With Related Entities HTML 44K
46: R27 Note 20 - Employee Benefit Plan HTML 59K
47: R28 Note 21 - Commitments and Contingencies HTML 63K
48: R29 Note 22 - Leases HTML 91K
49: R30 Note 23 - Quarterly Financial Information HTML 189K
(Unaudited)
50: R31 Note 24 - Subsequent Events HTML 49K
51: R32 Significant Accounting Policies (Policies) HTML 347K
52: R33 Note 1 - Business and Significant Accounting HTML 150K
Policies (Tables)
53: R34 Note 2 - Business Acquisitions and Others (Tables) HTML 66K
54: R35 Note 3 - Inventories (Tables) HTML 50K
55: R36 Note 4 - Cost and Estimated Earnings on HTML 57K
Uncompleted Contracts (Tables)
56: R37 Note 5 - Investment in Unconsolidated Companies HTML 55K
(Tables)
57: R38 Note 6 - Variable Interest Entities (Tables) HTML 79K
58: R39 Note 7 - Fair Value of Financial Instruments HTML 261K
(Tables)
59: R40 Note 8 - Property, Plant and Equipment and HTML 143K
Construction-in-process (Tables)
60: R41 Note 9 - Intangible Assets and Goodwill (Tables) HTML 58K
61: R42 Note 10 - Accounts Payable and Accrued Expenses HTML 58K
(Tables)
62: R43 Note 11 - Long-term Debt, Credit Agreements and HTML 186K
Commercial Paper (Tables)
63: R44 Note 14 - Asset Retirement Obligation (Tables) HTML 51K
64: R45 Note 15 - Stock-based Compensation (Tables) HTML 256K
65: R46 Note 16 - Interest Expense, Net (Tables) HTML 53K
66: R47 Note 17 - Income Taxes (Tables) HTML 174K
67: R48 Note 18 - Business Segments (Tables) HTML 200K
68: R49 Note 20 - Employee Benefit Plan (Tables) HTML 50K
69: R50 Note 22 - Leases (Tables) HTML 90K
70: R51 Note 23 - Quarterly Financial Information HTML 188K
(Unaudited) (Tables)
71: R52 Note 1 - Business and Significant Accounting HTML 181K
Policies 1 (Details Textual)
72: R53 Note 1 - Business and Significant Accounting HTML 46K
Policies 2 (Details Textual)
73: R54 Note 1 - Business and Significant Accounting HTML 49K
Policies - Cash and Restricted Cash and Cash
Equivalents (Details)
74: R55 Note 1 - Business and Significant Accounting HTML 61K
Policies - Property, Plant, and Equipment
Estimated Useful Life (Details)
75: R56 Note 1 - Business and Significant Accounting HTML 58K
Policies - Contract Assets (Liabilities) (Details)
76: R57 Note 1 - Business and Significant Accounting HTML 96K
Policies - Impact of Adoption (Details)
77: R58 Note 1 - Business and Significant Accounting HTML 46K
Policies - ROU Assets Useful Life (Details)
78: R59 Note 1 - Business and Significant Accounting HTML 49K
Policies - Shares Used to Calculate Earnings Per
Share (Details)
79: R60 Note 1 - Business and Significant Accounting HTML 49K
Policies - Redeemable Noncontrolling Interest
(Details)
80: R61 Note 1 - Business and Significant Accounting HTML 47K
Policies - Changes in the Allowance for Expected
Credit Losses (Details)
81: R62 Note 2 - Business Acquisitions and Others (Details HTML 107K
Textual)
82: R63 Note 2 - Business Acquisitions and Others - Fair HTML 80K
Value of Amounts of Identified Assets and
Liabilities Assumed in a Business Combination
(Details)
83: R64 Note 2 - Business Acquisitions and Others - HTML 46K
Summary of Pro Forma Information Related to a
Business Combination (Details)
84: R65 Note 3 - Inventories - Inventories, Current HTML 47K
(Details)
85: R66 Note 4 - Cost and Estimated Earnings on HTML 46K
Uncompleted Contracts - Cost and Estimated
Earnings on Uncompleted Contracts (Details)
86: R67 Note 4 - Cost and Estimated Earnings on HTML 47K
Uncompleted Contracts - Cost and Estimated
Earnings on Uncompleted Contracts Included in
Consolidated Balance Sheets (Details)
87: R68 Note 5 - Investment in Unconsolidated Companies HTML 58K
(Details Textual)
88: R69 Note 5 - Investment in Unconsolidated Companies - HTML 45K
Unconsolidated Investments Mainly in Power Plants
(Details)
89: R70 Note 5 - Investment in Unconsolidated Companies - HTML 44K
Unrealized Gain (Loss) on Derivative Instruments
(Details)
90: R71 Note 6 - Variable Interest Entities - Assets and HTML 114K
Liabilities for the Company's 2015 Variable
Interest Entity (Details)
91: R72 Note 7 - Fair Value of Financial Instruments HTML 47K
(Details Textual)
92: R73 Note 7 - Fair Value of Financial Instruments - HTML 91K
Financial Assets and Liabilities at Fair Value
(Details)
93: R74 Note 7 - Fair Value of Financial Instruments - HTML 53K
Amounts of Gain (Loss) Recognized in Condensed
Consolidated Statements on Derivative Instruments
Not Designated as Hedges (Details)
94: R75 Note 7 - Fair Value of Financial Instruments - HTML 59K
Derivative Instruments in Other Comprehensive
Income (Loss) (Details)
95: R76 Note 7 - Fair Value of Financial Instruments - HTML 90K
Fair Value of Long-term Debt Approximates Its
Carrying Amount, Exceptions (Details)
96: R77 Note 7 - Fair Value of Financial Instruments - HTML 116K
Fair Value of Financial Instruments (Details)
97: R78 Note 8 - Property, Plant and Equipment and HTML 75K
Construction-in-process (Details Textual)
98: R79 Note 8 - Property, Plant and Equipment and HTML 65K
Construction-in-process - Property, Plant and
Equipment, Net (Details)
99: R80 Note 8 - Property, Plant and Equipment and HTML 55K
Construction-in-process - Construction-in-process
(Details)
100: R81 Note 8 - Property, Plant and Equipment and HTML 104K
Construction-in-process - Activity in Construction
and Development (Details)
101: R82 Note 9 - Intangible Assets and Goodwill (Details HTML 63K
Textual)
102: R83 Note 9 - Intangible Assets and Goodwill - HTML 55K
Estimated Future Amortization Expense (Details)
103: R84 Note 9 - Intangible Assets and Goodwill - Goodwill HTML 47K
(Details)
104: R85 Note 10 - Accounts Payable and Accrued Expenses - HTML 68K
Accounts Payable and Accrued Expenses (Details)
105: R86 Note 11 - Long-term Debt, Credit Agreements and HTML 438K
Commercial Paper (Details Textual)
106: R87 Note 11 - Long-term Debt, Credit Agreements and HTML 204K
Commercial Paper - Long-term Debt (Details)
107: R88 Note 11 - Long-term Debt, Credit Agreements and HTML 58K
Commercial Paper - Future Minimum Payments Under
Long-term Obligations (Details)
108: R89 Note 12 - Puna Power Plant Transactions (Details HTML 54K
Textual)
109: R90 Note 13 - Tax Monetization Transactions (Details HTML 112K
Textual)
110: R91 Note 14 - Asset Retirement Obligations - HTML 49K
Reconciliation of the Beginning and Ending
Aggregate Carrying Amount of Asset Retirement
Obligation (Details)
111: R92 Note 15 - Stock-based Compensation (Details HTML 177K
Textual)
112: R93 Note 15 - Stock-based Compensation - Compensation HTML 52K
Related to Stock-based Awards (Details)
113: R94 Note 15 - Stock-based Compensation - Fair Value of HTML 81K
Stock-based Award on the Date of Grant (Details)
114: R95 Note 15 - Stock-based Compensation - Fair Value of HTML 58K
Stock-based Award Using Exercise Multiple-based
Lattice SAR Pricing Model Assumptions (Details)
115: R96 Note 15 - Stock-based Compensation - Summary of HTML 89K
the Status of the 2012 Incentive Plan (Details)
116: R97 Note 15 - Stock-based Compensation - Summary of HTML 139K
Information About Stock-based Awards Outstanding
(Details)
117: R98 Note 16 - Interest Expense, Net - Components of HTML 49K
Interest Expense (Details)
118: R99 Note 17 - Income Taxes (Details Textual) HTML 176K
119: R100 Note 17 - Income Taxes - Income From Continuing HTML 50K
Operations Before Income Taxes and Equity in
Income (Losses) of Investees (Details)
120: R101 Note 17 - Income Taxes - Components of Income Tax HTML 73K
Provision (Details)
121: R102 Note 17 - Income Taxes - Difference Between US HTML 80K
Federal Statutory Tax Rate and Company's Effective
Tax Rate (Details)
122: R103 Note 17 - Income Taxes - Net Deferred Tax Assets HTML 82K
and Liabilities (Details)
123: R104 Note 17 - Income Taxes - Reconciliation of HTML 45K
Beginning and Ending Valuation Allowance (Details)
124: R105 Note 17 - Income Taxes - Balance Sheet HTML 51K
Presentation of Deferred Taxes (Details)
125: R106 Note 17 - Income Taxes - Reconciliation of HTML 48K
Beginning and Ending Amounts of Unrecognized Tax
Benefits (Details)
126: R107 Note 17 - Income Taxes - Foreign Subsidiaries HTML 53K
Income Tax Years Open to Examination (Details)
127: R108 Note 18 - Business Segments (Details Textual) HTML 59K
128: R109 Note 18 - Business Segments - Summarized Financial HTML 112K
Information Concerning Reportable Segments
(Details)
129: R110 Note 18 - Business Segments - Reconciling HTML 74K
Information Between Reportable Segments and
Consolidated Totals (Details)
130: R111 Note 18 - Business Segments - Revenues as Reported HTML 62K
in the Geographic Area (Details)
131: R112 Note 18 - Business Segments - Long Lived Assets HTML 46K
(Details)
132: R113 Note 18 - Business Segments - Revenue From Major HTML 54K
Customers (Details)
133: R114 Note 20 - Employee Benefit Plan (Details Textual) HTML 54K
134: R115 Note 20 - Employee Benefit Plan - Expected Future HTML 53K
Benefit Payments (Details)
135: R116 Note 21 - Commitments and Contingencies (Details HTML 69K
Textual)
136: R117 Note 22 - Leases - Lessee's Total Lease Cost HTML 74K
(Details)
137: R118 Note 22 - Leases - Lessee Future Minimum Lease HTML 78K
Payments (Details)
138: R119 Note 22 - Leases - Lease Income Recognized HTML 41K
(Details)
139: R120 Note 23 - Quarterly Financial Information HTML 150K
(Unaudited) - Quarterly Financial Information
(Details)
140: R121 Note 24 - Subsequent Events (Details Textual) HTML 52K
142: XML IDEA XML File -- Filing Summary XML 280K
19: XML XBRL Instance -- ora20201231_10k_htm XML 7.41M
141: EXCEL IDEA Workbook of Financial Reports XLSX 213K
15: EX-101.CAL XBRL Calculations -- ora-20201231_cal XML 331K
16: EX-101.DEF XBRL Definitions -- ora-20201231_def XML 3.09M
17: EX-101.LAB XBRL Labels -- ora-20201231_lab XML 2.50M
18: EX-101.PRE XBRL Presentations -- ora-20201231_pre XML 3.13M
14: EX-101.SCH XBRL Schema -- ora-20201231 XSD 506K
143: JSON XBRL Instance as JSON Data -- MetaLinks 721± 1.22M
144: ZIP XBRL Zipped Folder -- 0001437749-21-004274-xbrl Zip 1.88M
Exhibit 4.4
DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
The following is a description of the common stock, par value $0.001 per share, of Ormat Technologies, Inc. (the “Company,” “we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description is a summary and is qualified in its entirety by reference to the amended and restated certificate of incorporation and amended and restated by-laws, copies of which are filed as Exhibits 3.1 and 3.3, respectively, to the Current Report on Form 8-K of the Company filed on November 12, 2019. We refer in this exhibit to our amended and restated certificate of incorporation as our certificate of incorporation, and we refer to our amended and restated by-laws as our by-laws.
General
Our authorized capital stock consists of 200 million shares of common stock, par value $0.001 per share, and 5 million shares of preferred stock, par value $0.001 per share, of which our board of directors has designated 500,000 shares as Series A Junior Participatory Preferred Stock.
As of February 24, 2021, 55,983,259 shares of our common stock were outstanding and no shares of preferred stock were outstanding.
Common Stock
Voting Rights. The holders of our common stock are entitled to one vote for each outstanding share of common stock owned by that stockholder on every matter properly submitted to the stockholders for their vote.
Directors shall be elected by a majority of all votes cast for each of the director nominees at each annual meeting, except for contested elections (i.e., elections in which there are a greater number of candidates than there are seats to be filled), in which case the directors shall be elected by a plurality vote of all votes cast for the election of directors at such meeting. Subject to the rights of the holders of any series of preferred stock or any other series or class of stock, as provided in the certificate of incorporation or in any preferred stock designation, to elect additional directors under specific circumstances, at a meeting of stockholders called expressly for that purpose, one or more members of the Board of Directors (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of directors. For all other matters, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by the by-laws, the certificate of incorporation or the DGCL.
Written Consent of Stockholders. Our certificate of incorporation and by-laws permit our stockholders to act by written consent without a meeting.
Dividend Rights and Liquidation Rights. Subject to the dividend rights of the holders of any outstanding series of preferred stock, holders of our common stock are entitled to receive ratably such dividends and other distributions of cash or any other right or property as may be declared by our board of directors out of our assets or funds legally available for such dividends or distributions.
In the event of any voluntary of involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.
Other Rights and Preferences. Holders of our common stock have no conversion, redemption, preemptive, subscription or similar rights pursuant to our certificate of incorporation or by-laws.
Preferred Stock
Our board of directors is authorized, subject to any limitations prescribed by law, to issue up to 5,000,000 shares of preferred stock in one or more series without further stockholder approval. The board has discretion to determine the rights, preferences, privileges and restrictions of, including, without limitation, voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of, and to fix the number of shares of, each series of our preferred stock. Our board of directors has designated 500,000 shares of our preferred stock as Series A Junior Participatory Preferred Stock. Our board of directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest.
The rights, preferences and privileges of holders of our common stock may be affected by the rights, preferences and privileges granted to holders of preferred stock.
Anti-Takeover Effects of our Certificate of Incorporation and By-laws and Delaware Law
Certain provisions in our certificate of incorporation and by-laws may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders. These provisions include the items described below.
Special Meetings. Our certificate of incorporation and by-laws provide that a special meeting of stockholders may be called only by the Chairman of the Board, the President, our board of directors, the holders of not less than a majority of all of the outstanding shares of the corporation entitled to vote at the meeting or, at any time that Ormat Industries (or a certain transferee of Ormat Industries) owns at least 20% of the then outstanding shares of our common stock, by Ormat Industries (or such transferee). Stockholders are not permitted to call, or to require that the board of directors call, a special meeting of stockholders. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting pursuant to the notice of the meeting given by us. Our by-laws establish an advance notice procedure for stockholders to nominate candidates for election as directors or to bring other business before meetings of our stockholders.
Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any “business combination” (as defined below) with any “interested stockholder” (as defined below) for a period of three years following the date that such stockholder became an interested stockholder, unless: (1) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (2) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock that is not owned by the interested stockholder.
Section 203 of the Delaware General Corporation Law defines “business combination” to include: (1) any merger or consolidation involving the corporation and the interested stockholder; (2) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; (3) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (4) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (5) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.
Additional Authorized Shares of Capital Stock. The additional shares of authorized common stock and preferred stock available for issuance our certificate of incorporation could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.
Advance Notice Requirements. Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or other business to be brought before meetings of the stockholders. These procedures provide that notice of stockholder proposals of these kinds must be timely given in writing before the meeting at which the action is to be taken. Generally, to be timely, notice of stockholder proposals must be received at the principal executive offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation. The notice must contain certain information specified in the bylaws.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/21 | |||
| 2/24/21 | 8-K | |||
| For Period end: | 12/31/20 | SD | ||
| 11/12/19 | 4/A, 8-K, 8-K/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Ormat Technologies, Inc. 10-K 12/31/23 139:27M RDG Filings/FA 2/24/23 Ormat Technologies, Inc. 10-K 12/31/22 140:25M RDG Filings/FA 2/25/22 Ormat Technologies, Inc. 10-K 12/31/21 143:66M RDG Filings/FA |