December 5, 2011
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
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Re:
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Ormat Technologies, Inc. |
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CIK: 0001296445 |
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Form Type: S-3 |
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File Number: 333-177838 |
Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C under the Securities Act of 1933, as amended (the
Securities Act), Ormat Technologies, Inc. (the Company) hereby respectfully requests the
withdrawal of the above-referenced Registration Statement on Form S-3, together with all
exhibits thereto (the Registration Statement), effective as of the date hereof. The
Registration Statement was filed with the Securities and Exchange Commission (the
Commission) on November 9, 2011. Pursuant to the Registration Statement, the Company
proposed to register senior debt securities, subordinated debt securities, common stock, par
value $.001 per share, (including associated preferred share purchase rights), warrants and
units of the Company (the Securities) as may from time to time be issued at indeterminate
prices.
The Registration Statement is being withdrawn because shortly after filing the Registration
Statement on November 9, 2011, the Company became aware of the fact that it may not have
satisfied the registrant requirements under general instructions I.A.3(b) of Form S-3 because
it was late in filing one Exchange Act Report. That late report was an amendment of the Item
5.07 Current Report on Form 8-K (which it timely filed on May 5, 2011) to report its decision
to follow the advisory vote of its shareholders concerning the frequency of shareholder votes
on executive compensation, as required by Item 5.07(d) of Form 8-K. On November 21, 2011, the
Company requested that the Staff of the Division of Corporation Finance confirm that the late
filing of the amendment would not affect the Companys eligibility to use Form S-3 for the
Registration Statement. On December 1, 2011, the Staff informed Chadbourne & Parke LLP, counsel
to the Company, that it had denied the Companys request. The Company is therefore withdrawing
the Registration Statement. No Securities have been sold pursuant to the Registration
Statement.
The Company understands that the application for withdrawal of the Registration Statement will
be deemed granted at the time the application is filed unless, within 15 calendar days after
the application is filed, the Commission notifies the Company that the application for
withdrawal will not be granted.
ORMAT TECHNOLOGIES, INC.
6225 Neil Road Reno, NV 89511-1136 Telephone: (775) 356-9029 Facsimile: (775) 356-9039
The Company also requests that all fees paid to the Commission in connection with the filing
of the Registration Statement be credited to the Companys account with the Commission for future
use.
If you have any questions regarding this request for withdrawal, please contact Noam Ayali
(202-974-5600) or Charles E. Hord (212-408-5100) of Chadbourne & Parke LLP, counsel for the
Company.
Very truly yours,
ORMAT TECHNOLOGIES, INC.
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By:
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/s/ Joseph Tenne |
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Joseph Tenne
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Chief Financial Officer |
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VIA EDGAR
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cc: |
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Scott Anderegg, Esq., Securities and Exchange Commission
Yehudit Bronicki, Chief Executive Officer, Ormat Technologies, Inc.
Noam Ayali, Esq., Chadbourne & Parke LLP
Charles E. Hord, Esq., Chadbourne & Parke LLP |
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