Page 8 of 13 – SEC Filing
The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by JCP Partnership and JCP Drawdown III were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate
purchase price of the 938,360 Shares owned directly by JCP Partnership is approximately $3,281,456, including brokerage commissions.
The aggregate purchase price of the 1,916,588 Shares owned directly by JCP Drawdown III is approximately $8,724,372, including
brokerage commissions.
The Shares beneficially
owned directly by Mr. Pappas represent Shares underlying certain options awarded to Mr. Pappas in his capacity as a director of
the Issuer that are exercisable within 60 days of the date hereof. Mr. Pappas has also been awarded an additional 8,166 options
that do not vest within the next 60 days.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On January 24, 2018,
JCP Management and certain of its affiliates (collectively, “JCP”) entered into a voting agreement (the “Voting
Agreement”) with Ormat Nevada Inc., a Delaware corporation (“Ormat”), in connection with that certain Agreement
and Plan of Merger (the “Merger Agreement”), dated January 24, 2018, by and among Ormat, OGP Holding Corp., a Delaware
corporation and wholly-owned subsidiary of Ormat (“Merger Sub”), and the Issuer, pursuant to which Merger Sub will
merge with and into the Issuer (the “Merger”), with the Issuer continuing as a subsidiary of Ormat. Under the terms
of the Merger Agreement, stockholders of the Issuer will receive $5.45 per Share in cash. The Merger is expected to close in the
second quarter of 2018, subject to the receipt of stockholder approval of the Issuer and satisfaction of customary closing conditions,
including applicable regulatory approvals.
Pursuant to the Voting
Agreement, JCP agreed, among other things, to vote all of the Shares it beneficially owns (and all other Shares that it may subsequently
acquire) to approve the Merger and the Merger Agreement; provided, however, that JCP’s voting obligations will be suspended
in the event that, and for so long as, the Issuer’s Board of Directors is not recommending that stockholders of the Issuer
vote in favor of the Merger. The Voting Agreement will terminate upon the earliest to occur of (a) the effective time of the Merger,
(b) the date on which the Merger Agreement is terminated in accordance with its terms and (c) the making of any change by amendment,
waiver or other modification to any provision of the Merger Agreement that decreases the amount or changes the form of the Merger
Consideration (as defined in the Merger Agreement).
The foregoing description
of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference. In addition, reference is made to the Merger Agreement, which is attached as Exhibit
2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 25, 2018.
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