Post-effective Amendment to Registration Statement (pos Am)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 3, 2018

Registration No. 333-202907

Registration No. 333-192611

Registration No. 333-170202

Registration No. 333- 163384

Registration No. 333-158355

Registration No. 333-165728

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENTS

UNDER

THE SECURITIES ACT OF 1933

U.S. GEOTHERMAL INC.

(Exact name of registrant as specified in its charter)

Delaware

84-1472231

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

390 E. Parkcenter Blvd., Ste 250

Boise, Idaho 83706

(208) 424-1027

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Doron Blachar
Treasurer
U.S. Geothermal Inc.
390 E. Parkcenter Blvd., Ste 250
Boise, Idaho 83706
(208) 424-1027

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

copies to:

Kimberley Anderson

Dorsey & Whitney LLP

701 Fifth Avenue, Suite 6100

Seattle, WA 98104

(206) 903-8800

Approximate date of commencement of proposed sale to the public : Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-3 (the “Registration Statements”) of U.S. Geothermal Inc. (the “Company”):

●

Registration Statement No. 333-202907, filed with the SEC on March 20, 2015.

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Registration Statement No. 333-192611, filed with the SEC on November 29, 2013 (as amended by Amendment No. 1 filed on January 22, 2014).

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Registration Statement No. 333-170202, filed with the SEC on October 28, 2010 (as amended by Amendment No. 1 filed on November 24, 2010).

●

Registration Statement No. 333-163384 on Form S-1, filed with the SEC on November 27, 2009 (as amended by Amendment No. 1 filed on January 11, 2010) and converted to a Registration Statement on Form S-3 pursuant to Post-Effective Amendment No. 1 to Form S-1 on Form S-3, filed with the SEC on July 2, 2010.

●

Registration Statement No. 333-158355, filed with the SEC on April 1, 2009.

●

Registration Statement No. 333-165728 on Form S-1, filed with the SEC on March 26, 2010 and converted to a Registration Statement on Form S-3 pursuant to a Post-Effective Amendment No. 1 to Form S-1 on Form S-3, filed with the SEC on July 2, 2010.

On April 24, 2018, pursuant to an Agreement and Plan of Merger, dated as of January 24, 2018, by and among the Company, Ormat Nevada Inc., a Delaware corporation (“Ormat”), and OGP Holding Corp., a Delaware corporation and a wholly owned subsidiary of Ormat (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Ormat (the “Merger”).

As a result of the Merger, any offering pursuant to the Registration Statements has been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho on the 3rd day of May, 2018.