S-8

As filed with the Securities and Exchange Commission on May 6, 2015

     Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRIMO WATER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	30-0278688
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification  No.)

104 Cambridge Plaza Drive
Winston-Salem, NC	27104
(Address of principal executive offices)	(Zip Code)

Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan

 (Full title of the plan)

Mark Castaneda

Chief Financial Officer

Primo Water Corporation

104 Cambridge Plaza Drive

Winston-Salem, North Carolina 27104

(Name and address of agent for service)

336-331-4000

(Telephone number, including area code,

of agent for service)

Copy to:

Sean M. Jones

Patrick J. Rogers

K&L Gates LLP

Hearst Tower, 47th Floor

Charlotte, North Carolina 28203

704-331-7406

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☑
Non-accelerated  filer   ☐	Smaller reporting company  ☐
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)(2)			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, $0.001 par value per share, to be issued under the Amended and Restated 2010 Omnibus Long-Term Incentive Plan		1,500,000	(3)	$	5.19	(4)	$	7,785,000	(4)	$	905

(1) Pursuant to Rule 416(a) and (b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional shares of Common Stock which may become issuable by reason of any stock split, stock dividend or other similar transaction which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) Pursuant to General Instruction E of the General Instructions to Form S-8, this Registration Statement incorporates by reference the Registrant’s Registration Statements on Form S-8 (Registration Nos. 333-175165 and 333-192341), which relate, among other things, to the issuance and sale from time to time of up to 718,273 and 1,500,000 shares, respectively, of the registrant’s Common Stock pursuant to the Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan.

(3) Represents an increase to the authorized number of shares of Common Stock as to which equity compensation may be granted under the Amended and Restated 2010 Omnibus Long-Term Incentive Plan approved by the Registrant’s stockholders.

(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act and based on the average of the high and low prices of the Common Stock at May 1, 2015 as reported on the Nasdaq Global Market.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 registers the offer and sale of an additional 1,500,000 shares of our common stock, par value $0.001 per share, for issuance under the Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan. In accordance with General Instruction E to Form S-8, the contents of the Registrant’s prior Registration Statements on Form S-8 (Registration Nos. 333-175165 and 333-192341) are hereby incorporated by reference except to the extent expressly superseded herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this Registration Statement:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 16, 2015;

· Quarterly Report on Form 10-Q for the period ended March 31, 2015 filed with the SEC on May 6, 2015;

· Current Report on Form 8-K filed on May 5, 2015 (other than portions of those documents furnished but deemed not to have been filed); and

· The description of the Registrant’s common stock contained in the Registration Statement on Form S-1 filed with the SEC on March 12, 2010, as amended (File No. 333-165452), which description is incorporated by reference into the Registration Statement on Form 8-A (File No. 001-34850) filed with the SEC pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) on August 11, 2010, including any amendment or report filed for the purpose of updating such description.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.  The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the SEC.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

Exhibit Number	Description
4.1	Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders filed on April 13, 2012, which is incorporated herein by reference).
4.2	Amendment No. 1 to Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2015 Annual Meeting of Stockholders filed on March 30, 2015, which is incorporated herein by reference).
5.1	Opinion of K&L Gates LLP (filed herewith).
23.1	Consent of McGladrey LLP (filed herewith).
23.2	Consent of K&L Gates LLP (contained in Exhibit 5 to this Registration Statement and filed herewith).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on May 6, 2015.

PRIMO WATER CORPORATION
By:	/s/ Billy D. Prim
	Name: Billy D. Prim
	Title:   Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Billy D. Prim, Mark Castaneda and David J. Mills and each of them, his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated, in each case on May 6, 2015:

Signature	Title
/s/ Billy D. Prim	Chairman, Chief Executive Officer and Director
Billy D. Prim	(Principal Executive Officer)
/s/ Mark Castaneda	Chief Financial Officer
Mark Castaneda	(Principal Financial Officer)
/s/ David J. Mills	Vice President of Finance
David J. Mills	(Principal Accounting Officer)
/s/ Richard A. Brenner	Director
Richard A. Brenner
/s/ Susan E. Cates	Director
Susan E. Cates
/s/ Jack C. Kilgore	Director
Jack C. Kilgore
/s/ Malcolm McQuilkin	Director
Malcolm McQuilkin

EXHIBIT INDEX

Exhibit Number	Description
4.1	Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders filed on April 13, 2012, which is incorporated herein by reference).
4.2	Amendment No. 1 to Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2015 Annual Meeting of Stockholders filed on March 30, 2015, which is incorporated herein by reference).
5.1	Opinion of K&L Gates LLP (filed herewith).
23.1	Consent of McGladrey LLP (filed herewith).
23.2	Consent of K&L Gates LLP (contained in Exhibit 5 to this Registration Statement and filed herewith).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

EX-5.1

EXHIBIT 5.1

K&L GATES LLP HEARST TOWER 47TH FLOOR 214 NORTH TRYON STREET CHARLOTTE, NC 28202 T  704.331.7400    F 704.331.7598    klgates.com

 

May 6, 2015

Primo Water Corporation

104 Cambridge Plaza Drive

Winston-Salem, NC 27104

Ladies and Gentlemen:

We have acted as counsel to Primo Water Corporation, a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to a registration statement on Form S-8 (such registration statement is hereinafter referred to as the “Registration Statement”) under the Securities Act filed with the Securities and Exchange Commission (the “Commission”) in connection with Amendment No. 1 to the Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (as so amended, the “Plan”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms under the Plan.

You have requested our opinion as to the matters set forth below in connection with the Registration Statement.  For purposes of rendering that opinion, we have examined: (a) the Registration Statement, (b) the Company’s Sixth Amended and Restated Certificate of Incorporation, (c) the Company’s Amended and Restated Bylaws as in effect on the date hereof, (d) the Plan, and (e) a certificate of an officer of the Company, dated as of the date hereof.  Other than our review of the documents listed in (a) through (e) above, we have not reviewed any other documents or made any independent investigation for the purpose of rendering this opinion and we make no representation as to the scope or sufficiency of our document review for your purposes.  With your consent, our opinion is qualified in all respects by the scope of such document examination.

For the purposes of this opinion letter, we have assumed that: (a) each document submitted to us is accurate and complete; (b) each such document that is an original is authentic; (c) each such document that is a copy conforms to an authentic original; (d) all signatures on each such document are genuine; and (e) the Company is and shall remain at all times a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.  We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party.  We have not verified any of those assumptions.

Primo Water Corporation

May 6, 2015

Page  2

In rendering our opinion below, we also have assumed that: (a) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of a Share under the Plan; (b) the Shares will be evidenced be appropriate certificates, duly executed and delivered or the Company’s Board of Directors will adopt a resolution, providing that all Shares shall be uncertificated in accordance with Section 158 of the Delaware General Corporation Law (the “DGCL”), prior to their issuance; (c) the issuance of each Share will be duly noted in the Company’s stock ledger upon its issuance; (d) the Plan constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (e) the Company will receive consideration for each Share at least equal to the par value of such share of Common Stock and in the amount required by the Plan and the applicable Award Agreement; and (f) the Company’s Board of Directors will duly authorize each Award granted under the Plan pursuant to which any Share will be issued in accordance with the DGCL and the Plan.

Our opinion set forth below is limited to the DGCL.

Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company pursuant to, and on the terms set forth in, the Plan and, when, and if, issued pursuant to the terms of the Plan will be validly issued, fully paid, and nonassessable.

This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ K&L Gates LLP

K&L Gates LLP

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Primo Water Corporation of our reports dated March 16, 2015, relating to our audits of the consolidated financial statements and internal control over financial reporting, which appear in the Annual Report on Form 10-K of Primo Water Corporation for the year ended December 31, 2014.

/s/ McGladrey LLP

Raleigh, North Carolina

May 6, 2015