8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2005

COTT CORPORATION

(Exact name of registrant as specified in its charter)

CANADA	000-19914	None
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

207 Queen’s Quay West, Suite 340 Toronto, Ontario, Canada	M5J 1A7
4211 W. Boy Scout Boulevard, Suite 290 Tampa, Florida, United States	33607
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (416) 203-3898, (813) 313-1800

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05.           Costs Associated with Exit or Disposal Activities.

     On September 29, 2005, as previously reported in the Current Report on Form 8-K filed by Cott Corporation (the “Company”) on October 4, 2005 (the “Announcement 8-K”), the Company announced a plan to realign the management of its Canadian and United States businesses to a North American basis (the “Realignment Plan”). In the Announcement 8-K, the Company reported that it expected to record certain pre-tax charges of $60 to $80 million over the 12 to 18 month period following the announcement of the Realignment Plan, that the largest of the charges would be related to asset impairment and that there would also be additional charges for severance, termination and other costs.

     As previously reported on the Current Report on Form 8-K/A filed on October 26, 2006, the Company announced that it had revised the range of expected charges from $60 to $80 million to $115 to $125 million, to reflect the effect of additional plant closures, office consolidation and organizational streamlining. That range included $49.3 million in charges the Company had incurred since September 29, 2005 in connection with its Realignment Plan and other assets impairment.

     On June 29, 2007, the Company announced that as part of the Realignment Plan, and concurrent with the last step in office closings and the consolidation of the senior leadership team in Tampa, Florida, it will make headcount reductions resulting in a charge of approximately $8.0 million in the second quarter of 2007. This charge forms part of the restructuring costs previously announced in October 2006.

     A copy of the press release dated June 29, 2007 is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 2.06.           Material Impairments.

     The information reported in Item 2.05 is hereby incorporated by reference.

Item 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On June 29, 2007, the Company announced that as part of the headcount reductions under the Realignment Plan, Mark Halperin, Chief Legal & Ethics Officer and Corporate Secretary and John Dennehy, President, North America will be terminated without cause effective August 31, 2007 (the “Termination Date”).

     In connection with their termination without cause and consistent with the terms of the Company’s Amended and Restated Retention, Severance and Non-Competition Plan described in the Company’s Current Report on Form 8-K filed on May 17, 2007, as amended as described in the Company’s Current Report on Form 8-K filed on June 29, 2007 (the “Retention Plan”), Messrs. Halperin and Dennehy will each receive a cash payment equal to twice the sum of their respective annual base salaries, annual car allowance, annual bonus at target for 2007 and the value of certain health benefits. Each will also be entitled to be paid accrued salary and vacation pay to the Termination Date and a lump sum payment of a pro rata 2007 bonus at target, all

subject to applicable withholdings. With respect to Mr. Dennehy, the Company will include an additional payment of $200,000 as a relocation allowance.

     These payments will result in aggregate payments on the Termination Date to Mr. Halperin of C$1,857,607 and to Mr. Dennehy of US$2,050,235. The Company will also make a payment equal to the value (based on the closing price of the Company's stock on August 31, 2007) of 29,315 performance share units, in the case of Mr. Halperin, and 43,710 performance share units, in the case of Mr. Dennehy, representing the pro rata portion of performance share units granted to each in 2006 and 2007. Each will also continue to participate in the Company's benefits plans for up to 2 years.

     The Company also announced that the roles of President, North America and Chief Manufacturing and Supply Chain Officer will be merged. Richard Dobry, currently Chief Manufacturing & Supply Chain Officer, will take on the role of President, North America effective August 31, 2007. As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 30, 2006, prior to joining Cott in 2006, Mr. Dobry, 50, was President, Americas Supply for Diageo plc, a premium alcohol beverage business, from April 2004 to October 2006. Prior to April 2004, he was Senior Vice President, Supply Chain at Tropicana Products, Inc., the juice beverages subsidiary of PepsiCo. The Company expects to modify the terms of Mr. Dobry's employment agreement in light of these changes. When these modifications are finalized, the Company will file a report on Form 8-K.

Item 9.01.	Financial Statements and Exhibits.
	(d)      Exhibits
	99.1     Press release dated June 29, 2007.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COTT CORPORATION
Date: July 6, 2007	By:	/s/ Abilio Gonzalez
		Abilio Gonzalez
		Chief People Officer

EXHIBIT INDEX

Number	Description
99.1	Press release dated June 29, 2007.

EX-99.1

COTT CORPORATION INTRODUCES NEW CUSTOMER-FACING STRUCTURE
AND ANNOUNCES FURTHER COST SAVINGS

(All funds in U.S. dollars)

TORONTO, ONTARIO — June 29, 2007 (NYSE: COT; TSX: BCB) — Cott Corporation (“Cott”) today announced further steps to strengthen its retail partnerships and be the lowest cost producer in the beverage industry. The realignment includes the creation of fully-integrated business units and Customer Development Teams which will allow for further cost reduction as well as improved connections with Cott’s major customers.

As part of the change, the roles of North American Business Unit President and Chief Manufacturing and Supply Chain Officer will be merged, directly integrating supply chain with the needs of retailers, to further improve customer service. Concurrent with this change, newly-created Customer Development & Solutions Teams including dedicated Marketing and Supply Chain resources for customers will replace the previous, more traditional sales structure. These teams will become the new customer-facing organization and will enable better service and growth with major retailer partners.

Rick Dobry, currently Chief Manufacturing & Supply Chain Officer, will take on the role of President, North America. Rick has over 20 years of success in the food and beverage industry with world-class companies including Kraft, Tropicana, and Diageo. He brings a breadth of business and leadership skills to the newly expanded role. Prior to joining Cott in 2006, Rick was President Americas Supply for Diageo, and prior to that was head of Sales, Manufacturing and Supply for Tropicana.

As part of the realignment, and concurrent with the last step in office closings and the consolidation of the senior leadership team in Tampa, Florida, Mark Halperin, Chief Legal & Ethics Officer and Corporate Secretary, John Dennehy, President, North America Business Unit, and Kerry Morgan, Vice-President, Corporate Communications will be departing the Company following a brief transition period. These and other headcount reductions will result in a charge of approximately $8.0 million in the second quarter and form part of restructuring costs previously announced in October 2006. The changes announced today are expected to result in a similar level of savings over a 12-month period.

“Mark, John, and Kerry have done a great job for Cott over many years. The Company owes them a debt of gratitude for their service, dedication, and significant positive impact,” said Brent Willis, Cott’s Chief Executive Officer. “On behalf of the Cott board of directors and all of its employees, we wish to express our sincere appreciation to each departing employee for their contributions and commitment to the Company.”

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Amendment to Shareowner Rights Plan

Cott also announced that, to address a technical comment made by the Toronto Stock Exchange, it has amended its shareowner rights plan to extend its term to May 24, 2008, provided that if the plan is not approved by shareowners at a meeting held on or before October 24, 2007, the rights granted thereunder shall terminate. The Toronto Stock Exchange has conditionally accepted notice of filing of the Amended and Restated Shareowner Rights Plan Agreement dated as of May 24, 2007, a copy of which has been publicly filed on the SEDAR and EDGAR systems.

About Cott Corporation

Cott Corporation is one of the world’s largest non-alcoholic beverage companies and the world’s largest retailer brand soft drink provider. The Company commercializes its business in over 60 countries worldwide, with its principal markets being the United States, Canada, the United Kingdom and Mexico. Cott markets or supplies over 200 retailer and licensed brands, and Company-owned brands including Cott, RC, Vintage, Vess and So Clear. Its products include carbonated soft drinks, sparkling and flavored waters, energy drinks, sports drinks, juices, juice drinks and smoothies, ready-to-drink teas, and other non-carbonated beverages. The Company’s website is www.cott.com. The brand names referenced in this press release are trademarks of Cott Corporation, its affiliated companies, our customers, or other third parties.

Safe Harbor Statements

This press release contains forward-looking statements reflecting management’s current expectations regarding future results of operations, economic performance, financial condition and achievements of the Company. The forward-looking statements are based on the assumption that volume and revenue will be consistent with historical trends, that margins will improve through a balance of revenue realization and cost containment, and that interest rates will remain constant and debt levels will decline. Management believes these assumptions to be reasonable but there is no assurance that they will prove to be accurate. Forward-looking statements, specifically those concerning future performance such as those relating to the success of the Company’s measures to increase volume and revenue, reduce costs and increase operating income, are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Company’s filings with the appropriate securities commissions, and include, without limitation, stability of procurement costs for raw and packaging materials, the Company’s ability to restore plant efficiencies and reduce logistics and other costs, adverse weather conditions, competitive activities by other brand beverage manufacturers, the Company’s ability to develop new products that appeal to consumer tastes, the Company’s ability to identify acquisition candidates, successfully consummate acquisitions and integrate acquired businesses into its operations, fluctuations in currency versus the U.S. dollar, the uncertainties of litigation and regulatory review, loss of key customers and retailers’ continued commitment to their Company-supplied beverage programs. The foregoing list of factors is not exhaustive.

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The Company undertakes no obligation to publicly update or revise any forward-looking statements.

COTT CONTACTS:

Media Relations
Kerry Morgan           Tel: (416) 203-5613

Investor Relations
Edmund O’Keeffe            Tel: (416) 203-5617