Ontario
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98-0154711
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1150 Assembly Drive, Suite 800
Tampa, Florida, United States
(Address of Principal Executive Office)
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33607
(Zip Code)
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Matthew H. Meyers
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103
Tel.: (215) 988-2700
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Michelle Vigod
Goodmans LLP
Bay Adelaide Centre
33 Bay Street, Suite 3400
Toronto, ON M5H2S7
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Large accelerated filer
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☒
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Accelerated filer ☐
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Non-accelerated filer
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☐
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Smaller reporting company ☐
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Emerging Growth company ☐
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Item 3. |
Incorporation of Documents by Reference
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(1) |
The Company’s Annual Report on Form 10-K for the year ended December 30,
2023, filed with the Commission on February 28, 2024;
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(2) |
The Company’s quarterly report on Form 10-Q, filed with the Commission on May
9, 2024;
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(3) |
The portions of the Company’s Definitive Proxy Statement, filed on
March 28, 2024, for the Annual Meeting of Shareowners to be held on May 8, 2024 that have been incorporated by reference into the Company’s Annual Report on Form 10-K;
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(4) |
The Company’s Current Report on Form 8-K filed on January 2, 2024, February 22, 2024 and May 9, 2024 (except, in any such case, the portions furnished and not filed pursuant to Item 2.02
or 7.01); and
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(5) |
The description of our securities registered pursuant to Section 12 of the Exchange Act our Registration Statement on Form 8-A, filed with the SEC under Section 12(b) of the Exchange Act, on May 4, 2018, including any amendment or report filed for the purpose
of updating such description.
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Item 4.
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Description of Securities
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers
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Item 7.
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Exemption From Registration Claimed
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Item 8.
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Exhibits.
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Exhibit
Number
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Description
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Amended and Restated Primo Water Corporation Equity Incentive Plan.
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Amendment No. 1 to the Primo Water Corporation 2018 Equity Incentive Plan, dated March 13, 2020.
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Amendment No. 2 to the Primo Water Corporation 2018 Equity Incentive Plan, dated August 4, 2020.
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Amendment No. 3 to the Primo Water Corporation 2018 Equity Incentive Plan, dated October 31, 2023.
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Amendment No. 4 to the Primo Water Corporation 2018 Equity Incentive Plan, dated February 21, 2024.
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Form of Restricted Stock Unit Award Agreement (Inducement Grant).
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Opinion of Goodmans LLP.
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Consent of Goodmans LLP (included in Exhibit 5.1).
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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Power of Attorney (included on the signature page to this registration statement on Form S-8).
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Filing Fee Table.
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*
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Filed herewith
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Item 9.
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Undertakings
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PRIMO WATER CORPORATION
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By:
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/s/ Marni Morgan Poe
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Marni Morgan Poe
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Chief Legal Officer
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Signature
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Title
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Date
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/s/ Robbert Rietbroek
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Chief Executive Officer and Director
(Principal Executive Officer)
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May 15, 2024
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Robbert Rietbroek
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/s/ David Hass
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Chief Financial Officer
(Principal Financial Officer)
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May 15, 2024
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David Hass
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/s/ Jason Ausher
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Chief Accounting Officer
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May 15, 2024
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Jason Ausher
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(Principal Accounting Officer)
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/s/ Jerry Fowden
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Chairman, Director
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May 15, 2024
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Jerry Fowden
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/s/ Steven P. Stanbrook
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Director
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May 15 , 2024
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Steven P. Stanbrook
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/s/ Susan E. Cates
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Director
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May 15, 2024
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Susan E. Cates
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/s/ Archana Singh
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Director
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May 15, 2024
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Archana Singh
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/s/ Derek R. Lewis
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Director
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May 15, 2024
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Derek R. Lewis
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/s/ Eric J. Foss
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Director
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May 15 , 2024
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Eric J. Foss
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/s/ Britta Bomhard
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Director
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May 15 , 2024
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Britta Bomhard
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/s/ Lori T. Marcus
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Director
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May 15 , 2024
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Lori T. Marcus
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/s/ Billy D. Prim
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Director
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May 15 , 2024
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Billy D. Prim
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1.
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Examinations
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a)
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the Registration Statement;
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b)
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the articles of continuance and by-laws of the Company;
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c)
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a certificate of status in respect of the Company dated May 14, 2024 issued by the Ministry of Government Services under the Business Corporations Act (Ontario)(the “Certificate of Status”);
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d)
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the Award Agreement;
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e)
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the Employment Agreement; and
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f)
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the Amendment to the Plan.
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2. |
Assumptions and Reliance
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3. |
Jurisdiction
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4. |
Opinion
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a) |
the Company is a corporation incorporated and existing under the laws of the Province of Ontario;
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b) |
the Common Shares issuable pursuant to the Amendment to the Plan will be validly issued as fully-paid and non-assessable Common Shares; and
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c) |
the Common Shares, issuable upon the vesting of the RSUs in accordance with the Award Agreement and if applicable, an award agreement in connection with the Employment Agreement Awards, will be validly issued as fully-paid and
nonassessable Common Shares.
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5. |
Limitation
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Yours very truly,
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/s/ Goodmans
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“Goodmans”
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/s/ PricewaterhouseCoopers LLP
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Tampa, Florida
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May 15, 2024
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Security Type
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Security
Class Title
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Fee
Calculation Rule
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Amount
Registered (1)
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Proposed
Maximum
Offering
Price Per Unit
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Maximum
Aggregate
Offering Price
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Fee Rate
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Amount of
Registration Fee
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Equity
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Common
Shares, no
par value
per share
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Rule 457(c)
and 457(h)
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7,036,558 (2)
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$21.43
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$150,793,438 (3)
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0.00014760
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$22,258
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Total Offering Amounts
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-
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-
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-
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$22,258
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Total Fee Offsets
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-
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-
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-
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–
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Net Fee Due
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-
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-
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-
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$22,258
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall be deemed to cover an indeterminate number of additional shares of Primo Water Corporation
(“Company”) common stock that may become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of
outstanding shares of Company common stock.
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(2) |
Represents (i) 6,804,000 shares of Company common stock reserved for issuance under the 2018 Equity Incentive Plan and (ii) 232,558 shares of Company common stock reserved for issuance under the Restricted Stock Unit Award (Inducement
Grant) issued to Robbert Rietbroek.
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(3) |
Estimated pursuant to Rule 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices of shares of Company common stock on May 10, 2024, as
reported on the New York Stock Exchange.
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