S-8 POS

As Filed with the Securities and Exchange Commission on May 19, 2017

     Registration Nos. 333-

175165, 333-192341 and 333-203916

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-8 Registration Statement No. 333-175165

Post-Effective Amendment No. 1 to

Form S-8 Registration Statement No. 333-192341

Post-Effective Amendment No. 1 to

Form S-8 Registration Statement No. 333-203916

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Primo Water Corporation

(Exact name of registrant as specified in its charter)

Delaware	82-1161432
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
101 North Cherry Street, Suite 501
Winston-Salem, NC	27101
(Address of principal executive offices)	(Zip Code)

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

Primo Water Corporation 2004 Stock Plan

Primo Water Corporation 2010 Employee Stock Purchase Plan

(Full title of the plan)

Mark Castaneda

Chief Financial Officer

Primo Water Corporation

101 North Cherry Street, Suite 501

Winston-Salem, North Carolina 27101 

(Name and address of agent for service)

(336) 331-4000

(Telephone number, including area code,

of agent for service)

____________________________

Please send copies of all communications to:

Sean M. Jones

K&L Gates LLP

Hearst Tower, 47th Floor

Charlotte, North Carolina 28202

(704) 331-7400

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)	Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □

EXPLANATORY NOTE

This Post-Effective Amendment (“Post-Effective Amendment”) filed by Primo Water Corporation (formerly known as “New PW Holdco, Inc.”), a Delaware corporation (the “Company”), relates to the following Registration Statements on Form S-8 (the “Registration Statements”) filed by Primo Water Operations, Inc. (formerly known as “Primo Water Corporation”), a Delaware corporation (the “Predecessor”), with the Securities and Exchange Commission (the “Commission”):

● File No. 333-175165, as filed with the Commission on June 27, 2011, originally registering an aggregate of 1,037,817 shares of the common stock of the Predecessor (“Common Stock”), comprised of 718,273 shares of Common Stock issuable under the Primo Water Corporation 2010 Omnibus Long-Term Incentive Plan (as subsequently amended, the “Omnibus Plan”), 295,586 shares of Common Stock issuable under the Primo Water Corporation 2004 Stock Plan (the “2004 Plan”) and 23,958 shares of Common Stock issuable under the Primo Water Corporation 2010 Employee Stock Purchase Plan (the “ESPP”).

● File No. 333-192341, as filed with the Commission on November 14, 2013, originally registering an aggregate of 1,750,000 shares of Common Stock, comprised of 1,500,000 shares of Common Stock issuable under the Omnibus Plan and 250,000 shares of Common Stock issuable under the ESPP.

● File No. 333-203916, as filed with the Commission on May 6, 2015, originally registering 1,500,000 shares of Common Stock issuable under the Omnibus Plan.

The Company, as the successor registrant to the Predecessor, is filing this Post-Effective Amendment pursuant to Rule 414 of the Securities Act of 1933, as amended (the “Securities Act”), to reflect an internal reorganization of the Predecessor (the “Reorganization”).

To effect the Reorganization, the Predecessor formed the Company and in turn caused the Company to form New PW Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”). The Reorganization was implemented pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”) by the merger of Merger Sub with and into the Predecessor (the “Merger”). The Predecessor survived the Merger as a direct, wholly owned subsidiary of the Company and each outstanding share of capital stock of the Predecessor was converted in the Merger into a share of capital stock of the Company having the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as the share of the Predecessor’s capital stock being converted. The Company is deemed to be the successor issuer of the Predecessor under Rule 12g-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Immediately following the Merger, the Company entered into a Compensation Plan and Warrant Assignment Agreement with the Predecessor pursuant to which the Company assumed all of the Predecessor’s rights and obligations under all of its employee benefit plans, agreements and arrangements, equity incentive plans and sub-plans and related agreements, including obligations with respect to the outstanding shares pursuant to the Omnibus Plan, the 2004 Plan and the ESPP (collectively, the “Plans”), and outstanding warrants to purchase Common Stock.

In accordance with paragraph (d) of Rule 414 of the Securities Act, the Company hereby expressly adopts the Registration Statements as its own registration statements (except as specifically amended by this Post-Effective Amendment) for all purposes of the Securities Act and the Exchange Act, as updated by subsequent filings under the Exchange Act. No changes are being made hereby to the prospectuses which form a part of the Registration Statements.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 with respect to a particular Plan will be delivered to participants in such Plan, as specified by Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of the applicable Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in the applicable Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute prospectuses that meet the requirements of Section 10(a) of the Securities Act with respect to each of the Plans.

Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of the Registration Statements. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above mentioned information should be directed to Primo Water Corporation, Attn: Corporate Secretary, 101 North Cherry Street, Suite 501, Winston-Salem, NC 27101, phone number (336) 331-4000.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

The following documents previously filed by the Company 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, 2016 filed with the SEC on March 16, 2017;

● Quarterly Report on Form 10-Q for the period ended March 31, 2017 filed with the SEC on May 10, 2017;

● Current Reports on Form 8-K filed on April 28, 2017 and May 19, 2017 (other than portions of those documents furnished but deemed not to have been filed); and

● The description of the Company’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 Company 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 Company is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the SEC.

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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.

Item 8.      Exhibits.

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

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of Primo Water Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 19, 2017)

4.2 Bylaws of Primo Water Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 19, 2017)

4.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Primo Water Corporation (incorporated by reference to Exhibit 3.3 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3 (File No. 333-200016) filed on May 19, 2017)

4.4 Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders filed on April 13, 2012)

4.5 Amendment No. 1 to Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the Company’s 2015 Annual Meeting of Stockholders filed March 30, 2015)

4.6 Amendment No. 2 to Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the Company’s 2017 Annual Meeting of Stockholders filed on March 29, 2017)

4.7 Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-165452) filed on April 26, 2010)

4.8 Amendment No. 1 to Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporation by reference to Appendix B to the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders filed on April 13, 2012)

4.9 Amendment No. 2 to Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Proxy Statement for the Company’s 2017 Annual Meeting of Stockholders filed on March 29, 2017)

4.10 Primo Water Corporation 2004 Stock Plan (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-165452) filed on April 26, 2010)

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5.1 Opinion of K&L Gates LLP (filed herewith)

23.1 Consent of BDO USA, LLP (filed herewith)

23.2 Consent of RSM US LLP (filed herewith)

23.3 Consent of K&L Gates LLP (contained in Exhibit 5 to this Registration Statement and filed herewith)

24.1 Power of Attorney*

* Previously filed.

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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 19, 2017.

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

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 19, 2017:

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)
*	Director
Richard A. Brenner
*	Director
Susan E. Cates
*	Director
Jack C. Kilgore
*	Director
Malcolm McQuilkin
/s/ Charles A. Norris	Director
Charles A. Norris
/s/ Matthew T. Sheehan	Director
Matthew T. Sheehan
*	Director
David L. Warnock
* By: /s/ Mark Castaneda          Mark Castaneda          Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of Primo Water Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 19, 2017)

4.2 Bylaws of Primo Water Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 19, 2017)

4.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Primo Water Corporation (incorporated by reference to Exhibit 3.3 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3 (File No. 333-200016) filed on May 19, 2017)

4.4 Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders filed on April 13, 2012)

4.5 Amendment No. 1 to Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the Company’s 2015 Annual Meeting of Stockholders filed March 30, 2015)

4.6 Amendment No. 2 to Primo Water Corporation Amended and Restated 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the Company’s 2017 Annual Meeting of Stockholders filed on March 29, 2017)

4.7 Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-165452) filed on April 26, 2010)

4.8 Amendment No. 1 to Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporation by reference to Appendix B to the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders filed on April 13, 2012)

4.9 Amendment No. 2 to Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Proxy Statement for the Company’s 2017 Annual Meeting of Stockholders filed on March 29, 2017)

4.10 Primo Water Corporation 2004 Stock Plan (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-165452) filed on April 26, 2010)

5.1 Opinion of K&L Gates LLP (filed herewith)

23.1 Consent of BDO USA, LLP (filed herewith)

23.2 Consent of RSM US LLP (filed herewith)

23.3 Consent of K&L Gates LLP (contained in Exhibit 5 to this Registration Statement and filed herewith)

24.1 Power of Attorney*

* Previously filed.

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 19, 2017

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 preparation of a Post-Effective Amendment (the “Post-Effective Amendment”) to each of the following Registration Statements (the “Registration Statements”) on Form S-8 filed by Primo Water Operations, Inc. (formerly known as “Primo Water Corporation”), a Delaware corporation and predecessor to the Company (the “Predecessor Registrant”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about the date hereof:

● File No. 333-175165, as filed with the Commission on June 27, 2011, originally registering an aggregate of 1,037,817 shares of the common stock of the Predecessor Registrant (“Predecessor Registrant Common Stock”), comprised of 718,273 shares of Predecessor Registrant Common Stock issuable under the Primo Water Corporation 2010 Omnibus Long-Term Incentive Plan (as subsequently amended, the “Omnibus Plan”), 295,586 shares of Predecessor Registrant Common Stock issuable under the Primo Water Corporation 2004 Stock Plan (the “2004 Plan”) and 23,958 shares of Predecessor Registrant Common Stock issuable under the Primo Water Corporation 2010 Employee Stock Purchase Plan (the “ESPP” and, collectively with the Omnibus Plan and the 2004 Plan, the “Plans”).

● File No. 333-192341, as filed with the Commission on November 14, 2013, originally registering an aggregate of 1,750,000 shares of Predecessor Registrant Common Stock, comprised of 1,500,000 shares of Predecessor Registrant Common Stock issuable under the Omnibus Plan and 250,000 shares of Predecessor Registrant Common Stock issuable under the ESPP.

● File No. 333-203916, as filed with the Commission on May 6, 2015, originally registering 1,500,000 shares of Predecessor Registrant Common Stock issuable under the Omnibus Plan.

The Company is the successor to the Predecessor Registrant as a result of an internal reorganization of the Predecessor Registrant that occurred on May 18, 2017 (the “Reorganization”). To effect the Reorganization, the Predecessor Registrant formed the Company and in turn caused the Company to form New PW Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”). The Reorganization was implemented pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), by the merger of Merger Sub with and into the Predecessor Registrant (the “Merger”) pursuant to the terms of that certain Agreement and Plan of Merger, dated May 18, 2017, by and among the Company, the Predecessor Registrant and Merger Sub.

The Predecessor Registrant survived the Merger as a direct, wholly owned subsidiary of the Company and each outstanding share of capital stock of the Predecessor Registrant issued and outstanding immediately prior to the Merger was converted in the Merger into a share of capital stock of the Company having the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions, as the share of the Predecessor Registrant’s capital stock being converted.

As of the effective time of the Merger, pursuant to a Compensation Plan and Warrant Assignment Agreement, dated May 18, 2017, by and among the Company and the Predecessor Registrant, the Company assumed all of the Predecessor Registrant’s employee compensation plans (including sponsorship thereof) and subplans, appendices and addendums thereto, including all obligations with respect to the shares of capital stock issuable or to be issued pursuant to the Plans.

In accordance with paragraph (d) of Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), the Post-Effective Amendment is being filed by the Company, as the successor registrant to the Predecessor Registrant, to expressly adopt the Registration Statements as its own registration statements for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended. The Registration Statements, as amended by the Post-Effective Amendment, relate to the offer and sale by the Company of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), remaining to be issued under the Plans (the “Shares”).

You have requested our opinion as to the matters set forth below in connection with the Post-Effective Amendment. For purposes of rendering that opinion, we have examined: (a) the Registration Statements and the Post-Effective Amendment, (b) the Predecessor Registrant’s Sixth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Reorganization, (c) the Predecessor Registrant’s Amended and Restated Bylaws, (d) the Company’s Certificate of Incorporation, as in effect immediately prior to the Reorganization, (e) the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof, (f) the Company’s Bylaws, (g) the Plans, including the forms of award agreements related thereto, and (h) 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 (h) 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.

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 Plans; (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 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) each Plan constitutes a 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 applicable Plan and the applicable award agreement thereunder; and (f) the Company’s Board of Directors will duly authorize each Award (as defined in the applicable Plan) granted under the Plans pursuant to which any Share will be issued in accordance with the DGCL and the applicable 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 Plans 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 Post-Effective Amendment. 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

Primo Water Corporation

Winston-Salem, North Carolina

We hereby consent to the incorporation by reference in these Post-Effective Amendments to Registration Statements (Nos. 333-175165, 333-192341, and 333-203916) on Form S-8 of our reports dated March 16, 2017, relating to the consolidated financial statements, and the effectiveness of Primo Water Corporation’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ BDO USA, LLP

Raleigh, North Carolina

May 19, 2017

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statements (Nos. 333-175165, 333-192341 and 333-203916) on Form S-8 of Primo Water Corporation of our report dated March 16, 2015, relating to our audit of the consolidated financial statements, appearing in the Annual Report on Form 10-K of Primo Water Corporation for the year ended December 31, 2016.

/s/ RSM US LLP

Raleigh, North Carolina

May 19, 2017