PRMW Primo Water Corporation

As filed with the Securities and Exchange Commission on May 15, 2024

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

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PRIMO WATER CORPORATION

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Primo Water 2018 Equity Incentive Plan

Restricted Stock Unit Award Agreement (Inducement Grant) dated January 2, 2024

(Full titles of the plans)

Marni Morgan Poe

Chief Legal Officer

Primo Water Corporation

1150 Assembly Drive, Suite 800

Tampa, Florida, United States

(813) 313-1732

(Name, address, telephone number, including area code, and zip code, of agent for service)

Copies to:

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

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EXPLANATORY NOTE

PART I

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not Applicable.

The Business Corporations Act (Ontario) (the “OBCA”) provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity (each of the foregoing, an “individual”), against all costs, charges and expenses reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. A corporation shall not indemnify such an individual unless the individual acted (a) honestly and in good faith with a view to the best interests of the corporation or (b), as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request. In addition to the conditions set out above, the OBCA provides that, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the corporation shall not indemnify an individual described above unless the director or officer had reasonable grounds for believing that his or her conduct was lawful. Where an individual has met the conditions set out under (a) and (b) above and was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, such individual is entitled to indemnification from the corporation for such costs, charges and expenses which were reasonably incurred in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity.

The by-laws of the Company provide that the Company shall indemnify each director or officer of the Company, each former director or officer of the Company, and each individual who acts or acted at the Company’s request as a director, or officer or each individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity. To that effect, the Company has entered into indemnity agreements with its directors and officers (each, an “Indemnified Party”) which provide, among other things, that the Company will indemnify an Indemnified Party to the fullest extent permitted by law from and against all liability, damages, costs (including legal fees and disbursements), charges and expenses incurred by such Indemnified Party (collectively, “Losses”) in respect of any civil, criminal, or administrative action, suit, proceeding, claim, or demand in which Indemnified Party is involved because of the Indemnified Party’s association with the Company as well as any other circumstances or situations in respect of which an Indemnified Party reasonably requires legal advice or representation concerning such Losses by the Indemnified Party’s association with the Company.

The by-laws of the Company also provide that the Company shall purchase and maintain insurance for the benefit of its directors and officers.

Item 8.

Exhibits.

A list of the exhibits required to be filed as a part of this Registration Statement on Form S-8 is set forth in the Exhibit Index, which follows, and is incorporated herein by reference.

EXHIBIT INDEX

Item 9.

Undertakings

(a) The undersigned registrant hereby undertakes:

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Tampa, State of Florida, on the 15th day of May, 2024.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Hass and Marni Morgan Poe, and each one of them, as his or her true and lawful attorney-in-fact and agent, with power to act without any other and with full power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers, to sign any and all amendments (including post-effective amendments) to this registration statement, or any related registration statement that is to be effective upon filing under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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Exhibit 5.1

May 15, 2024

Primo Water Corporation

1150 Assembly Drive, Suite 800

Tampa, Florida, 33607

United States

Re: Primo Water Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Primo Water Corporation (the “Company”) in the Province of Ontario (the “Province”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission on the date hereof in connection with (a) the amendment to the Company’s 2018 Equity Incentive Plan (the “Plan”) to increase the number of common shares (the “Common Shares”) issuable pursuant to the Plan from 8,000,000 to 14,804,000 Common Shares, resulting in an additional listing of 6,804,000 Common Shares (the “Amendment”); (b) the award agreement entered into between the Company and Robbert Rietbroek dated January 1, 2024, in connection with Mr. Rietbroek’s appointment as Chief Executive Officer of the Company pursuant to which he was granted US$3,500,000 in time-based restricted share units (“RSUs”), as a stand-alone award and not granted under or pursuant to the Company’s equity plans, vesting in two equal annual installments on the first and second anniversaries of the grant date (the “Award Agreement”) and (c) the employment agreement entered into between the Company and Mr. Rietbroek dated November 15, 2023 (the “Employment Agreement”) pursuant to which he may earn an annual award equivalent to US$3,000,000 comprised of performance- and time-based RSUs (the “Employment Agreement Awards”) issued pursuant to the Plan.

In connection with our opinion set out herein, we have examined executed originals or copies identified to our satisfaction of the following documents and records:

We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of directors, officers and public officials and of such other certificates, documents and records as we have considered necessary or relevant for the purposes of the opinions hereinafter expressed. As to various questions of fact relevant to the opinions rendered herein, we have relied exclusively and without independent verification upon certificates and correspondence of public officials, a certificate of an officer of the Company dated the date of this opinion letter (the “Officer’s Certificate”) and the Certificate of Status. We have considered such questions of law and made such other investigations, as we have deemed relevant or necessary as a basis for the opinion expressed below in this opinion letter.

In connection with our opinions set out herein, we have assumed the genuineness of all signatures; the legal power, capacity and authority of individuals executing documents; the genuineness and authenticity of all documents submitted to us as originals; the conformity to authentic original documents of all documents submitted to us as certified, scanned or photostatic copies or facsimiles; completeness and authenticity of certificates of public officials; no change in status of the Company from the date of the Certificate of Status; and the accuracy of all factual matters in the Officer’s Certificate and the attachments thereto.  We have also relied upon the accuracy and authenticity of the documents examined or otherwise provided.

We are solicitors qualified to practice law only in the Province. We have not made an examination of the laws of any jurisdiction other than the laws of the Province and the federal laws of Canada applicable therein and we do not express or imply any opinion in respect of the laws or any matters governed by any laws other than the laws of the Province and the federal laws of Canada applicable therein.

Based and relying upon the foregoing and subject to the assumptions, qualifications and limitations set out in this opinion letter, we are of the opinion that:

We undertake no duty to amend any of the opinions set forth herein following the date of this opinion letter with respect to changes in matters of law or fact which may occur following the date hereof, and reliance on this opinion letter after the date of this opinion letter must be made with the assumption that there has been no change in the relevant law or facts insofar as they may affect the subject matter of this opinion letter.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder.

 

 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

/s/ PricewaterhouseCoopers LLP
Tampa, Florida
May 15, 2024

(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.

(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.

(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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