UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 PRIMO WATER CORPORATION
  Delaware
    
    30-0278688(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 104 Cambridge Plaza DriveWinston-Salem, NC
    
    27104(Address of principal executive offices)
    
    (Zip Code)
 Primo Water Corporation 2010 Omnibus Long-Term Incentive Plan
Primo Water Corporation 2004 Stock Plan
Primo Water Corporation 2010 Employee Stock Purchase Plan
 
 
 Copy to:
 
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  Title
    
    
    Amount
    
    
    Proposed Maximum
    
    
    Proposed Maximum
    
    
    Amount ofof Securities to be
    
    
    to be
    
    
    Offering Price
    
    
    Aggregate
    
    
    RegistrationRegistered
    
    
    Registered(1)
    
    
    Per Share
    
    
    Offering Price
    
    
    FeeCommon Stock, $0.001 par value per share, to be issued under 2010 Omnibus Long-Term Incentive Plan
    
    
    
    718,273
    (2) (4)
    
    
    
    $12.76
    (6)
    
    
    
    $9,165,163
    (6)
    
    
    
    $1,065Common Stock, $0.001 par value per share, to be issued under 2004 Stock Plan
    
    
    
    295,586
    (3) (4)
    
    
    
    $13.05
    (7)
    
    
    
    $3,857,397
    (7)
    
    
    
    $448Common Stock, $0.001 par value per share, to be issued under 2010 Employee Stock Purchase Plan
    
    
    
    23,958
    (5)
    
    
    
    $12.76
    (6)
    
    
    

$305,704
    (6)
    
    
    
    $36
 (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. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold pursuant to
the Employee Stock Purchase Plan.(2)
    
    Represents the authorized number of shares of Common Stock as to which equity compensation
may be granted under the 2010 Omnibus Long-Term Incentive Plan.(3)
    
    Represents shares of Common Stock issuable upon the exercise of stock options that are
currently outstanding under the 2004 Stock Plan. No new awards will be made under the 2004
Stock Plan.(4)
    
    Any shares of Common Stock subject to stock options granted under the 2004 Stock Plan that
are cancelled, expired, forfeited, settled in cash or otherwise terminated without delivery of
shares of Common Stock will be available for issuance under the 2010 Omnibus Long-Term
Incentive Plan.(5)
    
    Represents the authorized number of shares of Common Stock issuable under the 2010 Employee
Stock Purchase Plan.(6)
    
    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 June 23, 2011 as reported on the Nasdaq Global Market.(7)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
of the Securities Act and based on the weighted average exercise price of the stock options
that are currently outstanding under the 2004 Stock Plan.




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PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 Item 1. Plan Information.
  Item 2. Registrant Information and Employee Plan Annual Information.
  PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 3. Incorporation of Documents by Reference.
  
    
    The Registrant’s prospectus dated
June 16, 2011, containing audited financial statements for the year ended
December 31, 2010, filed with the Commission on June 17, 2011 pursuant to Rule 424(b) of the Securities Act. The
prospectus is included in the Registrant’s Registration Statement on Form S-1,
as amended (No. 333-173554), which was declared effective by the SEC on June 16, 2011;
    
    Current Reports on Form 8-K filed with the SEC on March 9, 2011, April 12, 2011, May
19, 2011 and June 22, 2011; 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.
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Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.
  Item 6. Indemnification of Directors and Officers.
   
    
    breach of a directors duty of loyalty to the corporation or its stockholders;
    
    act or omission not in good faith or that involves intentional misconduct or a knowing
violation of law;
    
    unlawful payment of dividends or redemption of shares; or
    
    transaction from which the director derives an improper personal benefit.
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Item 7. Exemption from Registration Claimed.
  Item 8. Exhibits.
  ExhibitNumber
    
    Description4.1
    
    
    Sixth Amended and Restated Certificate of Incorporation of Primo Water Corporation
(incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Registrants Registration
Statement on Form S-1 (File No. 333-173554) filed on May 31, 2011).4.2
    
    
    Amended and Restated Bylaws of Primo Water Corporation (incorporated by reference to Exhibit
3.1 to the Registrants Current Report on Form 8-K filed on November 16, 2010).4.3
    
    
    Specimen Certificate representing shares of common stock of Primo Water Corporation
(incorporated by reference to Exhibit 4.1 to Amendment No. 5 to the Registrants Registration
Statement on Form S-1 (File No. 333-165452) filed on August 11, 2010).4.4
    
    
    Primo Water Corporation 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.16 to Amendment No. 1 to the Registrants Registration Statement on Form S-1
(File No. 333-165452) filed on April 26, 2010).
  3




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ExhibitNumber
    
    Description4.5
    
    
    2010 Omnibus Long-Term Incentive Plan Form of Option Agreement (incorporated by reference to
Exhibit 10.17 to Amendment No. 1 to the Registrants Registration Statement on Form S-1
(File No. 333-165452) filed on April 26, 2010).4.6
    
    
    2010 Omnibus Long-Term Incentive Plan Form of Restricted Stock Award Agreement (incorporated
by reference to Exhibit 10.18 to Amendment No. 1 to the Registrants Registration Statement on
Form S-1 (File No. 333-165452) filed on April 26, 2010).4.7
    
    
    2010 Omnibus Long-Term Incentive Plan Form of Restricted Stock Unit Award Agreement
(incorporated by reference to Exhibit 10.30 to the Registrants Annual Report on Form 10-K
filed on March 30, 2011).4.8
    
    
    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).4.9
    
    
    2004 Stock Plan Form of Incentive Stock Option Agreement (filed herewith).4.10
    
    
    2004 Stock Plan Form of Nonqualified Stock Option Agreement (filed herewith).4.11
    
    
    Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.19 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 McGladrey & Pullen LLP (filed herewith).23.2
    
    

Consent
of KPMG 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 (set forth on the signature page of this Registration Statement).
 Item 9. Undertakings.
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provided however
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PRIMO WATER CORPORATIONBy:
    /s/ Billy D. PrimName:
    Billy D. PrimTitle:
    Chairman, Chief Executive Officer and President POWER OF ATTORNEY
   Signature
    
    Title/s/
Billy D. PrimBilly D. Prim
    
    Chairman, Chief Executive Officer, President and Director
(Principal Executive Officer)/s/
Mark CastanedaMark Castaneda
    
    Chief Financial Officer
(Principal Financial Officer)/s/
David J. MillsDavid J. Mills
    
    Controller
(Principal Accounting Officer)/s/
Richard A. BrennerRichard A. Brenner
    
    Director/s/
Jack C. KilgoreJack C. Kilgore
    
    Director/s/ Malcolm McQuilkinMalcolm McQuilkin
    
    Director/s/ David L. WarnockDavid L. Warnock
    
    Director
  6




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ExhibitNumber
    
    Description4.1
    
    
    Sixth Amended and Restated Certificate of Incorporation of Primo Water Corporation
(incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Registrants Registration
Statement on Form S-1 (File No. 333-173554) filed on May 31, 2011).4.2
    
    
    Amended and Restated Bylaws of Primo Water Corporation (incorporated by reference to Exhibit
3.1 to the Registrants Current Report on Form 8-K filed on November 16, 2010).4.3
    
    
    Specimen Certificate representing shares of common stock of Primo Water Corporation
(incorporated by reference to Exhibit 4.1 to Amendment No. 5 to the Registrants Registration
Statement on Form S-1 (File No. 333-165452) filed on August 11, 2010).4.4
    
    
    Primo Water Corporation 2010 Omnibus Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.16 to Amendment No. 1 to the Registrants Registration Statement on Form S-1
(File No. 333-165452) filed on April 26, 2010).4.5
    
    
    2010 Omnibus Long-Term Incentive Plan Form of Option Agreement (incorporated by reference to
Exhibit 10.17 to Amendment No. 1 to the Registrants Registration Statement on Form S-1
(File No. 333-165452) filed on April 26, 2010).4.6
    
    
    2010 Omnibus Long-Term Incentive Plan Form of Restricted Stock Award Agreement (incorporated
by reference to Exhibit 10.18 to Amendment No. 1 to the Registrants Registration Statement on
Form S-1 (File No. 333-165452) filed on April 26, 2010).4.7
    
    
    2010 Omnibus Long-Term Incentive Plan Form of Restricted Stock Unit Award Agreement
(incorporated by reference to Exhibit 10.30 to the Registrants Annual Report on Form 10-K
filed on March 30, 2011).4.8
    
    
    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).4.9
    
    
    2004 Stock Plan Form of Incentive Stock Option Agreement (filed herewith).4.10
    
    
    2004 Stock Plan Form of Nonqualified Stock Option Agreement (filed herewith).4.11
    
    
    Primo Water Corporation 2010 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.19 to Amendment No. 1 to the Registrants Registration Statement on Form S-1/A
(File No. 333-165452) filed on April 26, 2010).5.1
    
    
    Opinion of K&L Gates LLP (filed herewith).23.1
    
    
    Consent of McGladrey & Pullen LLP (filed herewith).23.2
    
    
    Consent
of KPMG 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 (set forth on the signature page of this Registration Statement).
  7