UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2010
PRIMO WATER CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34850
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30-0278688 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
104 Cambridge Plaza Drive
Winston-Salem, NC 27104
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: 336-331-4000
Not Applicable
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
As previously reported, on November 10, 2010, Primo Water Corporation (the “Company”) acquired
certain assets of Culligan Store Solutions, LLC and Culligan of Canada, Ltd. (the “Culligan Refill
Business”) pursuant to an asset purchase agreement dated June 1, 2010 (the “Asset Purchase
Agreement”). As a result of the exercise of the over-allotment option by the underwriters in the
Company’s initial public offering (as further described in Item 8.01 below), the approximately
$105.0 million purchase price for the Culligan Refill Business was comprised of approximately $74.0
million in cash and 2,587,500 shares (the “Shares”) of the Company’s common stock (valued at the
$12.00 per share initial public offering price). On November 22, 2010, the Company issued the
Shares to Culligan International Company (“Culligan International”).
The Shares were issued pursuant to an exemption from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder. Culligan
International is an “accredited investor” as defined in Regulation D. In addition, the Company
received customary “private placement” representations in the Asset Purchase Agreement, including
representations to the effect that the Shares are being acquired for investment and not with a view
to or in connection with an unlawful distribution thereof and that Culligan International received
adequate information about the Company or had access to such information in order to evaluate an
investment in the Shares. There were no underwriting discounts or commissions payable in
connection with the issuance of the Shares.
Item 8.01 Other Events.
On November 15, 2010, the underwriters of the Company’s initial public offering exercised in full
their over-allotment option to purchase 1,250,000 shares of the Company’s common stock. The option
was granted in connection with the Company’s initial public offering of 8,333,333 shares of its
common stock at $12.00 per share, which closed November 10, 2010. The issuance of the additional
1,250,000 shares upon the exercise of the over-allotment option closed November 18, 2010.
The approximately $14.0 million net cash proceeds from the underwriters’ exercise of the
over-allotment option was added to the cash portion of the purchase price for the Company’s
acquisition of the Culligan Refill Business described in Item 3.02 above. Correspondingly, the
number of shares of common stock the Company issued in connection with the acquisition of the
Culligan Refill Business was decreased by an amount equal to the net cash proceeds received by the
Company upon the exercise of the over-allotment option.
On November 18, 2010, the Company issued a press release announcing the underwriters’ exercise of
the over-allotment option and the completion of its initial public offering. The press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
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Exhibit Description |
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99.1
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Press Release, dated November 18, 2010 |