As filed with the Securities and Exchange Commission on November 29, 2004 |
Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Toronto-Dominion Bank
(Exact name of Registrant as specified in its charter)
Canada (State or other jurisdiction of incorporation or organization) |
13-5640479 (I.R.S. Employer Identification Number) |
P.O. Box 1
Toronto-Dominion Centre
King Street West and Bay Street
Toronto, Ontario M5K1A2
Canada
(416) 982-8222
(Address, including zip code, of Registrant's principal executive office)
The Toronto-Dominion Bank 2000 Stock Incentive Plan
The Toronto-Dominion Bank 1993 Stock Option Plan
(Full title of the Plans)
Brendan O'Halloran
The Toronto-Dominion Bank
31 West 52nd Street
New York, New York 10019-6101
(212) 827-7503
(Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service)
Copies to:
Lee Meyerson
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 827-7503
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be Registered(a)(b) |
Proposed Maximum Offering Price Per Share(c) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
---|---|---|---|---|---|---|---|---|
Common Shares, without par value | 4,000,000 | $40.045 | $160,180,000 | $20,295 | ||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the earlier registration statements, numbers 333-12948 and 333-06598 are hereby incorporated by reference.
2
Item 8. Exhibits.
5.1 Opinion of Christopher A. Montague
23.1 Consent of Ernst & Young LLP and PricewaterhouseCoopers LLP.
23.2 Consent of Christopher A. Montague (included in his opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney.
3
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Toronto, Ontario, Canada on the 29th day of November, 2004.
THE TORONTO-DOMINION BANK | |||
By: |
/s/ CHRISTOPHER A. MONTAGUE |
||
Name: Christopher A. Montague Title: Executive Vice President and General Counsel |
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
Signature |
Title |
Date |
||
---|---|---|---|---|
* W. Edmund Clark |
President, Chief Executive Officer and Director | November 29, 2004 | ||
* Daniel A. Marinangeli |
Executive Vice President and Chief Financial Officer |
November 29, 2004 |
||
* Damian J. McNamee |
Senior Vice President and Chief Accountant |
November 29, 2004 |
||
* Brendan O'Halloran |
Authorized Representative in the United States |
November 29, 2004 |
||
* John M. Thompson |
Chairman of the Board |
November 29, 2004 |
||
* William E. Bennett |
Director |
November 29, 2004 |
||
* Hugh J. Bolton |
Director |
November 29, 2004 |
||
* John L. Bragg |
Director |
November 29, 2004 |
||
* Marshall A. Cohen |
Director |
November 29, 2004 |
4
* Wendy K. Dobson |
Director |
November 29, 2004 |
||
* Darren Entwistle |
Director |
November 29, 2004 |
||
* Donna M. Hayes |
Director |
November 29, 2004 |
||
Henry H. Ketcham |
Director |
|||
* Pierre H. Lessard |
Director |
November 29, 2004 |
||
* Harold H. MacKay |
Director |
November 29, 2004 |
||
* Brian F. MacNeill |
Director |
November 29, 2004 |
||
* Roger Phillips |
Director |
November 29, 2004 |
||
Wilbur J. Prezzano |
Director |
|||
* Helen K. Sinclair |
Director |
November 29, 2004 |
||
* Donald R. Sobey |
Director |
November 29, 2004 |
||
* Michael D. Sopko |
Director |
November 29, 2004 |
||
/s/ CHRISTOPHER A. MONTAGUE* Christopher A. Montague |
November 29, 2004 |
*Attorney-in-fact
5
Exhibit Number |
Description |
|
---|---|---|
5.1 | Opinion of Christopher A. Montague | |
23.1 |
Consent of Ernst & Young LLP and PricewaterhouseCoopers LLP. |
|
24.1 |
Power of Attorney. |