As
filed with the Securities and Exchange Commission on April 20,
2007
Registration
No. 333-
|
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)
TD
Banknorth Inc. Amended and Restated 40l(k) Plan, as
amended
Amended
and Restated Banknorth Group, Inc. 1995 Stock Option Plan for Non-Employee
Directors
American
Bank of Connecticut 1993 Incentive Stock Option Plan
American
Bank of Connecticut 1998 Incentive Stock Option Plan
American
Financial Holdings, Inc. 2000 Stock-Based Incentive
Plan
Banknorth
Group, Inc. 1997 Equity Compensation Plan
CCBT
Bancorp, Inc. Stock Option Plan
CCBT
Financial Companies, Inc. 2001 Directors’ Stock Option Plan, as
amended
CFX
Corporation 1997 Long-Term Incentive Plan
Evergreen
Bancorp, Inc. 1995 Directors Stock Option Plan, as
amended
Evergreen
Bancorp, Inc. Amended and Restated 1995 Stock Incentive
Plan
HUBCO,
Inc. 1995 Stock Option Plan
Hudson
United Bancorp 1999 Stock Option Plan
Hudson
United Bancorp 2002 Stock Option Plan
Ipswich
Savings Bank 1992 Incentive and Nonqualified Stock Option
Plan
SIS
Bancorp, Inc. Stock Option Plan
TD
Banknorth Inc. 1996 Equity Incentive
Plan, as amended
TD
Banknorth Inc. Amended and Restated 2003 Equity Incentive
Plan
Warren
Bancorp, Inc. 1995 Incentive and Non-Qualified Stock Option
Plan (Full title of the Plan)Brendan
O’Halloran
The
Toronto-Dominion Bank
31
West 52nd
Street
New
York, New York 10019-6101
(212)
468-0610
|
|
(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)
455-2000
|
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
|
4,700,000
|
$61.315
|
$288,180,500
|
$8,847.15
|
(a) |
The
number of Common Shares being registered hereby shall be adjusted
to
include any additional shares which may become issuable as a result
of
stock splits, stock dividends or similar transactions in accordance
with
the provisions of the plans described
herein.
|
(b) |
The
shares are issuable pursuant to the TD Banknorth Inc. Amended
and Restated
401(k) Plan — 500,000 Shares, and the stock option plans listed
above—4,200,000.
|
(c) |
Pursuant
to Rule 457(h)(1) and Rule 457(c) under the Securities Act of 1933,
as
amended, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of registration
fee have
been computed on the basis of the average of the high and low prices
of
the Common Shares reported on the New York Stock Exchange Composite
Tape on April 19, 2007.
|
(a) |
The
Company’s Annual Report on Form 40-F for the fiscal year ended
October 31, 2006, which contains audited financial statements for the
Registrant’s latest fiscal year for which such statements have been
filed.
|
(b) |
Form
6-K for the month of December, dated December 13,
2006.
|
(c) |
Form
6-K for the month of December, dated December 15,
2006.
|
(d) |
Form
6-K for the month of February, dated February 22,
2007.
|
(e) |
Form
6-K for the month of February, dated February 23,
2007.
|
(f) |
Form
6-K for the month of February, dated February 26,
2007.
|
(g) |
Form
6-K for the month of April, dated April 17,
2007.
|
(h) |
The
Plan’s Annual Report on Form 11-K for the year ended December 31, 2005.
|
(i) |
The
description of the Company’s Common Shares contained in the Company’s
Registration Statement on Form 8-A filed on August 22,
1996.
|
5.1 | Opinion of Christopher A. Montague. |
23.1
|
Consent
of Ernst & Young LLP.
|
24.1
|
Power
of Attorney.
|
99.1
|
TD
Banknorth Inc. Amended and Restated 401(k)
Plan.
|
99.2
|
Amendment
No. 1 to the TD Banknorth Inc. Amended and Restated 401(k)
Plan.
|
99.3
|
Amendment
No. 2 to the TD Banknorth Inc. Amended and Restated 401(k)
Plan.
|
99.4
|
Amendment
No. 3 to the TD Banknorth Inc. Amended and Restated 401(k)
Plan.
|
99.5
|
Amendment
No. 4 to the TD Banknorth Inc. Amended and Restated 401(k)
Plan.
|
99.6
|
Amendment
No. 5 to the TD Banknorth Inc. Amended and Restated 401(k)
Plan.
|
99.7
|
Amended
and Restated Banknorth Group, Inc. 1995 Stock Option Plan for
Non-Employee
Directors.
|
99.8
|
American
Bank of Connecticut 1993 Incentive Stock Option
Plan.
|
99.9
|
American
Bank of Connecticut 1998 Incentive Stock Option
Plan.
|
99.10
|
American
Financial Holdings, Inc. 2000 Stock-Based Incentive
Plan.
|
99.11
|
Banknorth
Group, Inc. 1997 Equity Compensation
Plan.
|
99.12
|
CCBT
Bancorp, Inc. Stock Option
Plan.
|
99.13
|
CCBT
Financial Companies, Inc. 2001 Directors’ Stock Option
Plan.
|
99.14
|
First
Amendment to CCBT Financial Companies, Inc. 2001 Directors’ Stock Option
Plan.
|
99.15
|
CFX
Corporation 1997 Long-Term Incentive
Plan.
|
99.16
|
Evergreen
Bancorp, Inc. 1995 Directors Stock Option
Plan.
|
99.17
|
Amendment
No. 1 to Evergreen Bancorp, Inc. 1995 Directors
Stock Option
Plan.
|
99.18
|
Evergreen
Bancorp, Inc. Amended and Restated 1995 Stock
Incentive
Plan.
|
99.19
|
HUBCO,
Inc. 1995 Stock Option Plan.
|
99.20
|
Hudson
United Bancorp 1999 Stock Option
Plan.
|
99.21
|
Hudson
United Bancorp 2002 Stock Option
Plan.
|
99.22
|
Ipswich
Savings Bank 1992 Incentive and Nonqualified
Stock Option
Plan.
|
99.23
|
SIS
Bancorp, Inc. Stock Option Plan.
|
99.24 |
TD
Banknorth Inc. 1996 Equity Incentive
Plan.
|
99.25 |
Amendment
No. 1 to TD Banknorth Inc. 1996
Equity Incentive
Plan.
|
99.26
|
TD
Banknorth Inc. Amended and
Restated 2003 Equity Incentive
Plan.
|
99.27
|
Warren
Bancorp, Inc. 1995 Incentive and
Non-Qualified Stock Option
Plan.
|
(a) |
The
undersigned Registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933, as amended.
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective
date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
|
(2)
|
That,
for the purpose of determining any liability of the Registrant under
the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that
time shall be deemed to be the initial bona fide offering
thereof.
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered hereby which remain unsold at the termination
of the offering.
|
(4) |
That,
for the purpose of determining liability of the Registrant under
the
Securities Act of 1933 to any purchaser in the initial distribution
of the
securities, the undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to
this
Registration Statement, regardless of the underwriting method used
to sell
the securities to the purchaser, if the securities are offered or
sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will
be
considered to offer or sell such securities to such
purchaser:
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to
Rule 424;
|
(ii) |
Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
|
(iii) |
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant
or its
securities provided by or on behalf of the undersigned Registrant;
and
|
(iv) |
Any
other communication that is an offer in the offering made by the
undersigned Registrant to the
purchaser.
|
THE TORONTO-DOMINION BANK | ||
|
|
|
By: | /s/ Christopher A. Montague | |
Name: Christopher A. Montague |
||
Title: Executive Vice President and General Counsel |
Signature
|
Title
|
Date
|
||
/s/
W.
Edmund Clark
W.
Edmund Clark
|
President,
Chief Executive Officer and Director
(principal
executive officer)
|
April
20, 2007
|
||
/s/ Colleen
M. Johnston
Colleen
M. Johnston
|
Executive
Vice President and Chief Financial Officer
(principal
financial officer)
|
April
20, 2007
|
||
/s/
Kelvin
Tran
Kelvin
Tran
|
Vice
President and Chief Accountant
(principal
accounting officer)
|
April
20, 2007
|
||
/s/
Brendan
O’ Halloran
Brendan
O’ Halloran
|
Authorized
Representative in the United States
|
April
20, 2007
|
||
/s/
John
M. Thompson
John
M. Thompson
|
Chairman
of the Board
|
April
20, 2007
|
||
/s/
William
E. Bennett
William
E. Bennett
|
Director
|
April
20, 2007
|
/s/
Hugh
J. Bolton
Hugh
J. Bolton
|
Director
|
April
20, 2007
|
||
/s/
John
L. Bragg
John
L. Bragg
|
Director
|
April
20, 2007
|
||
/s/
Wendy
K. Dobson
Wendy
K. Dobson
|
Director
|
April
20, 2007
|
||
/s/
Darren
Entwistle
Darren
Entwistle
|
Director
|
April
20, 2007
|
||
/s/
Donna
M. Hayes
Donna
M. Hayes
|
Director
|
April
20, 2007
|
||
/s/
Henry
H. Ketcham
Henry
H. Ketcham
|
Director
|
April
20, 2007
|
||
/s/
Pierre
H. Lessard
Pierre
H. Lessard
|
Director
|
April
20, 2007
|
||
/s/
Harold
H. MacKay
Harold
H. MacKay
|
Director
|
April
20, 2007
|
||
/s/
Brian
F. MacNeill
Brian
F. MacNeill
|
Director
|
April
20, 2007
|
||
/s/
Irene
R. Miller
Irene
R. Miller
|
Director
|
April
20, 2007
|
||
/s/
Roger
Phillips
Roger
Phillips
|
Director
|
April
20, 2007
|
||
/s/
Wilbur
J. Prezzano
Wilbur
J. Prezzano
|
Director
|
April
20, 2007
|
||
/s/
Helen
K. Sinclair
Helen
K. Sinclair
|
Director
|
April
20, 2007
|
||
/s/
Christopher A. Montague
Christopher
A. Montague
*
Attorney-in-fact
|
April
20, 2007
|
TD BANKNORTH INC. AMENDED AND RESTATED 401(K) PLAN | ||
|
|
|
By | /s/ Susan G. Shorey | |
Name: Susan G. Shorey |
||
Title: Plan Administrator |
Exhibit
Number
|
Description
|
|||
5.1 | Opinion of Christopher A. Montague. | |||
23.1
|
Consent
of Ernst & Young LLP.
|
|||
24.1
|
Power
of Attorney.
|
|||
99.1
|
TD
Banknorth Inc. Amended and Restated 401(k) Plan.
|
|||
99.2
|
Amendment
No. 1 to the TD Banknorth Inc. Amended
and Restated 401(k) Plan.
|
|||
99.3
|
Amendment
No. 2 to the TD Banknorth Inc. Amended
and Restated 401(k) Plan.
|
|||
99.4
|
Amendment
No. 3 to the TD Banknorth Inc. Amended
and Restated 401(k) Plan.
|
|||
99.5
|
Amendment
No. 4 to the TD Banknorth Inc. Amended
and Restated 401(k) Plan.
|
|||
99.6
|
Amendment
No. 5 to the TD Banknorth Inc. Amended
and Restated 401(k) Plan.
|
|||
99.7
|
Amended
and Restated Banknorth Group, Inc. 1995 Stock Option Plan for Non-Employee
Directors.
|
|||
99.8
|
American
Bank of Connecticut 1993 Incentive Stock Option
Plan.
|
|||
99.9
|
American
Bank of Connecticut 1998 Incentive Stock Option
Plan.
|
|||
99.10
|
American
Financial Holdings, Inc. 2000 Stock-Based Incentive
Plan.
|
|||
99.11
|
Banknorth
Group, Inc. 1997 Equity Compensation Plan.
|
|||
99.12
|
CCBT
Bancorp, Inc. Stock Option Plan.
|
|||
99.13
|
CCBT
Financial Companies, Inc. 2001 Directors’ Stock Option
Plan.
|
|||
99.14
|
First
Amendment to CCBT Financial Companies, Inc. 2001 Directors’ Stock Option
Plan.
|
|||
99.15
|
CFX
Corporation 1997 Long-Term Incentive Plan.
|
|||
99.16
|
Evergreen
Bancorp, Inc. 1995 Directors Stock Option Plan.
|
|||
99.17
|
Amendment
No. 1 to Evergreen Bancorp, Inc. 1995 Directors Stock Option
Plan.
|
|||
99.18
|
Evergreen
Bancorp, Inc. Amended and Restated 1995 Stock Incentive
Plan.
|
|||
99.19
|
HUBCO,
Inc. 1995 Stock Option Plan.
|
|||
99.20
|
Hudson
United Bancorp 1999 Stock Option Plan.
|
|||
99.21
|
Hudson
United Bancorp 2002 Stock Option Plan.
|
|||
99.22
|
Ipswich
Savings Bank 1992 Incentive and Nonqualified Stock Option
Plan.
|
|||
99.23
|
SIS
Bancorp, Inc. Stock Option Plan.
|
|||
99.24
|
TD
Banknorth Inc. 1996 Equity Incentive Plan.
|
|||
99.25
|
Amendment
No. 1 to TD Banknorth Inc. 1996 Equity Incentive
Plan.
|
|||
99.26 |
TD
Banknorth Inc. Amended and Restated 2003 Equity Incentive
Plan.
|
|||
99.27
|
Warren
Bancorp, Inc. 1995 Incentive and Non-Qualified Stock Option
Plan.
|