sv8
As filed with the Securities and Exchange Commission on October 1, 2010
Registration No. 333-
UNITED STATES 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)
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Canada
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13-5640479 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
P.O. Box 1
Toronto-Dominion Centre
King Street West and Bay Street
Toronto, Ontario M5K 1A2
Canada
(416) 982-8222
(Address, including zip code, of Registrants principal executive office)
TSFG Stock Option Plan
TSFG Long Term Incentive Plan
The South Financial Group, Inc. Amended and Restated Directors Stock Option Plan
1995 Nonstatutory Stock Option Plan of Gulf West Banks, Inc.
CNB Florida Bancshares, Inc. 1998 Performance-Based Incentive Plan
Pointe Financial Corporation 1998 Incentive Compensation and Stock Award Plan
The South Financial Group, Inc. 401(k) Plan
The South Financial Group 2005 Executive and Director Deferred Compensation Plan
(Full Title of the Plan)
Brendan OHalloran
The Toronto-Dominion Bank
31 West 52nd Street
New York, New York 10019-6101
(212) 827-7000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Lee Meyerson
Ellen Patterson
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of |
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Proposed Maximum |
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Proposed Maximum |
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Securities to be |
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Amount to be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
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Registered |
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Registered (a)(b) |
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Share (c) |
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Price (c) |
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Registration Fee (c)(d) |
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Common Shares,
without par value |
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31,568 |
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$1,751 |
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$55,288,723 |
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$3,887 |
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(a) |
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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. |
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(b) |
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Includes shares being offered pursuant to The South Financial
Group, Inc. 401(k) Plan (20,000 Common Shares), shares being offered as dividend reinvestments pursuant to The South Financial
Group 2005 Executive and Director Deferred Compensation Plan (300 Common Shares) and shares
underlying outstanding and unexercised stock options under the following plans: TSFG Stock
Option Plan (8,307 Common Shares), TSFG Long Term Incentive Plan (2,060 Common Shares),
The South Financial Group, Inc. Amended and Restated Directors Stock Option Plan (632
Common Shares), 1995 Nonstatutory Stock Option Plan of Gulf West Banks, Inc. (21 Common
Shares), CNB Florida Bancshares, Inc. 1998 Performance-Based Incentive Plan (175 Common Shares) and Pointe
Financial Corporation 1998 Incentive Compensation and Stock Award Plan (73 Common Shares). |
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(c) |
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Estimated solely for purposes of calculating the registration fee 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 based on: (i) with respect to the shares underlying outstanding options
previously granted under the TSFG Stock Option Plan, on the weighted average per share
exercise price of such options equal to approximately $5,118.61 (based on a $42,520,297.50
aggregate exercise price); (ii) with respect to the shares underlying outstanding options
previously granted under the TSFG Long Term Incentive Plan, on the weighted average per share
exercise price of such options equal to approximately $3,038.23 (based on a $6,258,750.00
aggregate exercise price); (iii) with respect to the shares underlying outstanding options
previously granted under The South Financial Group, Inc. Amended and Restated Directors Stock
Option Plan, on the weighted average per share exercise price of such options equal to
approximately $5,742.06 (based on a $3,628,980.00 aggregate exercise price); (iv) with respect
to the shares underlying outstanding options previously granted under the 1995 Nonstatutory
Stock Option Plan of Gulf West Banks, Inc., on the weighted average per share exercise price
of such options equal to approximately $2,750.00 (based on a $57,750.00 aggregate exercise
price); (v) with respect to the shares underlying outstanding options previously granted under
the CNB Florida Bancshares, Inc. 1998 Performance-Based Incentive Plan, on the weighted average per share
exercise price of such options equal to approximately $6,545.19 (based on a $1,145,407.50
aggregate exercise price); and (vi) with respect to the shares underlying outstanding options
previously granted under the Pointe Financial Corporation 1998 Incentive Compensation and
Stock Award Plan, on the weighted average per share exercise price of such options equal to
approximately $2,844.01 (based on a $207,612.50 aggregate exercise price); and (vii) with
respect to the shares being offered pursuant to The South Financial Group, Inc. 401(k) Plan and The
South Financial Group 2005 Executive and Director Deferred Compensation Plan, on the basis of
the average high and low prices of the Common Shares reported in the New York Stock Exchange
on September 27, 2010. |
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Pursuant to Rule 457(p), $55.23 of the $4,307.22 filing fee previously paid by the
registrant in connection with the filing of its Form F-4 (File No. 333-167443) on June 10,
2010 is offset against the currently due filing fee. |
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Plan
described herein.
EXPLANATORY NOTE
Effective as of September 30, 2010, pursuant to an Agreement and Plan of Merger, dated May 16,
2010 (the Merger Agreement), by and among The Toronto-Dominion Bank (the Company or
Registrant), Hunt Merger Sub, Inc., a wholly-owned subsidiary of the Registrant, and The South
Financial Group, Inc. (TSFG), the Registrant acquired all of the issued and outstanding shares of
TSFG and, as a result of the transaction, TSFG became a wholly-owned subsidiary of the Registrant.
Pursuant to the terms of the Merger Agreement, upon completion of the transactions
contemplated by the Merger Agreement, each outstanding and unexercised option to purchase shares of
TSFG common stock became fully vested and automatically converted into an option (Converted
Option) to acquire common shares, without par value, of the Registrant (Common Shares),
according to formulas set forth in the Merger Agreement. Further, in connection with the
completion of the transactions contemplated by the Merger Agreement, effective as of September 30,
2010, the company stock fund, which is an eligible investment option under The South Financial
Group, Inc. 401(k) Plan (the 401(k) Plan), will include the Common Shares in lieu of shares of
TSFG common stock, and participants will, therefore, be able to direct the investments of their
plan accounts in the Common Shares. In addition, participants under The South Financial Group 2005
Executive and Director Deferred Compensation Plan (the Deferred Compensation Plan) who received
the Common Shares in exchange for the shares of TSFG common stock in their accounts in connection
with the merger may in the future receive additional Common Shares as
dividend reinvestments or as part of regular plan administration
reconcilement.
This Registration Statement on Form S-8 is being filed for the purpose of registering Common
Shares (i) issuable upon the exercise of Converted Options outstanding under the plans listed on
the cover page of this Registration Statement, (ii) being offered to employees of TSFG under the
401(k) Plan and (iii) being offered to participants under the Deferred
Compensation Plan, as described above.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of this Registration Statement is
omitted from this filing in accordance with the provisions of Rule 428 under the 1933 Act and the
introductory note to Part I of the Registration Statement. The documents containing the information
specified in Part I will be delivered to the participants in the Plans covered by this Registration
Statement as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
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Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Securities and Exchange Commission
(the Commission) are hereby incorporated by reference in this Registration Statement:
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(a) |
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The Registrants Annual Report on Form 40-F for the fiscal year ended October 31,
2009, filed on December 3, 2009, which contains audited financial statements for the
Registrants latest fiscal year. |
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(b) |
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Form 6-K, filed on December 3, 2009. |
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(c) |
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Form 6-K, filed on February 25, 2010. |
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(d) |
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Form 6-K, filed on February 26, 2010. |
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(e) |
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Form 6-K, filed on March 4, 2010, which includes the 1st Quarter 2010 Report
to Shareholders. |
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(f) |
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Form 6-K, filed on May 17, 2010. |
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Form 6-K, filed on May 27, 2010, which includes the 2nd Quarter 2010 Report
to Shareholders. |
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(h) |
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Form 6-K, filed on June 3, 2010. |
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(i) |
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Form 6-K, filed on September 2, 2010, which includes the 3rd Quarter 2010
Report to Shareholders |
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(j) |
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The 401(k) Plans Annual Report on Form 11-K for the fiscal year ended December 31,
2009, filed on June 28, 2010 |
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(k) |
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The description of the Registrants Common Shares contained in the Registrants
Registration Statement on Form 8-A filed on August 22, 1996. |
All documents filed by the Company or the 401(k) Plan pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, (the Exchange Act) after the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Additional Information Relating to Certain Prior Disclosures of TD
The discussion set forth under Capital Structure Ratings in the Annual Information Form filed
as Exhibit 99.1 to the Registrants Annual Report on Form 40-F for the year ended October 31, 2009
, Liquidity Risk Funding in the Managements Discussion and Analysis attached as Exhibit 99.2
to the Registrants Annual Report on Form 40-F for the year ended October 31, 2009, Managements
Discussion and Analysis Liquidity Risk in the 1st Quarter 2010 Report to
Shareholders attached as Exhibit 99.1 to the Registrants Report of Foreign Issuer on Form 6-K
filed with the SEC on March 4, 2010 that attached as an exhibit the Registrants 1st
Quarter 2010 Report to Shareholders, and Managements Discussion and Analysis Liquidity Risk
in the 2nd Quarter 2010 Report to Shareholders attached as Exhibit 99.1 to the
Registrants Report of Foreign Issuer on Form 6-K filed with the SEC on May 27, 2010 that attached
as an exhibit the Registrants 2nd Quarter 2010 Report to Shareholders, which reports
are incorporated by reference into this Registration Statement, is amended by supplementing such
discussion with the following additional information:
Credit ratings are important to TDs borrowing costs and ability to raise funds. A ratings
downgrade could potentially result in higher financing costs and reduce access to capital markets.
A lowering of credit ratings may also affect TDs ability to enter into normal course derivative or
hedging transactions and impact the costs associated with such transactions. TD regularly reviews
the level of increased collateral its trading counterparties would require in the event of a
downgrade of TDs credit rating. TD believes that the impact of a one notch downgrade would be
minimal and could be readily managed in the normal course of business, but more severe downgrades
could have a more significant impact by increasing TDs cost of borrowing and/or requiring TD to
post additional collateral for the benefit of its trading counterparties. Credit ratings and
outlooks provided by the ratings agencies reflect their views and are subject to change from time
to time, based on a number of factors, including TDs financial strength, competitive position and
liquidity as well as factors not entirely within TDs control, including the methodologies used by
the rating agencies and conditions affecting the financial services industry generally.
The information contained under Capital Structure Ratings in the Annual Information Form with
respect to the description of ratings categories of various ratings agencies is issuer-related
disclosure required by Canadian law and was based solely on public statements by the respective
ratings agencies available on their respective public websites.
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Item 4. |
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Description of Securities. |
Not applicable.
Item. 5. Interests of Named Experts and Counsel.
Christopher A. Montague, Executive Vice President and General Counsel of the Registrant, owns
or has the right to acquire Common Shares of the Registrant in an amount that does not exceed 0.05%
of the outstanding Common Shares of the Registrant.
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Item 6. |
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Indemnification of Directors and Officers. |
Under the Bank Act of Canada, a bank may not, by contract, resolution or by-law, limit the
liability of its directors for breaches of the Act, including their fiduciary duties imposed under
the Act. However, a bank may indemnify a director or officer, a former director or officer or a
person who acts or acted, at the banks request, as a director or officer of or in a similar
capacity for another entity, and his or her heirs and personal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her because of any civil, criminal, administrative, investigative or
other proceeding in which he or she is involved because of that association and may advance funds
to him or her for the costs, charges or expenses of such a proceeding, provided however, that a
bank may not indemnify such a person unless:
(1) that person acted honestly and in good faith with a view to the best interests of,
as the case may be, the bank or the other entity for which they acted at the banks request
as a director or officer or in a similar capacity; and
(2) in the case of a criminal or administrative action or proceeding that is enforced by
a monetary penalty, that person had reasonable grounds for believing that his or her impugned
conduct was lawful.
Under the Bank Act of Canada, these individuals are entitled to be indemnified by the
bank in respect of all costs, charges and expenses reasonably incurred by them in connection with
the defense of any civil, criminal, administrative, investigative or other proceeding in which he
or she is involved because of an association referred to above with the bank or other entity if the
person was
not judged by the courts or other competent authority to have committed any fault or omitted
to do anything that they ought to have done and fulfilled the conditions set out in (1) and (2)
above. A bank may, with the approval of a court, also indemnify these individuals in respect of, or
advance amounts to him or her for the costs, charges and expenses of, a proceeding referred to
above, in respect of an action by or on behalf of the bank or other entity to procure a judgment in
its favor, to which the person is made a party because of an association referred to above with the
bank or other entity, if he or she fulfills the conditions set out in (1) and (2) above.
The Registrants by-laws provide that subject to the limitations contained in the Bank
Act of Canada, but without limit to the right of the Registrant to indemnify or advance funds to
any person under the Bank Act of Canada or otherwise, the Registrant will indemnify a director or
officer or a former director or officer, or a person who acts or acted at the Registrants request
as a director or officer of or in a similar capacity for another entity, and such persons heirs
and legal representatives, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment reasonably incurred by such person in respect of any civil,
criminal, administrative, investigative or other proceeding to which such person is involved
because of that association with the Registrant or other entity. However, the Registrants bylaws
further provide that the Registrant shall not indemnify any such person unless: (i) such person
acted honestly and in good faith with a view to the best interests of the Registrant or the other
entity for which they acted at the Registrants request as a director or officer or in a similar
capacity; and (ii) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, such person had reasonable grounds for believing that such persons
conduct was lawful. These indemnification provisions could be construed to permit or require
indemnification for certain liabilities arising out of U.S. federal securities laws. Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable in the United States.
The Registrant maintains directors and officers liability insurance policies providing for
the insurance on behalf of any person who is or was a director or officer of the Registrant and
subsidiary companies against any liability incurred by him or her in any such capacity or arising
out of his or her status as such.
The Registrant also maintains liability insurance policies providing for the insurance on
behalf of any person who is or was an employee of the Registrant while acting as a director,
officer, trustee, governor or executive director of any organization where such service is with the
knowledge and consent of the Registrants Board of Directors against any liability incurred by him
or her in any such capacity or arising out of his or her status, provided that such insurance shall
not apply to the extent that any such person is entitled to be indemnified by such organization or
to the extent that such organization maintains separate insurance of behalf of the person against
such liability.
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Item 7. |
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Exemption from Registration Claimed. |
Not applicable.
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No. |
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Exhibit |
4.1
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TSFG Stock Option Plan (Incorporated by reference to Exhibit 99.1 of TSFGs
Registration Statement on Form S-8, Commission File No. 333-158835). |
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4.2
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TSFG Long Term Incentive Plan (Incorporated by reference to Exhibit 99.1 of
TSFGs Registration Statement on Form S-8, Commission File No. 161130). |
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4.3
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The South Financial Group, Inc. Amended and Restated Directors Stock Option
Plan (Incorporated by reference to Exhibit 99.1 from TSFGs Registration
Statement on Form S-8, Commission File No. 33-82668/82670). |
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4.4
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1995 Nonstatutory Stock Option Plan of Gulf West Banks, Inc (Incorporated by reference to the Gulf
West Banks, Inc. Registration Statement on Form S-4, filed on December 4, 1997, Commission File No.
333-57053). |
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4.5
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CNB Florida Bancshares, Inc. 1998 Performance-Based Incentive Plan (Incorporated by reference to
the CNB Florida Bancshares, Inc. Registration Statement on Form S-8 filed on December 7, 1998). |
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4.6
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Pointe Financial Corporation 1998 Incentive Compensation and Stock Award
Plan (Incorporated by reference to Exhibit 99.1 from TSFGs Registration
Statement on Form S-8, Commission File No. 333-124859). |
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No. |
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Exhibit |
4.7
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The South Financial Group, Inc. 401(k) Plan (Incorporated by reference to Exhibit 29 from TSFGs
Registration Statement on Form S-8, filed on November 9, 1998, Commission File No. 33-25424). |
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4.8
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The South Financial Group 2005 Executive and Director Deferred Compensation
Plan (Incorporated by reference to Exhibit 10.3 of TSFGs Current Report on
Form 8-K dated December 10, 2008). |
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5.1
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Opinion of Christopher A. Montague. |
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5.2
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ERISA opinion of Simpson Thacher & Bartlett LLP. |
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23.1
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Consent of Ernst & Young LLP. |
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24.1
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Power of Attorney. |
With respect to the 401(k) Plan, in lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5) of Regulation S-K, the Registrant hereby undertakes that it will
submit or has submitted the 401(k) Plan, and any amendments thereto, to the Internal Revenue
Service (IRS) in a timely manner and has made or will make all changes required by the IRS in
order to qualify the 401(k) Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
(a) |
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The undersigned Registrant hereby undertakes: |
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(1) |
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To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: |
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(i) |
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To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the Securities Act). |
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(ii) |
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To reflect in the prospectus any facts or events arising after
the effective date of the 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 the 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 a 20 percent change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table
in the effective Registration Statement. |
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(iii) |
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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; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the Registration Statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
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That, for the purpose of determining any liability of the
Registrant under the Securities Act, 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. |
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(3) |
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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. |
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Registrants annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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, 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 this 1st
day of October, 2010.
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THE TORONTO-DOMINION BANK
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By: |
/s/ CHRISTOPHER A. MONTAGUE
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Name: |
Christopher A. Montague |
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Title: |
Executive Vice President and General Counsel |
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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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Signature |
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Title |
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Date |
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Director
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October 1, 2010 |
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*
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Director
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October 1, 2010 |
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*
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Director
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October 1, 2010 |
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*
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President, Chief Executive
Officer and Director
(principal executive officer)
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October 1, 2010 |
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*
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Director
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October 1, 2010 |
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Signature |
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Title |
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Date |
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*
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Director
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October 1, 2010 |
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*
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Director and Chairman
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October 1, 2010 |
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/s/ KELVIN TRAN
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Senior Vice President and Chief
Accountant
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October 1, 2010 |
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(principal
accounting officer) |
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/s/ COLLEEN M. JOHNSTON
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Group Head Finance and Chief
Financial Officer
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October 1, 2010 |
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(principal
financial officer) |
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/s/ CHRISTOPHER A. MONTAGUE
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October 1, 2010 |
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* Attorney-in-fact |
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Authorized Representative in the United States: |
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/s/ BRENDAN OHALLORAN
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October 1, 2010 |
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Title: Senior Vice President |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other
persons who administer The South Financial Group, Inc. 401(k) Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Greenville, State of South Carolina on the
1st day
of October, 2010.
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THE SOUTH FINANCIAL GROUP, INC. 401(K) PLAN
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By: |
/s/ DAVID BELL
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Name: |
David Bell |
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Title: |
Plan Administrator |
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INDEX TO EXHIBITS
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No. |
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Exhibit |
4.1
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TSFG Stock Option Plan (Incorporated by reference to Exhibit 99.1 of TSFGs
Registration Statement on Form S-8, Commission File No. 333-158835). |
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4.2
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TSFG Long Term Incentive Plan (Incorporated by reference to Exhibit 99.1 of
TSFGs Registration Statement on Form S-8, Commission File No. 161130). |
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4.3
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The South Financial Group, Inc. Amended and Restated Directors Stock Option
Plan (Incorporated by reference to Exhibit 99.1 from TSFGs Registration
Statement on Form S-8, Commission File No. 33-82668/82670). |
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4.4
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1995 Nonstatutory Stock Option Plan of Gulf West Banks, Inc (Incorporated by reference to the Gulf
West Banks, Inc. Registration Statement on Form S-4, filed on December 4, 1997, Commission File No.
333-57053). |
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4.5
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CNB Florida Bancshares, Inc. 1998 Performance-Based Incentive Plan (Incorporated by reference to
the CNB Florida Bancshares, Inc. Registration Statement on Form S-8 filed on December 7, 1998). |
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4.6
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Pointe Financial Corporation 1998 Incentive Compensation and Stock Award
Plan (Incorporated by reference to Exhibit 99.1 from TSFGs Registration
Statement on Form S-8, Commission File No. 333-124859). |
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4.7
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The South Financial Group, Inc. 401(k) Plan (Incorporated by reference to Exhibit 29 from TSFGs
Registration Statement on Form S-8, filed on November 9, 1998, Commission File No. 33-25424). |
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4.8
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The South Financial Group 2005 Executive and Director Deferred Compensation
Plan (Incorporated by reference to Exhibit 10.3 of TSFGs Current Report on
Form 8-K dated December 10, 2008). |
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5.1
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Opinion of Christopher A. Montague. |
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5.2
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ERISA opinion of Simpson Thacher & Bartlett LLP. |
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23.1
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Consent of Ernst & Young LLP. |
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24.1
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Power of Attorney. |