Canada | 6029 | 13-5640479 | ||
(Province or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No., if applicable) |
Christopher A. Montague, Esq. Executive Vice President and General Counsel The Toronto-Dominion Bank Toronto Dominion Bank Tower Toronto-Dominion Centre Toronto, Ontario M5K 1A2, Canada (416) 308-6963 |
Lee Meyerson, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
A. | o | upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). | ||||||
B. | o | at some future date (check appropriate box below) | ||||||
1. | o | pursuant to Rule 467(b) on at (designate a time not sooner than seven calendar days after filing). | ||||||
2. | þ | pursuant to Rule 467(b) on October 29, 2010 at 12 p.m. (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on October 26, 2010. | ||||||
3. | o | pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. | ||||||
4. | o | after the filing of the next amendment to this Form (if preliminary material is being filed). |
Title of Each Class of | Amount to be | Proposed Maximum | Amount of | ||||||||||||||
Securities to be Registered | Registered(1)(2) | Aggregate Offering Price(3) | Registration Fee | ||||||||||||||
Debt Securities (subordinated indebtedness) |
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Common Shares |
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Class A First Preferred Shares |
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Warrants |
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Total |
U.S.$5,000,000,000 | U.S.$356,500 | (4) | ||||||||||||||
(1) | There is being registered hereunder an indeterminate number of securities of The Toronto-Dominion Bank (the Registrant) as from time to time may be issued at prices determined at the time of issuance. This Registration Statement also covers such indeterminate amount of securities of the Registrant as may be issued upon exercise, conversion or exchange of any securities that provide for such issuance. Separate consideration may not be received for these securities. | |
(2) | This Registration Statement also covers an undeterminable amount of registered securities that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrant. | |
(3) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed U.S.$5,000,000,000, or the equivalent thereof in one or more foreign currencies. | |
(4) | Previously paid. | |
II-1
Exhibit No. | Description | |
4.1
|
Annual Information Form of the Registrant dated December 2, 2009 (incorporated by reference to Exhibit 99.1 to The Toronto-Dominion Banks Form 40-F filed on December 3, 2009, File No. 001-14446). | |
4.2
|
The consolidated audited financial statements for the fiscal year ended October 31, 2009 with comparative consolidated financial statements for the fiscal year ended October 31, 2008, together with the auditors report thereon and Managements Discussion and Analysis (incorporated by reference to Exhibits 99.2 and 99.3 to The Toronto-Dominion Banks Form 40-F filed on December 3, 2009, File No. 001-14446). | |
4.3
|
Reconciliation of Canadian and U.S. Generally Accepted Accounting Principles for the fiscal year ended October 31, 2009 (incorporated by reference to Exhibit 99.4 to The Toronto-Dominion Banks Form 40-F filed on December 3, 2009, File No. 001-14446). | |
4.4
|
Management Proxy Circular of the Registrant dated as of January 28, 2010 (incorporated by reference to The Toronto-Dominion Banks Form 6-K filed on February 25, 2010, File No. 001-14446). | |
4.5
|
The Third Quarter Report to Shareholders for the three and nine months ended July 31, 2010, which includes comparative consolidated interim financial statements (unaudited) and Managements Discussion and Analysis (incorporated by reference to The Toronto-Dominion Banks Form 6-K filed on September 2, 2010, File No. 001-14446). | |
5.1
|
Consent of Ernst & Young LLP. | |
5.2
|
Consent of Ernst & Young LLP addressed to the Canadian securities regulatory authorities.* | |
6.1 |
Powers of Attorney.* | |
6.2
|
Certified Resolutions of the Board of Directors. | |
7.1
|
Trust Indenture, dated as of November 1, 2005 between the Registrant and Computershare Trust Company of Canada, as trustee, relating to the Debt Securities registered hereby (incorporated by reference to The Toronto-Dominion Banks Registration Statement on Form F-10 filed on February 1, 2007, File No. 333-140383). | |
*
|
Previously filed. | |
II-2
III-1
THE TORONTO-DOMINION BANK |
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By: | /s/ Christopher A. Montague | |||
Name: | Christopher A. Montague | |||
Title: | Executive Vice President and General Counsel |
Name | Title | Date | ||
*
|
President, Chief Executive Officer and Director | October 28, 2010 | ||
W. Edmund Clark
|
(Principal Executive Officer) | |||
*
|
Group Head, Finance and Chief Financial Officer | October 28, 2010 | ||
Colleen M. Johnston
|
(Principal Financial Officer) | |||
*
|
Senior Vice President and Chief Accountant | October 28, 2010 | ||
Kelvin Tran
|
(Principal Accounting Officer) | |||
*
|
Chairman of the Board | October 28, 2010 | ||
John M. Thompson |
||||
*
|
Director | October 28, 2010 | ||
William E. Bennett |
||||
*
|
Director | October 28, 2010 | ||
Hugh J. Bolton |
||||
*
|
Director | October 28, 2010 | ||
John L. Bragg |
||||
*
|
Director | October 28, 2010 | ||
Wendy K. Dobson |
||||
*
|
Director | October 28, 2010 | ||
Henry H. Ketcham |
||||
*
|
Director | October 28, 2010 | ||
Pierre H. Lessard |
||||
*
|
Director | October 28, 2010 | ||
Brian M. Levitt |
||||
*
|
Director | October 28, 2010 | ||
Harold H. MacKay |
||||
*
|
Director | October 28, 2010 | ||
Irene R. Miller |
||||
*
|
Director | October 28, 2010 | ||
Nadir H. Mohamed |
||||
*
|
Director | October 28, 2010 | ||
Wilbur J. Prezzano |
||||
*
|
Director | October 28, 2010 | ||
Helen K. Sinclair |
||||
*
|
Director | October 28, 2010 | ||
Carole S. Taylor |
||||
*
|
Authorized Representative in the United States | October 28, 2010 | ||
Brendan OHalloran |
*By | /s/ Christopher A. Montague
|
|||||
Christopher A. Montague
|
||||||
Attorney-in-Fact |
III-2
Exhibit No. | Description | |
4.1
|
Annual Information Form of the Registrant dated December 2, 2009 (incorporated by reference to Exhibit 99.1 to The Toronto-Dominion Banks Form 40-F filed on December 3, 2009, File No. 001-14446). | |
4.2
|
The consolidated audited financial statements for the fiscal year ended October 31, 2009 with comparative consolidated financial statements for the fiscal year ended October 31, 2008, together with the auditors report thereon and Managements Discussion and Analysis (incorporated by reference to Exhibits 99.2 and 99.3 to The Toronto-Dominion Banks Form 40-F filed on December 3, 2009, File No. 001-14446). | |
4.3
|
Reconciliation of Canadian and U.S. Generally Accepted Accounting Principles for the fiscal year ended October 31, 2009 (incorporated by reference to Exhibit 99.4 to The Toronto-Dominion Banks Form 40-F filed on December 3, 2009, File No. 001-14446). | |
4.4
|
Management Proxy Circular of the Registrant dated as of January 28, 2010 (incorporated by reference to The Toronto-Dominion Banks Form 6-K filed on February 25, 2010, File No. 001-14446). | |
4.5
|
The Third Quarter Report to Shareholders for the three and nine months ended July 31, 2010, which includes comparative consolidated interim financial statements (unaudited) and Managements Discussion and Analysis (incorporated by reference to The Toronto-Dominion Banks Form 6-K filed on September 2, 2010, File No. 001-14446). | |
5.1
|
Consent of Ernst & Young LLP. | |
5.2
|
Consent of Ernst & Young LLP addressed to the Canadian securities regulatory authorities.* | |
6.1
|
Powers of Attorney.* | |
6.2
|
Certified Resolutions of the Board of Directors. | |
7.1
|
Trust Indenture, dated as of November 1, 2005 between the Registrant and Computershare Trust Company of Canada, as trustee, relating to the Debt Securities registered hereby (incorporated by reference to The Toronto-Dominion Banks Registration Statement on Form F-10 filed on February 1, 2007, File No. 333-140383). | |
* |
Previously filed. | |