Registration No. 333-________
Filed June 1, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
TD Banknorth Inc.
______________________________________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 01-0437984
______________________________________________________________________________
(State of incorporation) (IRS Employer Identification No.)
P.O. Box 9540
Two Portland Square
Portland, Maine 04112-9540
______________________________________________________________________________
(Address of principal executive offices, including zip code)
TD Banknorth Inc. Amended and Restated 2003 Equity Incentive Plan
______________________________________________________________________________
(Full title of the plan)
William J. Ryan Copies to:
Chairman, President and Gerard L. Hawkins, Esq.
Chief Executive Officer Kenneth B. Tabach, Esq.
TD Banknorth Inc. Elias, Matz, Tiernan & Herrick L.L.P.
P.O. Box 9540 734 15th Street, N.W.
Two Portland Square Washington, D.C. 20005
Portland, Maine 04112-9540 (202) 347-0300
(207) 761-8500
____________________________________
(Name, address and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
______________________________________________________________________________
Common Stock,
par value $.01 8,436,782(2) $30.475(3) $257,110,931(3) $30,262
_____________
(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares of common
stock, par value $.01 per share ("Common Stock"), of TD Banknorth
Inc., a Delaware corporation ("TD Banknorth" or the
"Registrant"), registered hereby as a result of a stock split,
stock dividend or similar adjustment of the outstanding Common
Stock.
(2) Represents the additional shares of Common Stock which may
be issued under the TD Banknorth Amended and Restated 2003 Equity
Incentive Plan (the "Plan") as a result of amendments to the Plan
adopted by TD Banknorth and approved by stockholders of TD
Banknorth on May 24, 2005.
(3) Estimated solely for the purpose of calculating the
registration fee, which has been calculated pursuant to Rule
457(c) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share is equal to the average of the
high and low sales prices of the Common Stock as reported by the
New York Stock Exchange on May 26, 2005.
__________________________
This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section
8(a) of the Securities Act and 17 C.F.R. Section 230.462.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information
specified in Part I are not required to be filed with the
Securities and Exchange Commission (the "Commission") as part of
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
TD Banknorth Inc. (Commission File No. 0-51179) files
annual, quarterly and special reports, proxy statements and other
information with the Commission and is the successor to Banknorth
Group, Inc. (Commission File No. 1-31211).
The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration
Statement:
(a) TD Banknorth's Current Report on Form 8-K filed
with the Commission on March 2, 2005;
(b) TD Banknorth's Annual Report on Form 10-K for the
year ended December 31, 2004, as amended;
(c) All reports filed by TD Banknorth pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), since the end of the
fiscal year covered by the Annual Report referred to in
clause (b) above;
(d) The description of the Common Stock of TD Banknorth
contained in the proxy statement/prospectus, dated January
11, 2005, included in the Registration Statement on Form S-
4/F-4 of TD Banknorth and The Toronto-Dominion Bank
(Commission File Nos. 333-119517/119519); and
(e) All documents filed by TD Banknorth pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold.
Any statement contained in this Registration Statement, or
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,
3
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.
Item 4. Description of Securities.
Not applicable because the Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
TD Banknorth. Pursuant to the DGCL, a corporation may
indemnify any person in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than a derivative action
by or in the right of such corporation) who is or was a director,
officer, employee or agent of such corporation, or serving at the
request of such corporation in such capacity for another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best
interests of such corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
The DGCL also permits indemnification by a corporation under
similar circumstances for expenses (including attorneys' fees)
actually and reasonably incurred by such persons in connection
with the defense or settlement of a derivative action, except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to such corporation unless the Delaware Court of
Chancery or the court in which such action or suit was brought
shall determine upon application that such person is fairly and
reasonably entitled to indemnity for such expenses which such
court shall deem proper.
The DGCL provides that the indemnification described above
shall not be deemed exclusive of other indemnification that may
be granted by a corporation pursuant to its by-laws,
disinterested directors' vote, shareholders' vote, agreement or
otherwise.
The DGCL also provides corporations with the power to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation in a similar
capacity for another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against
him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the
power to indemnify him or her against such liability as described
above. TD Banknorth has obtained officers' and directors'
liability insurance which insures against liabilities that
officers and directors of TD Banknorth may, in such capacities,
incur.
4
TD Banknorth's certificate of incorporation provides that
directors will not be personally liable for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to TD Banknorth
or its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (dealing with
unauthorized distributions by a corporation), or (iv) for any
transaction from which the director derived any improper personal
benefit. If the DGCL is amended to authorize, with the approval
of a corporation's shareholders, further reductions in the
liability of a corporation's directors for breach of fiduciary
duty, then a director of TD Banknorth will not be liable for any
such breach to the fullest extent permitted by the DGCL as so
amended. Any repeal or modification of these provisions by the
shareholders of TD Banknorth will not adversely affect any right
or protection of a director of TD Banknorth existing at the time
of such repeal or modification.
TD Banknorth's by-laws provide,
* that TD Banknorth shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the
fact that he or she is or was a director, officer, employee or
agent of TD Banknorth, or is or was serving at the request of TD
Banknorth as a director, officer, trustee, partner, employee or
agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity, against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding to the full
extent provided by the DGCL, provided that TD Banknorth shall not
be liable for any amount which may be due to any person in
connection with a settlement of any action, suit or proceeding
effected without its prior written consent or any action, suit or
proceeding initiated by an indemnified person without its prior
written consent, other than an action or proceeding seeking
indemnification from TD Banknorth under its by-laws; and
* that TD Banknorth shall pay the expenses incurred by an
indemnified person in advance of a final disposition of an action
or proceeding upon receipt by TD Banknorth of (1) a written
undertaking by or on behalf of the indemnified person to repay
such amount if the indemnified person is ultimately determined
not to have acted in the manner required under the DGCL in order
to permit indemnification and (2) a written affirmation by the
indemnified person that the person has met the requisite standard
of conduct for indemnification.
The foregoing statements are subject to the detailed
provisions of Section 145 of the DGCL and the certificate of
incorporation and by-laws of TD Banknorth.
Item 7. Exemption from Registration Claimed.
Not applicable because no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
5
Item 8. Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to the Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Page
-- ------- ----
4 Common Stock Certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities Filed herewith
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5) --
23.2 Consent of KPMG LLP Filed herewith
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). Filed herewith
_______________
(1)
Incorporated by reference from the Registration Statement
on Form S-4/F-4 of TD Banknorth and The Toronto-Dominion
Bank (Commission File Nos. 333-119517/119519) filed on
October 6, 2004, as amended.
Item 9. Undertakings.
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,
(ii) 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, and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change in such information in the Registration
Statement; provided, however, that clauses (i) and (ii) do
not apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
6
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
which remain unsold at the termination of the offering.
4. That, for the purposes of determining any
liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement 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.
5. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed
by the final adjudication of such issue.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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
the City of Portland, State of Maine, on this 31st day of May
2005.
TD BANKNORTH INC.
By: /s/ William J. Ryan
------------------------------------
Name: William J. Ryan
Title: Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Each
person whose signature appears below hereby makes, constitutes
and appoints William J. Ryan his or her true and lawful attorney,
with full power to sign for such person and in such person's name
and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.
/s/ William E. Bennett May 31, 2005
-------------------------
William E. Bennett
Director
/s/ W. Edmund Clark May 31, 2005
-------------------------
W. Edmund Clark
Director
/s/ Robert G. Clarke May 31, 2005
-------------------------
Robert G. Clarke
Director
/s/ P. Kevin Condron May 31, 2005
-------------------------
P. Kevin Condron
Director
/s/ John Otis Drew May 31, 2005
-------------------------
John Otis Drew
Director
/s/ Colleen A. Khoury May 31, 2005
-------------------------
Colleen A. Khoury
Director
8
/s/ Dana S. Levenson May 31, 2005
------------------------------
Dana S. Levenson
Director
/s/ Steven T. Martin May 31, 2005
------------------------------
Steven T. Martin
Director
/s/ John M. Naughton May 31, 2005
------------------------------
John M. Naughton
Director
/s/ Malcolm W. Philbrook, Jr. May 31, 2005
------------------------------
Malcolm W. Philbrook, Jr.
Director
/s/ Angelo P. Pizzagalli May 31, 2005
------------------------------
Angelo P. Pizzagalli
Director
/s/ Wilbur J. Prezzano May 31, 2005
------------------------------
Wilbur J. Prezzano
Director
/s/ Irving E. Rogers, III May 31, 2005
------------------------------
Irving E. Rogers, III
Director
/s/ William J. Ryan May 31, 2005
------------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/ Curtis M. Scribner May 31, 2005
------------------------------
Curtis M. Scribner
Director
/s/ Gerry S. Weidema May 31, 2005
------------------------------
Gerry S. Weidema
Director
/s/ Stephen J. Boyle May 31, 2005
------------------------------
Stephen J. Boyle
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
9