Registration No. 333-
		Filed February 1, 2006

 

 

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 Certificate of Incorporation)

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)

Options to purchase Common Stock of the Registrant issued by the Registrant
pursuant to an Agreement and Plan of Merger, dated as of July 11, 2005, among
the Registrant, Hudson United Bancorp (“Hudson United”) and, solely with respect to Article X
thereof, The Toronto-Dominion Bank (the “Agreement”), upon conversion of outstanding
options to purchase common stock of Hudson United issued by Hudson United
under the Hudson United 2002 Stock Option Plan, the Hudson United 1999 Stock Option Plan
and the Hudson United 1995 Stock Option Plan

(Full Titles of the Plans)

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 Maximum

Proposed Maximum

Securities to be

Amount to be

Offering Price Per

Aggregate Offering

Amount of

Registered

Registered (1)

Share

Price

Registration Fee

Common Stock, par value $.01

272,272(2)

$19.73(3)

$5,371,927(3)

$575

     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. § 230.462.

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the plans as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”), but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

     TD Banknorth will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to TD Banknorth Inc., PO Box 9540, Two Portland Square, Portland, Maine 04112-9540, Attention: Investor Relations; telephone number (207) 761-8500.

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 through the date hereof;

     (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, 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.

     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.

     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.

     In addition, TD Banknorth carries a liability insurance policy for its directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable because no restricted securities will be reoffered or resold pursuant to this Registration Statement.

Item 8. Exhibits

     The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds to 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)		filed herewith
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).		—
99.1		Hudson United Bancorp 2002 Stock Option Plan		(2)
99.2		Hudson United Bancorp 1999 Stock Option Plan		(3)
99.3		Hudson United Bancorp 1995 Stock Option Plan		(3)

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 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.

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 1st day of February 2006.

     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		February 1, 2006
William E. Bennett
Director
/s/ W. Edmund Clark		February 1, 2006
W. Edmund Clark
Director
/s/ Robert G. Clarke		February 1, 2006
Robert G. Clarke
Director
/s/ P. Kevin Condron		February 1, 2006
P. Kevin Condron
Director
/s/ John Otis Drew		February 1, 2006
John Otis Drew
Director

/s/ Brian Flynn		February 1, 2006
Brian Flynn
Director
/s/ Colleen Khoury		February 1, 2006
Colleen Khoury
Director
/s/ Dana S. Levensen		February 1, 2006
Dana S. Levensen
Director
/s/ Steven T. Martin		February 1, 2006
Steven T. Martin
Director
/s/ Bharat Masrani		February 1, 2006
Bharat Masrani
Director
/s/ John M. Naughton		February 1, 2006
John M. Naughton
Director
/s/ Malcolm W. Philbrook, Jr.		February 1, 2006
Malcolm W. Philbrook, Jr.
Director
/s/ Angelo P. Pizzagalli		February 1, 2006
Angelo P. Pizzagalli
Director
/s/ Wilbur J. Prezzano		February 1, 2006
Wilbur J. Prezzano
Director

/s/ Irving E. Rogers, III		February 1, 2006
Irving E. Rogers, III
Director
/s/ David A. Rosow		February 1, 2006
David A. Rosow
Director
/s/ William J. Ryan		February 1, 2006
William J. Ryan
Chairman, President and Chief Executive Officer (principal executive officer)
/s/ Curtis M. Scribner		February 1, 2006
Curtis M. Scribner
Director
/s/ Gerry S. Weidema		February 1, 2006
Gerry S. Weidema
Director
/s/ Stephen J. Boyle		February 1, 2006
Stephen J. Boyle
Executive Vice President and Chief Financial Officer (principal financial and accounting officer)