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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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TD WATERHOUSE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 13-4056516
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification Number)
100 WALL STREET, NEW YORK, NY 10005
(Address of Principal Executive Offices) (Zip Code)
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1999 TD WATERHOUSE GROUP, INC. STOCK INCENTIVE PLAN
(Full Title of the Plan)
STEPHEN D. MCDONALD
CHIEF EXECUTIVE OFFICER
TD WATERHOUSE GROUP, INC.
100 WALL STREET
NEW YORK, NEW YORK 10005
(Name and Address of Agent For Service)
(212) 806-3500
(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
LEE MEYERSON, ESQ. RICHARD H. NEIMAN, ESQ.
SIMPSON THACHER & BARTLETT TD WATERHOUSE GROUP, INC.
425 LEXINGTON AVENUE 100 WALL STREET
NEW YORK, NEW YORK 10017-3954 NEW YORK, NEW YORK 10005
(212) 455-2000 (212) 806-3500
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (a) PRICE (a) FEE (a)
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Common Stock, $0.01 par value per share 700,000 $24.00 $16,800,000 $4,435.20
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(a) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, 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 $24 per share, the price at which all of the options may be exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
* The document(s) containing the information called for in Part I of Form S-8
will be sent or given to employees awarded options under the 1999 TD Waterhouse
Group, Inc. Stock Incentive Plan (the "Plan"), adopted by TD Waterhouse Group,
Inc. (the "Company" or the "Registrant") and is not being filed with or
included in this Form S-8 in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are
incorporated herein by reference: (i) the description of the Company's Common
Stock contained in its Registration Statement on Form 8-A, as filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on June 17, 1999 and as may be further amended, modified or
superseded by any report or amendment filed with the Commission for the purpose
of updating such description; (ii) the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1999; (iii) the Company's Quarterly Reports
on Form 10-Q for the quarterly periods ended January 31, 2000 and April 30,
2000; and (iv) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act, since October 31, 1999.
In addition to the foregoing, all other documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference in this Registration
Statement 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 subsequently filed document that is also incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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ITEM 4. Description of Securities
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel
Not Applicable.
ITEM 6. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits
a provision in the certificate of incorporation of each corporation organized
thereunder, eliminating or limiting, with certain exceptions, the personal
liability of a director to the corporation or its stockholders for monetary
damages for certain breaches of fiduciary duty as a director. The Company's
Certificate of Incorporation eliminates the personal liability of directors to
the fullest extent permitted by the DGCL.
Section 145 of the DGCL authorizes a Delaware corporation, within certain
limitations, to indemnify its officers, directors, employees and agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by them in connection with any
suit or proceeding other than by or on behalf of the corporation, if they acted
in good faith and in a manner reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to a criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
With respect to actions by or on behalf of the corporation, Section 145 permits
a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of such action or suit, provided
such person meets the standard of conduct described in the preceding paragraph,
except that no indemnification is permitted in respect of any claim where such
person has been found liable to the corporation, unless the Court of Chancery
or the court in which such action or suit was brought approves such
indemnification and determines that such person is fairly and reasonably
entitled to be indemnified.
Our charter provides for the indemnification of our officers and directors (the
"Indemnitees") to the fullest extent permitted by applicable law. Delaware law
currently permits a Delaware corporation (i) to indemnify any officer or
director in any third-party or governmental actions against them for expenses,
judgments, fines and amounts paid in settlement and, in derivative actions, for
expenses, if the Indemnitee acted in good faith and in the manner he believed
to be in or not opposed to the best interest of such corporation and (ii) to
advance expenses in any action, provided that such officer or directors agrees
to reimburse the corporation if it is ultimately determined that he was not
entitled to indemnification.
ITEM 7. Exemption from Registration Claimed
Not applicable.
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ITEM 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
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EXHIBIT
NUMBER EXHIBIT
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4.1 1999 TD Waterhouse Group, Inc. Stock Incentive Plan.
4.2 Amended and Restated Certificate of Incorporation of TD
Waterhouse Group, Inc. (incorporated by reference to
exhibit number 3.1 to the Company's Registration
Statement on Form S-1, as amended, File No. 333-77521).
4.3 Amended and Restated By-laws of TD Waterhouse Group, Inc.
(incorporated by reference to exhibit number 3.2 to the
Company's Registration Statement on Form S-1, as amended,
File No. 333-77521).
5 Opinion of Simpson Thacher & Bartlett as to the validity
of common stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Simpson Thacher & Bartlett (contained in
Exhibit 5).
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ITEM 9. Undertakings
(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; (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;
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; (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 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.
(b) The undersigned registrant hereby undertakes that, for 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 Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
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(c) 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
Securities and Exchange 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 of the registrant 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.
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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 New York, State of New York, on June 27, 2000.
TD WATERHOUSE GROUP, INC.
(Registrant)
By:/s/Stephen D. McDonald
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Name: Stephen D. McDonald
Title: Chief Executive Officer and Deputy Chairman
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.
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Signature Title Date
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/s/ A. Charles Baillie Chairman of the Board June 27, 2000
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A. Charles Baillie
/s/ Stephen D. McDonald Deputy Chairman, June 27, 2000
----------------------- Chief Executive Officer and Director
Stephen D. McDonald (Principal Executive Officer)
/s/ Frank J. Petrilli President, Chief Operating Officer June 27, 2000
--------------------- and Director
Frank J. Petrilli
/s/ John G. See Vice Chairman of the Board and Director June 27, 2000
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John G. See
/s/ Lawrence M. Waterhouse, Jr. Director June 27, 2000
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Lawrence M. Waterhouse, Jr.
/s/ Dr. Wendy K. Dobson Director June 27, 2000
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Dr. Wendy K. Dobson
/s/ Steven B. Dodge Director June 27, 2000
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Steven B. Dodge
/s/ Leo J. Hindery, Jr. Director June 27, 2000
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Leo J. Hindery, Jr.
/s/ John M. Thompson Director June 27, 2000
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John M. Thompson
/s/ B. Kevin Sterns Executive Vice President June 27, 2000
------------------- and Chief Financial Officer
B. Kevin Sterns (Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4.1 1999 TD Waterhouse Group, Inc. Stock Incentive Plan.
4.2 Amended and Restated Certificate of Incorporation of TD
Waterhouse Group, Inc. (incorporated by reference to
exhibit number 3.1 to the Company's Registration
Statement on Form S-1, as amended, File No. 333-77521).
4.3 Amended and Restated By-laws of TD Waterhouse Group, Inc.
(incorporated by reference to exhibit number 3.2 to the
Company's Registration Statement on Form S-1, as amended,
File No. 333-77521).
5 Opinion of Simpson Thacher & Bartlett as to the validity
of common stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Simpson Thacher & Bartlett (contained in
Exhibit 5).
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