S-8 POS

As filed with the Securities and Exchange Commission on October 22, 2008

Registration No. 333-96141

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The South Financial Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

South Carolina	57-0824914
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

102 South Main Street, Greenville, South Carolina 29601, (864) 255-7900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive
Offices)

CAROLINA FIRST AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)

John Opperman
TD Bank US Holding Company, the successor company to The South Financial Group, Inc.
One Portland Square,
Portland, Maine 04101
(207) 761-8500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

     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. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

TABLE OF CONTENTS

	Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-24.1
EX-24.2

DEREGISTRATION OF SECURITIES

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-96141) filed by Carolina First Corporation (the predecessor of The South Financial Group, Inc., “TSFG”) with the Securities and Exchange Commission (the “Commission”) on February 4, 2000 (the “Registration Statement”) relating to 838,500 shares of TSFG’s common stock, par value $1.00 per share (the “Common Stock”). The Registration Statement registered the shares of Common Stock for issuance by TSFG pursuant to the Carolina First Amended and Restated Stock Option Plan.

     On September 30, 2010, The Toronto-Dominion Bank (“TD”), Hunt Merger Sub Inc., a wholly-owned subsidiary of TD (“Merger Sub”) and TSFG completed the merger of Merger Sub with and into TSFG (the “Merger”) pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of May 16, 2010, by and among such parties. As a result of the Merger, TSFG became a wholly-owned subsidiary of TD and each issued and outstanding share of TSFG common stock not already held by TD was cancelled in exchange for the right to receive $0.28 in cash or 0.004 TD common shares (and cash in lieu of fractional shares). The Common Stock ceased trading on The NASDAQ Capital Market at the close of business on September 30, 2010. In connection with the Merger, Commerce has filed a Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 to terminate the registration of the Common Stock.

     In connection with the closing of the Merger, TSFG has terminated all of its offerings of its common stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by TSFG in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of TSFG which remain unsold at the termination of the offering, TSFG hereby removes from registration all shares of the Common Stock registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.

Item 8. Exhibits

No.	Exhibit
24.1	Power of Attorney.
24.2	Certified Resolution of the Board of Directors

[The remainder of this page is intentionally left blank]

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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Cherry Hill, State of New Jersey, on the 21^st day of October 2010.

TD BANK US HOLDING COMPANY, the successor company to The South Financial Group, Inc.
By:	/s/ Geoffrey W. Ryan
	Name:	Geoffrey W. Ryan
	Title:	Senior Vice President and Senior Counsel

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on the 21^st day of October 2010.

Name	Title
* Bharat B. Masrani	President, Chief Executive Officer and Director (principal executive officer)
* Stephen J. Boyle	Executive Vice President, Finance and Chief Financial Officer (principal accounting officer and principal financial officer)
* W. Edmund Clark	Director
* William E. Bennett	Director
* P. Kevin Condron	Director
	Director
Stanley E. Grayson
* Dana S. Levenson	Director
Thomas J. Mullin	Director
* Peter G. Vigue	Director
Natica von Althann	Director
/s/ Geoffrey W. Ryan Geoffrey W. Ryan

* Attorney-in-fact

INDEX TO EXHIBITS

No.	Exhibit
24.1	Power of Attorney.
24.2	Certified Resolution of the Board of Directors

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer of TD Bank US Holding Company, a Delaware corporation (the “Company”), hereby constitutes and appoints Bharat B. Masrani, Stephen J. Boyle, John R. Opperman and Geoffrey W. Ryan and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, (i) to sign any amendments to any existing Registration Statement (including post-effective amendments) filed by The South Financial Group, the Company or any of their respective affiliates on Form S-8 or such other form (or combined form) as such attorneys-in-fact, or any of them, may deem necessary or desirable in connection with the withdrawal or termination of any such Registration Statements, and (ii) to file all of the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission and any other necessary governmental or regulatory agency, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statements, including any amendments (including post-effective amendments), supplements and other documents, shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed one and the same instrument.

     IN WITNESS WHEREOF each of the undersigned has subscribed these presents as of this 21^st day of October, 2010.

/s/ Bharat B. Masrani  

Bharat B. Masrani, President, 

Chief Executive Officer and Director 

/s/ Stephen J. Boyle  

Stephen J. Boyle, Executive Vice President, 

Finance and Chief Financial Officer 

/s/ William E. Bennett  

William E. Bennett, Director 

/s/ W. Edmund Clark  

W. Edmund Clark, Director 

/s/ P. Kevin Condron  

P. Kevin Condron, Director 

Stanley E. Grayson, Director 

/s/ Dana S. Levenson  

Dana S. Levenson, Director 

Thomas J. Mullin, Director 

/s/ Peter G. Vigue  

Peter G. Vigue, Director 

Natica von Althann, Director 

EX-24.2

Exhibit 24.2

TD BANK US HOLDING COMPANY

SECRETARY’S CERTIFICATE

     The undersigned, being the duly elected, qualified and acting Assistant Secretary of TD Bank US Holding Company (the “Company”) hereby certifies that the following Resolutions of the Board of Directors of the Company were duly adopted by the Board, said Resolutions having been so duly adopted on August 31, 2010, and that said Resolutions have not been modified or rescinded and are still in full force and effect as of the date hereof as follows:

          WHEREAS, the Board has determined that it is advisable and in the best interests of the Company to enter into the Post-Closing Transactions relating to the Company.

          NOW, THEREFORE, BE IT:

     Approval of the Post-Closing Transactions

     RESOLVED, that the Board finds the actions, steps and transactions relating to the Company in connection with the Post-Closing Transactions and the terms and transactions relating to the Company and contemplated by the Post-Closing Transactions Document are advisable and fair to and in the best interests of the Company, and the Board hereby declares advisable and approves such Post-Closing Transactions, the Post-Closing Transactions Document and the transactions contemplated thereby all substantially as presented, and any of the President and Chief Executive Officer, any Senior Executive Vice President or any Executive Vice President of the Company (each, an “Authorized Person”) is hereby authorized and approved, and each Authorized Person be, and each of them hereby is, authorized in the name and on behalf of the Company to prepare, execute and deliver such related agreements, documents and other instruments relating to the Post-Closing Transactions as he or she deems necessary or appropriate in connection with the Post-Closing Transactions;

     RESOLVED, that each Authorized Person is authorized, on behalf of and in the name of the Company, to negotiate the structure and terms of the Post-Closing Transactions, including all related agreements and other instruments, which approval shall be conclusively evidenced by such execution and delivery and to take all steps necessary or advisable to implement the Post-Closing Transactions;

     RESOLVED, that each Authorized Person is authorized to conduct business on behalf of the Company in connection with the Post-Closing Transactions and the consummation of the Post-Closing Transactions and the performance of the Company’s obligations thereunder;

     Regulatory Approvals and Filings

     RESOLVED, that each Authorized Person and counsel for the Company is authorized in the name and on behalf of the Company and/or any applicable affiliate, to prepare and file all applications and any and all certificates, documents, letters and other

instruments with any appropriate Canadian or U.S. provincial, territorial, federal, state, local or other domestic or foreign governmental or regulatory authority necessary or desirable in connection with the Post-Closing Transactions and the other transactions contemplated by these resolutions with full power and authority by such Authorized Persons and counsel to take any and all such action as may be necessary or advisable to obtain such approvals, including, without limitation, appearing before any such other governmental or regulatory authority;

     General Enabling Resolutions

     RESOLVED, that the Board hereby authorizes each of the Authorized Persons to approve the taking of any actions, the payment of any costs and expenses and the forms and terms of any instruments, documents or agreements in connection with the Post-Closing Transactions and the consummation of the other transactions contemplated thereby or contemplated by these resolutions as such Authorized Person shall deem necessary or advisable;

     RESOLVED, that each Authorized Person is authorized to execute and deliver, or cause to be executed and delivered, all agreements, undertakings, documents, instruments and certificates as such Authorized Person deems necessary, desirable or appropriate in connection with the Post-Closing Transactions and the consummation of the transactions contemplated thereby or contemplated by these resolutions;

     RESOLVED, that for purposes of carrying out the foregoing resolutions, any person authorized to execute any document or take or cause to be taken any action on behalf of the Company is authorized to grant, execute and deliver a power of attorney, individually or in the name and on behalf of the Company, to any other person, whether or not an employee of the Company, as the person executing the power of attorney may deem appropriate, and any action taken by any such duly authorized person pursuant to and within the scope of any such power of attorney is hereby ratified and confirmed as the act and deed of the Company;

     RESOLVED, that the Board hereby adopts and incorporates by reference any form of specific resolution to carry into effect the purpose and intent of the foregoing resolutions, or covering authority included in matters authorized in the foregoing resolutions, including forms of resolutions in connection therewith that may be required by any state, institution, person, or agency, including, without limitation, the U.S. Securities and Exchange Commission, the Federal Deposit Insurance Corporation or the Office of the Comptroller of the Currency, and the Secretary of the Company hereby is directed to insert a copy thereof in the minute books of the Company following this action by the Board and to certify the same as having been duly adopted thereby;

     RESOLVED, that each Authorized Person is authorized and permitted to determine that it is no longer advisable to submit consummate or to take any other action with respect to the Post-Closing Transactions or to execute and deliver any of the other agreements contemplated by these resolutions and upon such determination, the Company is authorized to abandon some or all of the transactions contemplated by these resolutions; and

     RESOLVED, that any and all acts heretofore or hereafter taken by any officer, director, representative or agent of the Company in the name or on behalf of the Company or any of its affiliates in connection with the matters contemplated by the foregoing resolutions, be and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed of this Board and the Company.

     IN WITNESS WHEREOF, the undersigned has executed this certificate on the 21^st day of October, 2010.

/s/ Geoffrey W. Ryan  

Geoffrey W. Ryan, Assistant Secretary 

STATE OF FLORIDA
COUNTY OF PALM BEACH	October 21, 2010

     Personally appeared the above-named Geoffrey W. Ryan, Assistant Secretary of TD Bank US Holding Company, who made oath that the foregoing Certificate subscribed by him is true.

Seal	/s/ Tiffany A. Provenzano
	Name:	Tiffany A. Provenzano
	Notary Public My Commission Expires: 7/30/2011