UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8‑K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 23, 2010

The South Financial Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

South Carolina

(State or Other Jurisdiction of Incorporation)

(864) 255-7900

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 8.01.  Other Events.

On May 16, 2010, TSFG entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which The Toronto-Dominion Bank (“TD”) would acquire TSFG by merging a wholly-owned subsidiary of TD with and into TSFG (the “Merger”).  In connection with entering into the Merger Agreement, TSFG and TD also entered into a Share Purchase Agreement, dated as of May 16, 2010 (the “Share Purchase Agreement”).  On August 23, 2010, pursuant to the terms of the Share Purchase Agreement, TSFG issued 100 shares of Preferred Stock, Series M, with no par value and a liquidation preference of $710.00 per share (the “Preferred Stock”) to TD in a transaction that was exempt from registration under the Securities Act of 1933, as amended.  The Preferred Stock represents 39.9% of the aggregate voting power exercisable by TSFG’s common shareholders and TD as holder of the Preferred Stock.  Pursuant to the terms of the Preferred Stock, if the Merger Agreement is terminated, TD will have the option to convert the Preferred Stock into 10 shares of TSFG Common Stock.  As consideration for the issuance of the Preferred Stock, TD issued 1,000 shares of its common stock to TSFG.  The following documents are being filed as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01: (i) the Share Purchase Agreement, (ii) the Articles of Amendment of TSFG dated May 19, 2010; and (iii) the form of certificate for the Preferred Stock.

FORWARD-LOOKING STATEMENTS

            This Current Report on Form 8-K contains forward-looking statements about TSFG and the proposed transaction between the TSFG and TD. There are several factors – many beyond TSFG’s control – that could cause actual results to differ significantly from expectations described in the forward-looking statements. Among these factors are the receipt of necessary regulatory approvals and the approval of TSFG’s shareholders. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date.  For a discussion of factors that may cause actual results to differ from expectations, refer to TSFG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and Annual Report on Form 10-K for the year ended December 31, 2009, including information incorporated into TSFG’s Form 10-K from its 2009 annual report, filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov.

MORE INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

            The proposed merger will be submitted to TSFG shareholders for their consideration. TD has filed with the SEC a registration statement on Form F-4 that includes a proxy statement of TSFG that also constitutes a prospectus of TD. TSFG will mail the proxy statement-prospectus to its shareholders. You may obtain copies of all documents filed with the SEC regarding the proposed merger, free of charge, at the SEC’s website (www.sec.gov). You may also obtain free copies of these documents by contacting TSFG, as follows:  Investor Relations, Attn: Brian Wildrick, 104 South Main Street, Poinsett Plaza - 6th Floor, Greenville, SC 29601. 

            TSFG shareholders and other investors are urged to read the final proxy statement-prospectus when it becomes available because it will describe the proposed merger and contain other important information.

            The South Financial Group, Inc., The Toronto-Dominion Bank, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  Information about TSFG’s directors and executive officers and their ownership of TSFG common stock is contained in the definitive proxy statement for TSFG’s 2010 annual meeting of shareholders, as filed by TSFG with the SEC on Schedule 14A on April 7, 2010.  Information regarding TD’s directors and executive officers is available in its Annual Report on Form 40-F for the year ended October 31, 2009, which was filed with the SEC on December 3, 2009 and its notice of annual meeting and proxy circular for its most recent annual meeting, which was filed with the SEC on February 25, 2010. The proxy statement-prospectus for the proposed merger will provide more information about participants in the solicitation of proxies from TSFG shareholders.

Item 9.01.  Financial Statements and Exhibits.

                (d)           Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE SOUTH FINANCIAL GROUP, INC.

Exhibit Index