UnitedTable States SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~DC 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~PURSUANT ofTO ~~Report~~SECTION 13 OR 15(~~Date~~d) ofOF ~~earliest~~THE ~~event~~SECURITIES ~~reported):~~EXCHANGE ~~October 2,~~ACT ~~2007~~OF 1934

~~Commerce~~Date ~~Bancorp~~of Report (Date of earliest event reported) December 31, ~~Inc.~~ 2007

~~(Exact~~Commerce ~~name~~Bancorp, ~~of registrant as specified in its charter)~~Inc.

New Jersey		1-12069		22-2433468
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of Registrant as specified in its charter)

Commerce Atrium, 1701 Route 70 East Cherry Hill, NJ 08034-5400 (Address of principal executive offices) (Zip Code)


New Jersey	1-12069	22-2433468
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~Registrant’s~~Commerce ~~telephone~~Atrium, ~~number~~1701 Route 70 East, ~~including~~Cherry ~~area~~Hill, ~~code:~~NJ 08034-5400 (~~856~~Address of principal executive offices) ~~751-9000~~ (Zip Code)

~~Not~~Registrant’s ~~Applicable (Former~~telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report~~(856) 751-9000

~~Check~~N/A (Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~is intended to simultaneously satisfy the~~report.) ~~filing obligation of the registrant under any of the following provisions:~~

þCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~o Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant under ~~240.14a-12)~~any oof ~~Pre-commencement communications pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. ~~o Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~under the Exchange Act (17 CFR 240.13e-4(c))~~:

~~Item 8~~þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.01425) ~~Other~~o ~~Events~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240. 14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnTABLE ~~October 2,~~OF 2007, Commerce Bancorp, Inc. (the “Company”), The Toronto-Dominion Bank (“TD”), and Cardinal Merger Co., a New Jersey corporation and a wholly-owned subsidiary of TD (“Merger Sub”), announced they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 2, 2007. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger. CONTENTS

AItem ~~copy~~5.02 ofDEPARTURE ~~the~~OF ~~joint~~DIRECTORS ~~press~~OR ~~release~~CERTAIN ofOFFICERS; ~~the~~ELECTION ~~Company~~OF ~~and~~DIRECTORS; TDAPPOINTMENT ~~announcing~~OF ~~the~~CERTAIN ~~execution~~OFFICERS; ofCOMPENSATORY ~~the~~ARRANGEMENTS ~~Merger Agreement~~OF isCERTAIN ~~included~~OFFICERS ~~herein~~Item as8.01. ~~Exhibit 99~~OTHER EVENTS Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS SIGNATURES EX-10.1: ~~and~~AMENDMENT isTO ~~incorporated~~DENNIS ~~herein~~M. byDIFLORIO ~~reference~~EMPLOYMENT AGREEMENT EX-10. 2: AMENDMENT TO DOUGLAS J. PAULS EMPLOYMENT AGREEMENT EX-10.3: AMENDMENT TO ROBERT D. FALESE, JR. EMPLOYMENT AGREEMENT EX-10.4: AMENDMENT TO GEORGE E. NORCROSS, III EMPLOYMENT AGREEMENT EX-10.5: GEORGE E. NORCROSS, III NON-COMPETITION AGREEMENT EX-99.1: PRESS RELEASE EX-99.2: PRESS RELEASE

* * * Table of Contents

~~Forward~~Item ~~Looking~~5.02 ~~Statements~~ DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~The~~(e) ~~information~~Amendments presented may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and any comparable “safe harbour” of applicable Canadian legislation, including, but not limited to, ~~statements~~Employment ~~relating to anticipated financial and~~Agreements operating results, the companies’ plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions. Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Commerce Bancorp, Inc. stockholders; the ability to realize the expected synergies resulting for the transaction in the amounts or in the timeframe anticipated; the ability to integrate Commerce Bancorp, Inc.’s businesses into those of TD Bank Financial Group in a timely and cost-efficient manner; and the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the proposed terms and timeframe. Additional factors that could cause TD Bank Financial Group’s and Commerce Bancorp, Inc.’s results to differ materially from those described in the forward-looking statements can be found in the 2006 Annual Report on Form 40-F for The Toronto-Dominion Bank and the 2006 Annual Report on Form 10-K of Commerce Bancorp, Inc. filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

~~The~~On December 18, ~~proposed~~2007, ~~merger~~the ~~transaction~~Compensation ~~involving~~Committee ~~The~~approved, ~~Toronto-Dominion~~and ~~Bank~~on December 31, ~~and~~2007, Commerce Bancorp, Inc. (the “Company”) ~~will~~entered beinto, ~~submitted~~amendments to ~~Commerce~~the ~~Bancorp’s~~employment ~~shareholders~~agreements ~~for~~between ~~their~~itself ~~consideration~~and ~~Shareholders~~each ~~are~~of Dennis M. DiFlorio, ~~encouraged~~Chairman toof ~~read~~Commerce ~~the~~Bank, ~~proxy~~N.A., ~~statement/prospectus~~Douglas ~~regarding~~J. ~~the~~Pauls, ~~proposed~~Chief ~~transaction~~Financial ~~when~~Officer itof Commerce Bancorp, ~~becomes~~Inc. ~~available~~and ~~because~~Robert itD. ~~will~~Falese, ~~contain~~Jr., ~~important~~Chief ~~information~~Executive Officer of Commerce Bank, N.A. ~~Shareholders~~(the ~~will~~“Senior Officers”). beThe ~~able~~amendments provided for changes to ~~obtain~~ athe ~~free~~provisions ~~copy~~regarding the application of the “golden ~~proxy~~parachute” ~~statement/prospectus,~~rules asto ~~well~~certain aspayments ~~other~~that ~~filings~~may ~~containing information~~be ~~about~~made ~~The~~to ~~Toronto-Dominion~~the ~~Bank~~executives, and ~~Commerce~~are ~~Bancorp,~~primarily intended ~~Inc.~~to address potential tax consequences under Section 409A of the Internal Revenue Code of 1986, ~~without~~as ~~charge~~amended, atby eliminating the ~~SEC~~ executive’s ~~Internet~~discretion ~~site~~to ~~(http://www.sec.gov).~~elect ~~Copies~~how ofparachute ~~the~~payments, ~~proxy~~if any, ~~statement/prospectus~~are ~~and~~reduced in order to avoid the ~~filings~~ ~~with~~imposition of the ~~SEC~~excise ~~that~~tax ~~will~~on beexcess ~~incorporated~~parachute payments and by ~~reference~~specifying in the ~~proxy~~order ~~statement/prospectus~~in ~~can also~~which beany ~~obtained,~~potential ~~when~~parachute ~~available~~payments, ~~without~~if ~~charge~~any, bywill ~~directing~~be areduced. ~~request~~The amendments also removed the Company’s ability to TDdemand ~~Bank~~that ~~Financial Group,~~the 66Senior ~~Wellington~~Officers ~~Street~~repay ~~West,~~to ~~Toronto,~~the ONCompany ~~M5K~~an ~~1A2,~~amount ~~Attention:~~equal ~~Investor~~to ~~Relations,~~the ~~(416)~~portion of any ~~308-9030,~~parachute orpayments tothat ~~Commerce~~would ~~Bancorp,~~not ~~Inc.,~~be ~~Shareholder~~deductible ~~Relations,~~by ~~1701~~the ~~Route~~Company 70or ~~East~~an ~~Cherry~~affiliate ~~Hill,~~under NJSection 280G of the Internal ~~08034-5400,~~Revenue Code (~~856~~plus interest) ~~751-9000~~.

~~The~~On ~~Toronto-Dominion Bank~~December 28, ~~Commerce Bancorp~~2007, ~~Inc.,~~the ~~their~~Board ~~respective~~of ~~directors~~Directors ~~and~~approved, ~~executive officers~~ and ~~other~~on ~~persons~~December 31, ~~may~~2007, bethe ~~deemed~~Company entered tointo, bean ~~participants~~amendment into the ~~solicitation~~employment ofagreement ~~proxies~~between ~~in respect~~itself ofand ~~the~~George ~~proposed transaction~~E. ~~Information~~Norcross, ~~regarding The Toronto-Dominion Bank’s directors~~III, Chairman and ~~executive~~Chief ~~officers~~Executive isOfficer ~~available~~of inCommerce ~~its~~Insurance ~~Annual~~Services, ~~Report~~Inc. on(“CIS”). ~~Form~~In ~~40-F~~addition ~~for~~ to the ~~year~~changes ~~ended~~made ~~October 31,~~to ~~2006,~~the ~~which~~employment ~~was~~agreements ~~filed~~ with the ~~Securities~~Senior ~~and Exchange Commission on December 11~~Officers, ~~2006,~~in ~~and~~partial ~~its notice~~consideration of Mr. Norcross ~~annual~~entering ~~meeting~~into ~~and~~the ~~proxy~~non-competition ~~circular~~agreement ~~for~~with ~~its~~Commerce ~~most~~Bank/North ~~recent~~described ~~annual meeting~~below, ~~which was filed~~ ~~with~~ the ~~Securities~~amendment ~~and~~to ~~Exchange Commission on February 23, 2007~~Mr. ~~Information regarding Commerce Bancorp, Inc.~~ Norcross’s ~~directors~~employment ~~and~~agreement ~~executive~~fixed ~~officers~~the isamount ~~available~~of inthe ~~Commerce~~change ~~Bancorp,~~in ~~Inc.’s proxy~~control ~~statement~~payment ~~for~~payable ~~its~~thereunder ~~most~~to ~~recent~~Mr. Norcross ~~annual~~at ~~meeting~~$3,591,000, ~~which~~and ~~was~~provided ~~filed~~that ~~with~~such ~~the~~payment ~~Securities~~would ~~and Exchange~~be ~~Commission~~made onin ~~April 13,~~a ~~2007.~~lump ~~Other~~sum ~~information~~on ~~regarding~~ the ~~participants~~later inof (i) the ~~proxy solicitation~~consummation ~~and~~of a ~~description~~sale of ~~their~~CIS ~~direct~~to ~~and~~Mr. Norcross ~~indirect interests, by security holdings~~ or ~~otherwise,~~a ~~will~~group beorganized ~~contained~~by inhim ~~the~~or ~~proxy~~(ii) January 2, ~~statement/prospectus~~2008 ~~and other relevant materials to be filed with~~ (the ~~SEC~~“Payment ~~when they become available~~Date”).

On December 31, 2007, in connection with the sale of CIS to the group headed by Mr. Norcross described under Item 98.01 ~~Financial~~below, ~~Statements~~Mr. Norcross entered into a non-competition agreement with Commerce Bank/North pursuant to which Mr. Norcross is subject to certain restrictive covenants in favor of Commerce Bank/North and ~~Exhibits~~its affiliates (other than CIS) generally for a period of five years and, in consideration of the obligations under the non-competition agreement, is entitled to receive a lump sum cash payment of $4 million on the Payment Date in addition to the Company’s obligation to pay Mr. Norcross his change in control payment as described above.

~~(d)~~The foregoing descriptions of the amendments to the employment agreements with Messrs. DiFlorio, Pauls, Falese and Norcross and the non-competition agreement with Mr. Norcross are not complete and are qualified in their entirety by reference to those agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, hereto and are hereby incorporated into this report by reference.

Exhibit
Number		Description
Exhibit 99.1		Press Release

3Item 8.01. OTHER EVENTS

~~SIGNATURES~~Fourth Quarter Charge. For the fourth quarter of 2007, the Company expects to record a provision for credit losses in the range of $50 million to $60 million, compared to $26 million recorded in the third quarter. The additional provision relates primarily to a large loan transferred to non-accrual during the third quarter (as described in the Company’s third quarter earnings release), residential real estate and related real estate development exposures, and exposures in the leveraged loan portion of the Company’s commercial portfolio.

~~Pursuant~~Sale toof ~~the~~Commerce ~~requirements~~Insurance ofServices, Inc. On December 31, 2007, the ~~Securities~~Company ~~Exchange~~announced ~~Act~~it completed the sale of ~~1934~~its insurance brokerage business, ~~the~~Commerce ~~registrant~~Insurance ~~has duly~~Services, ~~caused~~Inc. ~~this~~A ~~report~~copy toof bethe press ~~signed~~release onannouncing ~~its~~the ~~behalf~~completion byof the ~~undersigned~~transaction ~~hereunto~~is ~~duly~~attached ~~authorized~~hereto as Exhibit 99.1 and incorporated by reference herein.

	COMMERCE BANCORP, INC.
Date: October 2, 2007	By:	/s/ Douglas J. Pauls
		Douglas J. Pauls
		Executive Vice President and Chief Financial Officer

Special Meeting of Shareholders. On January 7, 2008 Commerce announced the date, time and place of the special meeting of the Company’s shareholders (the “Special Meeting”) to be held in order to vote upon a proposal to approve the plan of merger contained in the merger agreement dated as of October 2, 2007, among the Company, The Toronto-Dominion Bank (“TD”) and Cardinal Merger Co. (the “Merger Agreement”), pursuant to which TD will acquire the Company. The Special Meeting will be held on February 6, 2008 at 4 p.m. eastern time at Commerce University, 4140 Church Road, Mt. Laurel, New Jersey. The press release announcing the special meeting is attached hereto as Exhibit 99.2 and incorporated by reference herein.

4Settlement of Litigation. As described in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, ten putative shareholder class action lawsuits related to the merger were filed in the Superior Court of New Jersey in Camden and Essex Counties. All of the complaints named as defendants the Company and certain of the Company’s directors and officers, and seven of the ten complaints named a TD entity as a defendant. The complaints were consolidated before the Honorable John A. Fratto of the New Jersey Superior Court, Camden County, Law Division. In addition to the state court actions, the plaintiffs in a federal derivative action involving the Company pending in the United States District Court for the District of New Jersey, Camden Vicinage, filed a motion to amend the complaint on October 19, 2007 and to add claims on behalf of a putative class of shareholders relating to the merger substantially similar to those asserted in the state court actions described above. On November 21, 2007, the amendment was permitted. On December 11, 2007, the state court actions were stayed to permit all claims to proceed in federal court. That same day, the state court plaintiffs re-filed their claims in federal court, which action was consolidated with the prior pending federal action for pretrial purposes.

~~EXHIBIT~~Although ~~INDEX~~Commerce and TD believe that these lawsuits are without merit, they sought a settlement to avoid the burdens and expenses of further litigation. On December 28, 2007, the parties to the federal action participated in a mediation overseen by retired Magistrate Judge Joel Rosen of the United States District Court for the District of New Jersey. The parties continued negotiations, with the assistance of Judge Rosen, throughout December 29, 30 and 31, 2007. On December 31, 2007, the parties reached an agreement-in-principle to settle both the federal actions and the state court litigation described above, which was communicated to Judge Rosen and is subject to the approval of the Company’s Board of Directors. Pursuant to the terms of the settlement, reported to the court on January 2, 2008, the parties agreed, among other things, that the proxy statement/prospectus for the merger would include certain additional disclosures and that, conditioned upon the execution of a final stipulation of settlement, the merger agreement would be modified to provide that the termination fee in the merger would be reduced from $332

Exhibit
Number		Description
Exhibit 99.1		Press release

million to $255 million and that the 15-month period following termination in certain events during which the termination fee will be payable in the event that the Company or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, an acquisition proposal, will be reduced to a 12-month period. The parties also agreed that, if the settlement is finally approved, the plaintiffs’ claims in the federal action will be dismissed with prejudice as to all defendants other than Mr. Vernon Hill and will be dismissed without prejudice as to Mr. Hill and the plaintiff’s claims in the state actions will be dismissed with prejudice as to all defendants. The proposed settlement is subject to a number of conditions, including negotiation of definitive settlement documentation, consummation of the merger and final approval by the United States District Court for the District of New Jersey, Camden Vicinage.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Amendment to the Employment Agreement of Dennis M. DiFlorio dated December 31, 2007.

10.2 Amendment to the Employment Agreement of Douglas J. Pauls dated December 31, 2007.

10.3 Amendment to the Employment Agreement of Robert D. Falese, Jr. dated December 31, 2007.

10.4 Amendment to the Employment Agreement of dated George E. Norcross, III dated December 31, 2007.

10.5 Non-competition Agreement between George E. Norcross, III and Commerce Bank/North dated December 31, 2007.

99.1 Press release of Commerce Bancorp, Inc. dated December 31, 2007.

99.2 Press release of Commerce Bancorp, Inc. dated January 7, 2008.

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, thereunto duly authorized.


	Commerce Bancorp, Inc.

January 7, 2008	By:	/s/ Douglas J. Pauls

	Name:	Douglas J. Pauls
	Title:	Executive Vice President and Chief Financial Officer

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