UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
May 31, 2013
Commission File Number 001-10888
TOTAL S.A.
(Translation of registrants name into English)
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)
TOTAL S.A. is providing on this Form 6-K a description of certain recent developments relating to its business.
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.
TOTAL S.A. | ||||||||
Date: May 31, 2013 | By: | /s/ HUMBERT DE WENDEL | ||||||
Name: Humbert de WENDEL | ||||||||
Title: Treasurer |
Exhibit 99.1 | Recent Developments |
Exhibit 99.1
RECENT DEVELOPMENTS
Total S.A confirms resolution of U.S. investigation
In line with Total S.As announcement in July 2012 of a reserve, the company announced on May 29, 2013 that it has reached final agreements with the United States Department of Justice (DOJ) and United States Securities and Exchange Commission (SEC) resolving a Foreign Corrupt Practices Act investigation initiated in 2003 concerning petroleum contracts awarded in Iran in the 1990s. Following negotiations, Total S.A agreed to pay a total amount of $398.2 million to the U.S. government. The DOJ considered and acknowledged Total S.As cooperation and disclosure over the course of several years. The DOJ also noted the age of the allegations.
The settlement with the SEC requires Total S.A to pay $153 million and to agree to take steps to avoid any violation. The DOJ has agreed not to prosecute Total S.A in return for Total S.As agreement to pay $245.2 million and to maintain and reinforce its ongoing compliance program. Total S.A will also appoint an independent French compliance monitor to review Total S.As compliance program and to recommend possible improvements. These agreements end the U.S. investigation, which was initiated in 2003.
In this same matter, the prosecutor of the French investigation that started in 2006 recommended that charges be brought against Total S.A. and its Chief Executive Officer, who served as President, Middle East, at the time of the events. Total S.A. reaffirms its belief that no offense was committed under applicable French law.