S-8 POS

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a small reporting company)

Smaller reporting company

0001193125-14-390873.txt : 20141031 0001193125-14-390873.hdr.sgml : 20141031 20141031073504 ACCESSION NUMBER: 0001193125-14-390873 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141031 DATE AS OF CHANGE: 20141031 EFFECTIVENESS DATE: 20141031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL S.A. CENTRAL INDEX KEY: 0000879764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-185168 FILM NUMBER: 141184811 BUSINESS ADDRESS: STREET 1: 2 PLACE JEAN MILLIER STREET 2: LA DEFENSE 6 CITY: COURBEVOIE STATE: I0 ZIP: 92400 BUSINESS PHONE: 33147444546 MAIL ADDRESS: STREET 1: 2 PLACE JEAN MILLIER STREET 2: ARCHE NORD COUPOLE/REGNAULT CITY: PARIS LA DEFENSE CEDEX STATE: I0 ZIP: 92078 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL SA DATE OF NAME CHANGE: 20030508 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL FINA ELF SA DATE OF NAME CHANGE: 20001010 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL FINA SA DATE OF NAME CHANGE: 19990713 S-8 POS 1 d811981ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on October 31, 2014

Registration No. 333-185168

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TOTAL S.A.

(Exact name of registrant as specified in its charter)

Republic of France

98-0227345

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification Number)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Phone: +33 (0)1 47 44 45 46

(Address of principal executive offices) (Zip code)

TOTAL HOLDINGS USA, INC.

2013 EMPLOYEE SHAREHOLDER PLAN

(Full Title of the Plans)

Ms. Elizabeth Matthews

TOTAL Holdings USA, Inc.

1201 Louisiana Street, Suite 1800

Houston, Texas 77002

(713) 483-5000

(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 12b2 of the Exchange Act.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed by TOTAL S.A. (the “Registrant”) on November 28, 2012 (File No. 333-185168) is being filed for the purpose of deregistering 1,575,000 of the shares of the Registrant’s common stock, par value €2.50 per share (“Common Stock”) that remained authorized for grant under the TOTAL Holdings USA, Inc. 2013 Employee Shareholder Plan (the “2013 Plan”), and which were registered on Registration Statement No. 333-185168.

As of this date, at least 1,575,000 shares of Common Stock remained available for grant. Concurrently with this Post-Effective Amendment No. 1, the Registrant is also filing a Registration Statement on Form S-8 to register the 1,900,000 shares of Common Stock authorized for grant under the TOTAL Holdings USA, Inc. 2015 Employee Shareholder Plan.

The 2013 Plan remains in effect with respect to awards granted prior to this date.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Post-Effective Amendment No. 1 to a Registration Statement on Form S-8 (File No. 333-185168) and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on October 31, 2014.


TOTAL S.A.

By:		/S/ HUMBERT DE WENDEL


Name:		Humbert de Wendel
Title:		Treasurer