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

Registration No. 333-            

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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 de la Coupole

92400 Courbevoie

France

Phone: 011-331-4744-4546

(Address of principal executive offices) (Zip code)

 

 

TOTAL S.A. 2007 STOCK OPTION PLAN

(Full Title of the Plans)

 

 

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)

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities to be registered		Amount to be registered(1)		Proposed Maximum Offering price Per share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of registration fee
Shares, par value 2.50 euros per share		140,000		$94.96		$13,294,400		$522.47

 

(1)	The maximum number of Shares which may be granted to U.S. persons under the 2007 Stock Option Plan sponsored by TOTAL S.A.

(2)

Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, the maximum offering price is based on the exercise price of the options granted under the 2007 Plan, €60.10 ($94.96). The proposed maximum offering price per share and the proposed maximum aggregate offering price have been converted into U.S. dollars based on an exchange rate of $1.58 per €1.00, the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York on April 14, 2008.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by TOTAL S.A., a corporation organized under the laws of the Republic of France (the “Corporation” or the “Registrant”), are incorporated herein by reference:

(1) The Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the Commission on April 2, 2008.

(2) The description of the Corporation’s common shares contained in the Corporation’s Amended Registration Statement on Form 8-A/A filed with the Commission on March 19, 2004.

All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement but prior to the filing of a post-effective amendment which indicates that all remaining securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.

Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Corporation maintains liability insurance for directors and officers including insurance against liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

 

4.1

Statuts (charter and bylaws) of the Corporation (incorporated by reference to Exhibit 1 filed in the Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007).

 

*5.1

Opinion of Peter Herbel, General Counsel to the Corporation.

 

*23.1

Consent of Ernst & Young Audit and KPMG S.A.

 

*23.2

Consent of Peter Herbel, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1).

 

*24

Power of Attorney.

 

*	filed herewith.

Item 9 . Undertakings.

 

(a)

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France on April 18, 2008.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on April 18, 2008, by the following persons in the capacities indicated.

 

Signatures		Title
/s/ Christophe de Margerie*		Chief Executive Officer and
Christophe de Margerie		Director (Principal Executive Officer)
/s/ Robert Castaigne*		Executive Vice President, Chief
Robert Castaigne		Financial Officer (Principal Financial Officer)
/s/ Dominique Bonsergent*		Chief Accounting Officer (Principal Accounting
Dominique Bonsergent		Officer)
/s/ Thierry Desmarest*		Chairman of the Board
Thierry Desmarest
/s/ Daniel Boeuf*		Director
Daniel Boeuf
		Director
Daniel Bouton
		Director
Bertrand Collomb
/s/ Paul Desmarais Jr.*		Director
Paul Desmarais Jr.
/s/ Bertrand Jacquillat*		Director
Professor Bertrand Jacquillat

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Signatures		Title
/s/ Antoine Jeancourt-Galignani*		Director
Antoine Jeancourt-Galignani
/s/ Anne Lauvergeon*		Director
Anne Lauvergeon
/s/ Peter Levene*		Director
Lord Peter Levene of Portsoken
		Director
Michel Pébereau
/s/ Thierry de Rudder*		Director
Thierry de Rudder
		Director
Serge Tchuruk
/s/ Pierre Vaillaud*		Director
Pierre Vaillaud
/s/ Bob Kilpatrick*		Authorized Representative in the United States
Bob Kilpatrick

 

*By:		/s/ Charles Paris de Bollardière
		Charles Paris de Bollardière
		Attorney-in-fact

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Statuts (charter and bylaws) of the Corporation (incorporated by reference to Exhibit 1 filed in the Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007).
*5.1		Opinion of Peter Herbel, General Counsel to the Corporation.
*23.1		Consent of Ernst & Young Audit and KPMG S.A.
*23.2		Consent of Peter Herbel, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1).
*24		Power of Attorney.

 

*	filed herewith.