As filed with the Securities and Exchange Commission on April 8, 2004
Registration No. 333-113747
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
La Défense 6
92078 Paris La Défense Cedex
France
Phone: (011-33-1) 47.44.45.46
(Address of principal executive offices) (Zip code)
TOTAL HOLDINGS USA, INC.
2004 EMPLOYEE SHAREHOLDER PLAN
(Full Title of the Plan)
C T Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||||
| Title of securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||
| to be registered(1) | registered(1)(2) | share(3) | price | registration fee(4) | ||||||||||||
Shares, nominal
value 10 euros per
share |
500,000 | $ | 134.88 | $ | 67,440,000 | $ | 68.42 | |||||||||
| (1) | The Shares were registered under the Registration Statement on Form S-8 (Registration No. 333-113747) filed on March 19, 2004. | |||
| (2) | The maximum number of Shares which may be granted under the Total Holdings USA, Inc. 2004 Employee Shareholder Plan (the “Plan”). The Shares will be represented by the Registrant’s American Depositary Shares. Each American Depositary Share represents one-half of a Share. | |||
| (3) | The proposed maximum offering price per share was set at $134.88 per share pursuant to the terms of the Plan. | |||
| (4) | The registration fee payable in connection with this Post-Effective Amendment No. 1 is $68.42, representing the difference between the correct registration fee of $8,544.11 and the registration fee of $8,476.23 paid on March 19, 2004 in connection with the filing of the Registration Statement on Form S-8 (Registration No. 333-113747). | |||
EXPLANATORY STATEMENT
We are filing this Post-Effective Amendment No. 1 to our Registration Statement on Form S-8 (Registration No. 333-113747) solely for the purpose of (i) amending the proposed maximum offering share price per share from $133.80 to $134.88 and the proposed maximum aggregate offering price from $66,900,000 to 67,440,000 to correct an error in the exchange rate used to calculate these amounts, pursuant to Rule 456, and (ii) paying an additional registration fee of $68.42, representing the difference between the correct registration fee of $8,544.11 and the registration fee of $8,476.23 paid on March 19, 2004 in connection with the filing of the Registration Statement on Form S-8 (Registration No. 333-113747).
3
| Item 8. | Exhibits. |
24
|
Power of Attorney, previously filed on Registration Statement on Form S-8 (Registration No. 333-113747), to which this Post-Effective Amendment No. 1 relates and incorporated herein by reference. |
6
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 Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France on April 8, 2004.
| TOTAL S.A. | ||||
| By: | /s/ Charles Paris de Bollardière Charles Paris de Bollardière Treasurer |
|||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 has been signed on April 8, 2004, by the following persons in the capacities indicated.
| Signatures |
Title |
|
| Thierry Desmarest* Thierry Desmarest |
Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer) |
|
| Robert Castaigne* Robert Castaigne |
Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
|
| Dominique Bonsergent* Dominique Bonsergent |
Chief Accounting Officer (Principal Accounting Officer) |
|
| Daniel Bouton* Daniel Bouton |
Director | |
| Bertrand Collomb |
Director | |
| Paul Desmarais Jr.* Paul Desmarais Jr. |
Director | |
| Jacques Friedmann* Jacques Friedmann |
Director | |
| Professor Bertrand Jacquillat |
Director |
7
| Signatures |
Title |
|
| Antoine Jeancourt-Galignani* Antoine Jeancourt-Galignani |
Director | |
| Anne Lauvergeon* Anne Lauvergeon |
Director | |
| Maurice Lippens* Maurice Lippens |
Director | |
| Michel Pébereau |
Director | |
| Thierry de Rudder* Thierry de Rudder |
Director | |
| Jürgen Sarrazin* Jürgen Sarrazin |
Director | |
| Serge Tchuruk* Serge Tchuruk |
Director | |
| Pierre Vaillaud* Pierre Vaillaud |
Director | |
| Robert O. Hammond* Robert O. Hammond |
Authorized Representative of the United States |
| *By: |
/s/ Charles Paris de Bollardière Charles Paris de Bollardière Attorney-in-fact |
8
EXHIBIT INDEX
| Exhibit Number |
Description |
|
24
|
Power of Attorney, previously filed on Registration Statement on Form S-8 (Registration No. 333-113747), to which this Post-Effective Amendment No. 1 relates and incorporated herein by reference. |