As filed with the Securities and Exchange Commission on May 5, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-229950
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-183144
UNDER
THE SECURITIES ACT OF 1933
TOTAL S.A.
(Exact name of registrant as specified in its charter)
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| 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. 2019 EMPLOYEE SHAREHOLDER PLAN
TOTAL S.A. 2010 STOCK OPTION PLAN
TOTAL S.A. 2011 STOCK OPTION PLAN
(Full Titles 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, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
TOTAL S.A. (the “Registrant”) is filing these post-effective amendments (this “Post-Effective Amendments”) to the following registration statements on FormS-8 (the “Registration Statement”) to deregister certain shares of the Registrant’s common stock, par value of€2.50 per share (“Common Stock”) because the offering of securities pursuant to the Registration Statements has been completed and no securities registered under the Registration Statements remain to be sold:
| | • | | Registration Statement on FormS-8 (No.333-229950) pertaining to the registration of 1,900,000 shares of the Registrant’s common stock, par value of€2.50 per share (the “Common Stock”), issuable under the TOTAL Holdings USA, INC. 2019 Employee Shareholder Plan (the “2019 Plan”), which was filed with the United States Securities and Exchange Commission (the “Commission”) on February 28, 2019. As of today’s date, at least 1,524,905 shares of Common Stock remained available for grant; and |
| | • | | Registration Statement on FormS-8 (No.333-183144) pertaining to the registration of 122,140 shares of Common Stock issuable under the TOTAL S.A. 2010 Stock Option Plan (the “2010 Stock Option Plan”) and 12,800 shares of Common Stock issuable under the TOTAL S.A. 2011 Stock Option Plan (the “2011 Stock Option Plan” and together with the 2019 Plan and the 2010 Stock Option Plan, the “Plans”), which was filed with the Commission on August 8, 2012. |
The Registration Statement is hereby amended to deregister all shares of Common Stock that were previously registered and that remain unissued under the Plans.
Concurrently with this Post-Effective Amendment, the Registrant is filing a Registration Statement on FormS-8 to register 1,900,000 shares of Common Stock authorized for grant under the TOTAL Holdings USA, Inc. 2020 Employee Shareholder Plan. The 2019 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 this Post-Effective Amendment and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on May 5, 2020.
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| TOTAL S.A. |
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| By: | | /s/ JEAN-PIERRE SBRAIRE |
| Name: | | Jean-Pierre Sbraire |
| Title: | | Chief Financial Officer |
