As filed with the Securities and Exchange Commission on February 21, 2008
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
TOTAL S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
THE REPUBLIC OF FRANCE
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares, each American Depositary Share representing Shares of the Nominal Value 2.50 Euros per Share, of Total S.A. | 500,000,000 American Depositary Shares | $5.00 | $25,000,000 | $982.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-134203 and 333-107311).
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 16, 17, 20, and 21
securities
(iii) The collection and distribution of dividends
Articles number 3, 5, 11, 13, 14, 15, 19, 20, and 24
(iv) The transmission of notices, reports and proxy
Articles number 12, 16, 17, 18, 20,
soliciting material
and 21
(v) The sale or exercise of rights
Articles number 12, 14, 15, 20, and 24
(vi) The deposit or sale of securities resulting from
Articles number 11, 15, and 16
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 23 and 24
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 17 and 18
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 5, 6, 8, and
withdraw the underlying securities
25
(x) Limitation upon the liability of the depositary
Articles number 12, 14, 20, 21, and 24
3. Fees and Charges
Articles number 7, 11, 12, 23, and 24
Item – 2.
Available Information
Public reports furnished by issuer
Article number 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of October 20, 1991, as amended and restated as of September 30, 1993, as further amended and restated as of May 6, 1999, as further amended and restated as of June 21, 1999, as further amended and restated as of August 7, 2003, and as further amended and restated as of _____________, 2008 among Total S.A, The Bank of New York as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Not Applicable.
f.
Power of Attorney - Filed herewith as Exhibit 7.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 21, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Shares of the Nominal Value 2.50 Euros per Share, of Total S.A.
By:
The Bank of New York,
As Depositary
By: /s/ David S. Stueber
Name: David S. Stueber
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Total S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Paris, France on February 21, 2008.
TOTAL S.A.
By: /s/ Charles Paris de Bollardière
Name: Charles Paris de Bollardière
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 21, 2008.
/s/ Thierry Desmarest*
/s/ Christophe de Margerie*
Name: Thierry Desmarest
Name: Christophe de Margerie
Chairman of the Board
Chief Executive Officer and Director
________________________________
/s/ Daniel Bouton*
Name: Daniel Boeuf
Name: Daniel Bouton
Director
Director
/s/ Bertrand Collomb*
/s/ Paul Desmarais*
Name: Bertrand Collomb
Name: Paul Desmarais Jr.
Director
Director
/s/ Bertrand Jacquillat*
______________________________
Name: Professor Bertrand Jacquillat
Name: Antoine Jeancourt-Galignani
Director
Director
/s/ Anne Lauvergeon*
/s/ Peter Levene of Portsoken*
Name: Anne Lauvergeon
Name: Lord Peter Levene of Portsoken
Director
Director
/s/ Michel Pébereau*
/s/ Thierry de Rudder*
Name: Michel Pébereau
Name: Thierry de Rudder
Director
Director
________________________________
/s/ Pierre Vaillaud*
Name: Serge Tchuruk
Name: Pierre Vaillaud
Director
Director
/s/ Robert Castaigne*
/s/ Dominique Bonsergent*
Name: Robert Castaigne
Name: Dominique Bonsergent
Executive Vice President and Chief Financial Officer
Chief Accounting Officer
/s/ Robert O. Hammond*
Robert O. Hammond
Authorized Representative in the United States
* By: /s/ Charles Paris de Bollardière
Name: Charles Paris de Bollardière
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of
October 20, 1991, as amended and restated as of September 30,
1993, as further amended and restated as of May 6, 1999, as further
amended and restated as of June 21, 1999, as further amended and
restated as of August 7, 2003, and as further amended and restated
as of _____________, 2008 among Total S.A, The Bank of New York
as Depositary, and all Holders from time to time of American Depositary
Shares issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
7
Power of Attorney.