As Filed With The Securities And Exchange Commission On April 15, 2005
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BORGWARNER INC.
(Exact name of Registrant as specified in charter)
DELAWARE 13-3404508
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3850 HAMLIN ROAD
AUBURN HILLS, MICHIGAN 48326
(Address of Principal Executive Offices)
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BORGWARNER DIVERSIFIED TRANSMISSION PRODUCTS INC.,
MUNCIE PLANT RETIREMENT SAVINGS PLAN
(Full title of the plan)
LAURENE H. HORISZNY, ESQ.
BORGWARNER INC.
3850 HAMLIN ROAD
AUBURN HILLS, MICHIGAN 48326
(248) 754-9200
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
=====================================================================
PROPOSED PROPOSED REGIST-
MAXIMUM MAXIMUM RATION
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE FEE
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING
REGISTRATION FEE PRICE
=====================================================================
Common Stock, par value
$0.01 per share
("Common Stock")(2) 30,000 Shares $46.00 $1,380,000 $162.43
======================================================================
(1) Computed pursuant to Rule 457 solely for the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
This amount is based on the average of the high and low prices of such
Common Stock on April 14, 2005 on the consolidated reporting system.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of registration statement no. 333-118201 is incorporated herein
by reference.
ITEM 8. EXHIBITS.
The exhibits listed below are filed herewith and made a part hereof.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-------- --------------------------------------------------------
5.1 Opinion of Laurene H. Horiszny, Vice President, General
Counsel and Secretary of the Company.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Laurene H. Horiszny (included in Exhibit 5.1).
24.1 Power of Attorney.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 the City of Auburn Hills,
State of Michigan, on April 15, 2005.
BORGWARNER INC.
By: /s/ Timothy M. Manganello
Timothy M. Manganello
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
/s/ Timothy M. Manganello Chairman and April 15, 2005
TIMOTHY M. MANGANELLO Chief Executive Officer
(Principal Executive Officer)
/s/ Robin J. Adams Executive Vice President, April 15, 2005
ROBIN J. ADAMS Chief Financial Officer &
Chief Administrative Officer
(Principal Financial Officer)
/s/ Jeffrey L. Obermayer Vice President and ControllerApril 15, 2005
JEFFREY L. OBERMAYER (Principal Accounting Officer)
*
JOHN RAU Director April 15, 2005
*
ALEXIS P. MICHAS Director April 15, 2005
*
PAUL E. GLASKE Director April 15, 2005
*
WILLIAM E. BUTLER Director April 15, 2005
*
ERNEST J. NOVAK, JR. Director April 15, 2005
*
ANDREW F. BRIMMER Director April 15, 2005
*
JERE A. DRUMMOND Director April 15, 2005
*
PHYLLIS O. BONNANO Director April 15, 2005
DAVID T. BROWN Director April __, 2005
/s/TIMOTHY M. MANGANELLO *As attorney-in-fact April 15, 2005
TIMOTHY M. MANGANELLO for directors marked by an asterisk.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-------- ----------------------------------------------------------
5.1 Opinion of Laurene H. Horiszny, Vice President, General
Counsel and Secretary of the Company.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Laurene H. Horiszny (included in Exhibit 5.1).
24.1 Power of Attorney.