As filed with the Securities and Exchange Commission on July 6, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
BORGWARNER INC.
(Exact name of registrant as specified in the charter)
Delaware 13-3404508
(State of Incorporation) (IRS Employer Identification No.)
200 South Michigan Avenue
Chicago, Illinois 60604
(Address of principal executive offices)
BORGWARNER DIVERSIFIED TRANSMISSION PRODUCTS INC., MUNCIE PLANT LOCAL 287
RETIREMENT INVESTMENT PLAN
(Full title of the plan)
LAURENE H. HORISZNY, ESQ.
BorgWarner Inc.
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Titles of Amount Proposed maximum Proposed maxi-
securities to be offering price mum aggregate Amount of
to be registered registered per share (1) offering price registration fee
--------------------------------------------------------------------------------
Common Stock 150,000 shares $43.24 $6,486,000 $525.37
($.01 par value)(2)
--------------------------------------------------------------------------------
(1) Computed pursuant to Rule 457(c) and Rule 467(h) 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 June 30, 2004 on the consolidated reporting system.
(2) Pursuant to Rule 416 (c) 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.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 150,000 shares of the Registrant's Common Stock to be
issued pursuant to the Registrant's Muncie Plant 287 Retirement Investment Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF CERTAIN
REGISTRATION STATEMENTS ON FORM S-8
The contents of Registration Statements on Form S-8 relating to the Muncie Plant
Local 287 Retirement Investment Plan (File Nos. 33-92860, 333-67133, 333-35724
and 333-85295) are incorporated herein by reference.
Item 8. EXHIBITS.
The exhibits listed below are filed herewith and made a part hereof.
Exhibit Number Description
(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 as part of exhibit (5)).
(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 Chicago, Illinois on July 6, 2004.
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 below by the following persons in their
capacities on July 6, 2004.
SIGNATURE TITLE
/s/TIMOTHY M. MANGANELLO Chairman and Chief Executive Officer
-----------------------
TIMOTHY M. MANGANELLO
/s/ ROBIN J. ADAMS Executive Vice President, Chief Financial Officer &
-------------------- Chief Administration Officer
ROBIN J. ADAMS (Principal Financial Officer)
/s/ WILLIAM C. CLINE Vice President and Controller
------------------------ (Principal Accounting Officer)
WILLIAM C. CLINE
* Director
-------------------------
JOHN RAU
* Director
------------------------
ALEXIS P. MICHAS
* Director
------------------------
PAUL E. GLASKE
* Director
------------------------
WILLIAM E. BUTLER
*
------------------------ Director
ERNEST J. NOVAK, JR.
* Director
------------------------
ANDREW F. BRIMMER
* Director
------------------------
JERE A. DRUMMOND
* Director
------------------------
PHYLLIS O. BONANNO
/s/ TIMOTHY M. MANGANELLO As attorney-in-fact for directors marked by an
------------------------ asterisk.
TIMOTHY M. MANGANELLO
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, The
Retirement Investment Plan Committee as Administrator of the Retirement
Investment Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois on
July 6, 2004.
BORGWARNER DIVERSIFIED TRANSMISSION PRODUCTS INC.,
MUNCIE PLANT LOCAL 287 RETIREMENT INVESTMENT PLAN
By:
/s/ WILLIAM C. CLINE
----------------------
WILLIAM C. CLINE
Member of the Retirement Investment Plan Committee as Administrator
/s/TIMOTHY M. MANGANELLO
----------------------
TIMOTHY M. MANGANELLO
Member of the Retirement Investment Plan Committee as Administrator
/s/REGIS J. TRENDA
----------------------
REGIS J. TRENDA
Member of the Retirement Investment Plan Committee as Administrator
/s/ ROBIN J. ADAMS
----------------------
ROBIN J. ADAMS
Member of the Retirement Investment Plan Committee as Administrator
EXHIBIT INDEX
(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 as part of exhibit (5)).
(24.1)Power of Attorney.