As filed with the Securities and Exchange Commission on August 13, 2004 Registration Statement No. 333-85297, 33-92858 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 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.) 200 South Michigan Avenue Chicago, Illinois 60604 (Address of Principal Executive Offices) BORGWARNER FUEL SYSTEMS INC. SAVINGS 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) DEREGISTRATION OF SECURITIES BorgWarner Inc. (the "Company") previously filed a registration statements on Form S-8 (Registration Nos. 333-85297 and 33-92858) for the purpose of registering shares of its common stock for issuance pursuant to the BorgWarner Fuel Systems Inc. Savings Plan (the "Plan"). The Company is filing this Post-Effective Amendment No. 1 to that registration statement to deregister any and all remaining unsold shares of common stock covered by such registration statement as of the date hereof. The Company has ceased offering securities under the Plan, and no additional securities will be issued thereunder. Item 8. Exhibits. The exhibit listed below is filed herewith and made a part hereof. Exhibit Number Description of Document 24.1 Power of Attorney. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Post-Effective Amendment No. 1 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 Chicago, State of Illinois, on August 13, 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 by the following persons in the capacities and on the date indicated. Name Title Date /s/TIMOTHY M. MANGANELLO Chairman of the Board and August 13, 2004 TIMOTHY M. MANGANELLO Chief Executive Officer /s/ROBIN J. ADAMS Executive Vice President, August 13, 2004 ROBIN J. ADAMS Chief Financial Officer & Chief Administration Officer (Principal Financial Officer) /s/WILLIAM C. CLINE Vice President and Controller August 13, 2004 WILLIAM C. CLINE (Principal Accounting Officer) * JOHN RAU Director August 13, 2004 * ALEXIS P. MICHAS Director August 13, 2004 * PAUL E. GLASKE Director August 13, 2004 * WILLIAM E. BUTLER Director August 13, 2004 * ERNEST J. NOVAK, JR. Director August 13, 2004 * ANDREW F. BRIMMER Director August 13, 2004 * JERE A. DRUMMOND Director August 13, 2004 * PHYLLIS O. BONNANO Director August 13, 2004 /s/TIMOTHY M. MANGANELLO *As attorney-in-fact for August 13, 2004 TIMOTHY M. MANGANELLO directors marked by an asterisk. THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Retirement Savings Plan Committee as Administrator of the BorgWarner Fuel Systems Inc. Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on August 13, 2004. BORGWARNER FUEL SYSTEMS INC. SAVINGS PLAN By: /s/WILLIAM C. CLINE WILLIAM C. CLINE Member of the Retirement Savings Plan Committee as Administrator By: /s/TIMOTHY M. MANGANELLO TIMOTHY M. MANGANELLO Member of the Retirement Savings Plan Committee as Administrator By: /s/REGIS J. TRENDA REGIS J. TRENDA Member of the Retirement Savings Plan Committee as Administrator By: /s/ROBIN J. ADAMS ROBIN J. ADAMS Member of the Retirement Savings Plan Committee as Administrator EXHIBIT INDEX Exhibit Number Description of Document 24.1 Power of Attorney.