As filed with the Securities and Exchange Commission on August 13, 2004
Registration Statement No. 333-35720
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)
BORG-WARNER AUTOMOTIVE COOLING SYSTEMS CORPORATION
RETIREMENT 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
On April 27, 2000, BorgWarner, Inc. (the "Company") filed a registration
statement on Form S-8 (Registration No. 333-35720) with the Securities and
Exchange Commission that registered 150,000 shares of common stock of the
Company, par value $.01 per share, and an indeterminate amount of plan interests
to be offered or sold pursuant to the Borg-Warner Automotive Cooling Corporation
Retirement Savings Plan (the "Plan").
Effective December 1, 2003, the Plan, along with four other defined
contribution employee benefit plans, was merged with and into the BorgWarner
Employees Retirement Savings Plan. As of that date, 120,605 shares of common
stock remained registered and unissued under the Form S-8, Registration No.
333-35720. The Company has ceased offering securities under the Plan, and no
additional securities will be issued thereunder.
In accordance with the undertakings contained in Part II, Item 9 of the
registration statement and the rules promulgated by the Securities and Exchange
Commission, we are filing this Post-Effective Amendment No. 1 to the
Registration Statement to transfer the remaining unissued 120,605 shares of
common stock registered under Registration Statement No. 333-35720 to the
BorgWarner Employees Retirement Savings Plan, into which such Plan was merged as
described above.
Item 8. Exhibits.
The exhibit listed below is filed herewith and made a part hereof.
Exhibit
Number Description of Document
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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 Borg-Warner Automotive
Cooling Systems Corporation Retirement 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.
BORG-WARNER AUTOMOTIVE COOLING SYSTEMS CORPORATION RETIREMENT 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.