REGISTRATION STATEMENT
As Filed With The Securities And Exchange Commission On January
21, 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.)
5435 CORPORATE DRIVE, SUITE 150
TROY, MICHIGAN
(Address of Principal Executive Offices)
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BORGWARNER INC. 2004 STOCK INCENTIVE PLAN
(Full title of the plan)
LAURENE H. HORISZNY, ESQ.
BORGWARNER INC.
5435 CORPORATE DRIVE, SUITE 150
TROY, MICHIGAN
(248) 373-5550
(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) 1,350,000 Shares $53.47
$72,184,500 $8,496.12
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(1) Computed pursuant to Rule 457(c) 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
January 14, 2005 on the consolidated reporting system.
(2) In addition, 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of registration statement no. 333-117707 are
incorporated herein by reference.
ITEM 8. EXHIBITS.
The exhibits listed below are filed herewith and made a
part hereof.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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------------------------------------------------------------------
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 Troy,
State of Michigan, on January 21, 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 January 21, 2005
TIMOTHY M. MANGANELLO Chief Executive Officer
/s/ Robin J. Adams
_________________________ Executive Vice President,
January 21, 2005
ROBIN J. ADAMS Chief Financial Officer &
Chief Administrative Officer
(Principal Financial Officer)
/s/ Jeffrey L. Obermayer
_________________________ Vice President and Controller
January 21, 2005
JEFFREY L. OBERMAYER (Principal Accounting Officer)
*
JOHN RAU Director January 21, 2005
*
ALEXIS P. MICHAS Director January 21, 2005
*
PAUL E. GLASKE Director January 21, 2005
*
WILLIAM E. BUTLER Director January 21, 2005
*
ERNEST J. NOVAK, JR. Director January 21, 2005
*
ANDREW F. BRIMMER Director January 21, 2005
*
JERE A. DRUMMOND Director January 21, 2005
*
PHYLLIS O. BONNANO Director January 21, 2005
DAVID T. BROWN Director
January
21,
2005
/s/TIMOTHY M. MANGANELLO *As attorney-in-fact
January
21, 2005
TIMOTHY M. MANGANELLO for directors marked
by an asterisk.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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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.