-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rtj+HOsJ1vmjcOJ281rRjB5bLMedrFK/4O2f+N7YUAGnHPF7p8g9/VTmx8+vx0UD nfQw0V2UXGDaztLVWPtUzg== 0000908255-00-000057.txt : 20000428 0000908255-00-000057.hdr.sgml : 20000428 ACCESSION NUMBER: 0000908255-00-000057 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 333-95207 FILED AS OF DATE: 20000427 EFFECTIVENESS DATE: 20000427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORGWARNER INC CENTRAL INDEX KEY: 0000908255 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133404508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35720 FILM NUMBER: 610276 BUSINESS ADDRESS: STREET 1: 200 S MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3123228500 MAIL ADDRESS: STREET 1: 200 SOUTH MICHIGAN AVE STREET 2: 200 SOUTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60604 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER AUTOMOTIVE INC DATE OF NAME CHANGE: 19930628 S-8 1 As filed with the Securities and Exchange Commission on April 26, 2000 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) ---------------------------------- 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) Approximate date of commencement of sale under the Plan; From time to time after the effective date of this Registration Statement. 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 $40.875 $6,131,250 $1,618.65 ($.01 par value) (2) - -------------------------------------------------------------------------------- (1) Computed pursuant to Rules 457(c) and 457(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 April 25, 2000 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. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of Registration No. 333-95207 on Form S-8 is incorporated herein by reference. Item 8. EXHIBITS. (5) Opinion of Laurene H. Horiszny, Vice President, General Counsel and Secretary of the Company. (23.1)Consent of Deloitte & Touche LLP. (23.2)Consent of Laurene H. Horiszny (included as part of exhibit (5)). (24) 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 April 26, 2000. BORGWARNER INC. By: /s/JOHN F. FIEDLER -------------------------------------------- JOHN F. FIEDLER 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 April 26, 2000. SIGNATURE TITLE /s/JOHN F. FIEDLER Chairman of the Board and Chief Executive Officer - ----------------------- JOHN F. FIEDLER Executive Vice President and /s/LAWRENCE B. SKATOFF Chief Financial Officer - ----------------------- (Principal Financial Officer) LAWRENCE B. SKATOFF /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 - ------------------------ IVAN W. GORR * Director - ------------------------ ANDREW F. BRIMMER * Director - ------------------------- JERE A. DRUMMOND * Director - ------------------------- PHYLLIS O. BONANNO /s/ JOHN F. FIEDLER As attorney-in-fact for the directors marked by an - -------------------- asterisk. JOHN F. FIEDLER THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Retirement Savings Plan Committee as Administrator of the Retirement Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois on April 26, 2000. By: /s/WILLIAM C. CLINE -------------------------- WILLIAM C. CLINE Member of the Retirement Savings Plan Committee As Administrator /s/GERALDINE KINSELLA ------------------------------- GERALDINE KINSELLA Member of the Retirement Savings Plan Committee As Administrator /s/REGIS J. TRENDA ------------------------------ REGIS J. TRENDA Member of the Retirement Savings 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 Deloitte & Touche LLP. (23.2)Consent of Laurene H. Horiszny (included as part of exhibit (5)). (24.1)Power of Attorney EX-5.1 2 April 26, 2000 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Gentlemen: I have acted as counsel to BorgWarner Inc. (the "Company") in connection with its Registration Statements on Form S-8 (the "Registration Statement") relating to 1,525,000 shares of the Company's common stock, par value $.01 per share ("Common Stock"), to be issued under the (i) Borg-Warner Automotive, Inc. Retirement Savings Plan as Amended and Restated, (ii) Borg-Warner Automotive Diversified Transmission Products Corporation, Muncie plant Local 287 Retirement Investment Plan as Amended and Restated, (iii) Borg-Warner Automotive Air/Fluid Systems Corporation Retirement Savings Plan, (iv) Ithaca Retirement Savings plan, (v) Borg-Warner Automotive Turbo Systems Corporation Retirement Savings Plan and (vi) Borg-Warner Automotive Cooling Systems Corporation Retirement Savings Plan (the "Plans"). In the course thereof, I or attorneys acting under my supervision and control have reviewed such documents and have made such investigation of law as I have deemed appropriate as a basis for the opinions expressed below. Based on the foregoing and subject to the qualifications set forth herein, I am of the opinion that: 1. All necessary corporate action with respect to the authorization of the shares of Common Stock under the Plans has been taken by the Company. 2. Such shares of Common Stock, when issued under the Plan, will be legally issued, fully paid and non-assessable. 3. Under the laws of the State of Delaware and the laws of the State of Illinois, the jurisdiction where the Company's principal executive offices are located, no holder of shares of Common Stock issued under the Plan is or will be subject to personal liability by reason of being such a holder. I express no opinion as to, or the effect of applicability of, any laws other than the laws of the State of Illinois, the General Corporation Law of Delaware and the federal laws of the United States. This opinion is limited to the specific issues addressed and is limited in all respects to laws and facts existing on the date hereof. I hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statements and to the use of my name therein. Yours sincerely, /s/ Laurene H. Horiszny - ------------------- Laurene H. Horiszny EX-23.1 3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of BorgWarner Inc. on Form S-8 relating to the Borg-Warner Automotive Cooling Systems Corporation Retirement Savings Plan of our report dated February 2, 2000 incorporated by reference in the Annual Report on Form 10-K of BorgWarner Inc. for the year ended December 31, 1999. /s/ Deloitte & Touche LLP - -------------------------- DELOITTE & TOUCHE LLP Chicago, Illinois April 26, 2000 EX-23.2 4 April 26, 2000 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Gentlemen: I have acted as counsel to BorgWarner Inc. (the "Company") in connection with its Registration Statements on Form S-8 (the "Registration Statement") relating to 1,525,000 shares of the Company's common stock, par value $.01 per share ("Common Stock"), to be issued under the (i) Borg-Warner Automotive, Inc. Retirement Savings Plan as Amended and Restated, (ii) Borg-Warner Automotive Diversified Transmission Products Corporation, Muncie plant Local 287 Retirement Investment Plan as Amended and Restated, (iii) Borg-Warner Automotive Air/Fluid Systems Corporation Retirement Savings Plan, (iv) Ithaca Retirement Savings plan, (v) Borg-Warner Automotive Turbo Systems Corporation Retirement Savings Plan and (vi) Borg-Warner Automotive Cooling Systems Corporation Retirement Savings Plan (the "Plans"). In the course thereof, I or attorneys acting under my supervision and control have reviewed such documents and have made such investigation of law as I have deemed appropriate as a basis for the opinions expressed below. Based on the foregoing and subject to the qualifications set forth herein, I am of the opinion that: 1. All necessary corporate action with respect to the authorization of the shares of Common Stock under the Plans has been taken by the Company. 2. Such shares of Common Stock, when issued under the Plan, will be legally issued, fully paid and non-assessable. 3. Under the laws of the State of Delaware and the laws of the State of Illinois, the jurisdiction where the Company's principal executive offices are located, no holder of shares of Common Stock issued under the Plan is or will be subject to personal liability by reason of being such a holder. I express no opinion as to, or the effect of applicability of, any laws other than the laws of the State of Illinois, the General Corporation Law of Delaware and the federal laws of the United States. This opinion is limited to the specific issues addressed and is limited in all respects to laws and facts existing on the date hereof. I hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statements and to the use of my name therein. Yours sincerely, /s/ Laurene H. Horiszny - ------------------- Laurene H. Horiszny EX-24.1 5 POWER OF ATTORNEY The undersigned directors of BorgWarner Inc. (the "Corporation")hereby appoint John F. Fiedler as their true and lawful attorney-in-fact, with full power for and on their behalf to execute, in their names and capacities as directors of the Corporation, and to file with the Securities and Exchange Commission on behalf of the Corporation under the Securities Act of 1933, as amended, any and all Registration Statements (including any and all amendments or post-effective amendments thereto) relating to the (i) Borg-Warner Automotive, Inc. Retirement Savings Plan as Amended and Restated, (ii) Borg- Warner Automotive Diversified Transmission Products Corporation, Muncie plant Local 287 Retirement Investment Plan as Amended and Restated, (iii) Borg-Warner Automotive Air/Fluid Systems Corporation Retirement Savings Plan, (iv) Ithaca Retirement Savings plan, (v) Borg-Warner Automotive Turbo Systems Corporation Retirement Savings Plan and (vi) Borg-Warner Automotive Cooling Systems Corporation Retirement Savings Plan. This Power of Attorney automatically ends upon the termination of Mr. Fiedler's service with the Corporation. In witness whereof, the undersigned have executed this Power of Attorney on this 26th day of April, 2000. /s/ Jere A. Drummond /s/ Andrew F. Brimmer - ------------------------- ------------------------ JERE A. DRUMMOND ANDREW F. BRIMMER /s/ Ivan W. Gorr /s/ William E. Butler - ------------------------- ------------------------- IVAN W. GORR WILLIAM E. BUTLER /s/ Paul E. Glaske /s/ John Rau - ------------------------- ------------------------ PAUL E. GLASKE JOHN RAU /s/ Alexis P. Michas /s/ Phyllis O. Bonanno - ------------------------- ------------------------- ALEXIS P. MICHAS PHYLLIS O. BONANNO -----END PRIVACY-ENHANCED MESSAGE-----