-----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, SghBvwTKIZGR+lJIYA+dQxSruls3P0kb3sM0K1bc2mX0ARCUVNWPD+QBfC3CkNJj 8FSGREIsOhmvVAqZj00mIw== 0000908255-04-000072.txt : 20040813 0000908255-04-000072.hdr.sgml : 20040813 20040813140236 ACCESSION NUMBER: 0000908255-04-000072 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040813 EFFECTIVENESS DATE: 20040813 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-35720 FILM NUMBER: 04973343 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 CITY: CHICAGO STATE: IL ZIP: 60604 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER AUTOMOTIVE INC DATE OF NAME CHANGE: 19930628 S-8 POS 1 doc1b.txt 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 - ------- ---------------------------- 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. EX-24 2 poa.txt Exhibit 24.1 POWER OF ATTORNEY The undersigned directors of BorgWarner Inc. (the "Corporation") hereby appoint Timothy M. Manganello 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) BorgWarner Inc. 2004 Stock Incentive Plan; (ii) BorgWarner Inc. Retirement Savings Plan; (iii) BorgWarner Morse TEC Inc. Ithaca Plant Retirement Savings Plan; (iv) BorgWarner Employees Retirement Savings Plan; (v) BorgWarner Diversified Transmission Products Inc., Muncie Plant Retirement Savings Plan; (vi) Borg-Warner Automotive Air/Fluid Systems Corporation Retirement Savings Plan; (vii) BorgWarner Cooling Systems Inc. Retirement Savings Plan; (viii) Borg-Warner Automotive Powertrain Systems Corporation Seneca Retirement Savings Plan; (ix) BorgWarner Medallion Retirement Savings Plan; (x) BorgWarner Turbo Systems Inc. Retirement Savings Plan; (xi) Borg-Warner Automotive Automatic Transmission Systems Corporation Gallipolis Plant Retirement Savings Plan; (xii) Borg-Warner Automotive Air/Fluid Systems of Michigan Corporation Warren Plant Savings Plan; (xiii) BorgWarner Fuel Systems Inc. Savings Plan; and (ixv) BorgWarner Westran Savings Plan. This Power of Attorney automatically ends upon the termination of Mr. Manganello's service with the Corporation. In witness whereof, the undersigned have executed this Power of Attorney on this 28th day of July, 2004. /s/JERE A. DRUMMOND /s/ PAUL E. GLASKE - ------------------------ ----------------------- JERE A. DRUMMOND PAUL E. GLASKE /s/ ANDREW F. BRIMMER /s/ JOHN RAU - ------------------------ ----------------------- ANDREW F. BRIMMER JOHN RAU /s/ WILLIAM E. BUTLER /s/ ALEXIS P. MICHAS - ------------------------ ----------------------- WILLIAM E. BUTLER ALEXIS P. MICHAS /s/ ERNEST J. NOVAK, JR. /s/ PHYLLIS O. BONANNO - ------------------------ ----------------------- ERNEST J. NOVAK, JR. PHYLLIS O. BONANNO -----END PRIVACY-ENHANCED MESSAGE-----