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.