As filed with the Securities and Exchange Commission on April 27, 2000
Registration No. 333-35718
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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BORG-WARNER AUTOMOTIVE, INC.
RETIREMENT SAVINGS PLAN AS AMENDED AND RESTATED
(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)
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 1,000,000 shares $40.875 $40,875,000 $10,791.00
($.01 par value)(2)
- --------------------------------------------------------------------------------
(1) Computed pursuant to Rule 457(c) and Rule 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.
The contents of Registration Statement Nos. 33-75572, 333-67131 and 333-85291 on
Form S-8 are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
(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.
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
/s/ LAWRENCE B. SKATOFF Executive Vice President & Chief Financial Officer
- ------------------------ (Principal Financial Officer)
JEFFREY OBERMAYER
/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.
BORG-WARNER AUTOMOTIVE, INC. RETIREMENT SAVINGS PLAN AS AMENDED AND RESTATED
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 TRENDA
- ----------------------
REGIS J. TRENDA
Member of the Retirement Savings Plan Committee as Administrator
<PAGE>
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.
