bwrsp
As
Filed
With The Securities And Exchange Commission On August 14, 2006
Registration
Statement 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 charter)
DELAWARE 13-3404508
(State
or
other jurisdiction of (I.R.S.
Employer
incorporation
or organization) Identification
No.)
3850
HAMLIN ROAD
AUBURN
HILLS, MICHIGAN 48326
(Address
of Principal Executive Offices)
--------------------
BORGWARNER INC.
RETIREMENT
SAVINGS PLAN
(Full
title of the plan)
LAURENE
H. HORISZNY, ESQ.
BORGWARNER
INC.
3850
HAMLIN ROAD
AUBURN
HILLS, MICHIGAN 48326
(248)
754-9200
(Name,
address and telephone number of agent for service)
--------------------
CALCULATION
OF REGISTRATION FEE
==========================================================================
PROPOSED PROPOSED
MAXIMUM
MAXIMUM REGISTRATION
TITLE
OF
SECURITIES AMOUNT
OFFERING
PRICE AGGREGATE
TO
BE
REGISTERED TO BE PER
SHARE OFFERING REGISTRATION
REGISTRED (1)
PRICE FEE
===========================================================================
Common
Stock, par value
$0.01
per
share
("Common
Stock") (2)
300,000 Shares $58.765 $17,629,500 $1,886.35
===========================================================================
(1)
Computed pursuant to Rule 457 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 August 10, 2006 on the consolidated reporting system.
(2)
In
addition, pursuant to Rule 416 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. 333-118202 is incorporated
herein
by
reference.
ITEM
8.
EXHIBITS.
The
exhibits listed below are filed herewith and made a part hereof.
EXHIBIT
NUMBER DESCRIPTION
OF DOCUMENT
--------
--------------------------------------------------------
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 Auburn Hills, State of Michigan, on August 14,
2006.
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 August
14, 2006
TIMOTHY
M. MANGANELLO Chief
Executive Officer
(Principal Executive Officer)
/s/
Robin
J. Adams
Executive
Vice President
August
14,
2006
ROBIN
J.
ADAMS Chief
Financial Officer &
Chief Administrative Officer
(Principal
Financial
Officer)
/s/
Jeffrey L. Obermayer Vice
President and Controller
August 14, 2006
JEFFREY
L. OBERMAYER
(Principal
Accounting Officer)
*
PHYLLIS
O. BONANNO
Director
August 14, 2006
*
DAVID
T. BROWN
Director August
14, 2006
*
JERE A.
DRUMMOND Director August
14, 2006
*
PAUL E.
GLASKE
Director August
14, 2006
*
ALEXIS
P. MICHAS
Director August
14, 2006
*
ERNEST
J. NOVAK, JR Director August
14, 2006
*
RICHARD
O. SCHAUM Director August
14, 2006
*THOMAS
T. STALLKAMP Director August
14, 2006
/s/TIMOTHY
M. MANGANELLO As
attorney-in-fact August
14, 2006
TIMOTHY
M. MANGANELLO for
directors marked by an asterisk.
EXHIBIT
INDEX
EXHIBIT
NUMBER DESCRIPTION
OF DOCUMENT
--------
--------------------------------------------------------
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