![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
BorgWarner Inc | NYSE:BWA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.86 | 2.59% | 34.04 | 34.04 | 33.04 | 33.26 | 249,075 | 15:32:58 |
|
Delaware
|
13-3404508
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
(Do not check if a smaller reporting company)
|
|
|
Title of Securities to be
Registered
|
Amount to be
Registered(1)
|
Proposed Maximum
Offering Price
per Share(2)
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration Fee
|
Common Stock, $0.01
par value
|
8,000,000 shares
|
$65.685
|
$525,480,000
|
$67,681.82
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such additional shares of Common Stock that become available under the 2014 Stock Incentive Plan in connection with changes in the number of outstanding shares of Common Stock because of events such as reorganizations, recapitalizations, stock dividends, stock splits and reverse stock splits, and any other securities with respect to which the outstanding shares of Common Stock are converted or exchanged.
|
|
|
(2)
|
Estimated solely for the purpose of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low sale prices of the Registrant’s common stock as quoted on the NYSE on July 25, 2014.
|
Item 3.
|
Incorporation of Documents by Reference.
|
|
(a)
|
Our Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 13, 2014;
|
|
|
|
|
(b)
|
Our Current Reports on Form 8-K filed on February 13, 2014, March 13, 2014, May 1, 2014, June 30, 2014, July 30, 2014, and July 31, 2014;
|
|
|
|
|
(b)
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company’s latest Annual Report or prospectus referred to in (a) above; and
|
|
|
|
|
(c)
|
The description of the Company’s Common Stock set forth in the Company’s Registration Statement on Form 8-A, filed with the Commission on July 24, 1998, together with any amendment or report filed with the Commission for the purpose of updating such description.
|
Item 4.
|
Description of Securities.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
Item 6.
|
Indemnification of Directors and Officers.
|
Item 7.
|
Exemption from Registration Claimed.
|
Item 8.
|
Exhibits
|
|
3.1/4.1
|
Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1/4.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
|
|
|
|
|
3.2/4.2
|
Amended and Restated By-Laws of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on July 30, 2014).
|
|
|
|
|
3.3
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement 333-172198 filed on February 11, 2011).
|
|
|
|
|
3.4
|
Certificate of Ownership and Merger Merging BorgWarner Inc. into Borg-Warner Automotive, Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement 333-172198 filed on February 11, 2011).
|
|
|
|
|
5.1
|
Opinion of Warner Norcross & Judd LLP, as to the legality of the securities being registered.
|
|
|
|
|
10.1
|
BorgWarner Inc. 2014 Stock Incentive Plan (incorporated by reference to Annex A of the Company's Definitive Proxy Statement filed March 21, 2014).
|
|
|
|
|
23.1
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
|
23.2
|
Consent of Warner Norcross & Judd LLP (contained in Exhibit 5.1).
|
Item 9.
|
Undertakings.
|
|
BORGWARNER INC.
|
|
|
|
|
|
|
/s/ James R. Verrier
|
|
|
James R. Verrier
Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
|
Capacity
|
Date
|
/s/ James R. Verrier
|
|
|
|
James R. Verrier
|
|
President and Chief Executive Officer
(Principal Executive Officer)
and Director
|
July 31, 2014
|
|
|
|
|
/s/ Ronald T. Hundzinski
|
|
|
|
Ronald T. Hundzinski
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
July 31, 2014
|
|
|
|
|
/s/ Alexis P. Michas
|
|
|
|
*Alexis P. Michas
|
|
Non-Executive Chairman of the Board
and Director
|
July 31, 2014
|
|
|
|
|
/s/ Phyllis O. Bonanno
|
|
|
|
*Phyllis O. Bonanno
|
|
Director
|
July 31, 2014
|
|
|
|
|
/s/ Jan Carlson
|
|
|
|
*Jan Carlson
|
|
Director
|
July 31, 2014
|
|
|
|
|
/s/ Dennis C. Cuneo
|
|
|
|
*Dennis C. Cuneo
|
|
Director
|
July 31, 2014
|
|
|
|
|
/s/ Jere A. Drummond
|
|
|
|
*Jere A. Drummond
|
|
Director
|
July 31, 2014
|
|
|
|
|
/s/ John R. McKernan, Jr.
|
|
|
|
*John R. McKernan, Jr.
|
|
Director
|
July 31, 2014
|
|
|
|
|
/s/ Ernest J. Novak, Jr.
|
|
|
|
*Ernest J. Novak, Jr.
|
|
Director
|
July 31, 2014
|
|
|
|
|
|
|
|
|
/s/ Vicki L. Sato
|
|
|
|
*Vicki L. Sato
|
|
Director
|
July 31, 2014
|
|
|
|
|
/s/ Richard O. Schaum
|
|
|
|
*Richard O. Schaum
|
|
Director
|
July 31, 2014
|
|
|
|
|
/s/ Thomas T. Stallkamp
|
|
|
|
*Thomas T. Stallkamp
|
|
Director
|
July 31, 2014
|
|
|
|
|
James R. Verrier
|
|
|
|
James R. Verrier
|
|
*as attorney-in-fact for those individuals marked by an asterisk
|
July 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Re:
|
BorgWarner
Form S-8 Registration Statement
|
|
Warner Norcross & Judd LLP
|
|
|
|
|
|
|
|
|
By
|
/s/ Daniel C. Persinger
|
|
|
Daniel C. Persinger, a Partner
|
1 Year BorgWarner Chart |
1 Month BorgWarner Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions