Borgwarner Inc - Current report filing (8-K)
May 02 2008 - 8:12AM
Edgar (US Regulatory)
FORM
8-K
CURRENT
REPORT
Pursuant to Section
13 or 15(d) of
the Securities
Exchange Act of 1934
Date of Report: May
2, 2008
BORGWARNER
INC.
(Exact name of
registrant as specified in its charter)
|
Delaware
(State of
Incorporation)
|
1-12162
(Commission
File No.)
|
13-3404508
(IRS Employer
Identification No.)
|
3850 Hamlin
Road
Auburn Hills, MI
48326
(Address of
principal executive offices)
Registrant's
telephone number, including area code:
(248)
754-9200
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item
2.02.
Results of
Operations and Financial Condition
On May 2, 2008, BorgWarner Inc. released its
financial results for the quarter ended March 31, 2008. A copy of
BorgWarner Inc.’s press release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference (the “Press Release”).
The information provided in the response to
this Item 2.02 and the accompanying Exhibit 99.1 are being furnished under Item
2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of such Section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation by
reference language in any such filing, except as shall be expressly set forth by
specific reference in such filing.
Item
5.02
Departure
of Directors or Certain Officers
Effective April 30,
2008, Mr. Paul E. Glaske retired as a director of BorgWarner, Inc. Mr. Glaske
served as a director since 1994
and retire
d in accordance with
the
Company’s corporate governance guideline
that addresses non-employee director
retirement
.
Item
7.01
Regulation
FD Disclosure
On April 30, 2008, BorgWarner Inc. announced
that its Board of Directors had authorized the repurchase of up to 5.0 million
shares. This authorization, together with amounts available under
previous authorizations, provides a total repurchase authorization of up to 5
million shares. Purchases may be made in the open market at
prevailing prices at times and in amounts determined by management as
market conditions and the Company’s capital position warrant. A copy
of BorgWarner Inc.’s press release regarding such stock repurchase authorization
is attached hereto as Exhibit 99.2 and is hereby incorporated by
reference.
The information
provided in the response to this Item 7.01 and the accompanying Exhibit 99.2 are
being furnished under Item 7.01 of Form 8-K and shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of such Section, nor shall
such information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation by reference language in any such filing, except as shall
be expressly set forth by specific reference in such filing.
Item
9.01.
Financial
Statements and Exhibits
(d) Exhibits. The
following exhibits are being furnished as part of this Report.
Exhibit
Number
|
Description
|
10.1
|
Third
Amendment and Waiver dated April 27, 2007 to the Second Amended and
Restated Receivables Loan Agreement
|
|
|
10.2
|
Fourth
Amendment dated as of April 25, 2008 to Second Amended and Restated
Receivables Loan Agreement
|
|
|
99.1
|
Press release
issued by BorgWarner Inc. dated May 2, 2008
|
|
|
99.2
|
Press release
issued by BorgWarner Inc. dated April 30, 2008
|
|
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
BORGWARNER
INC.
/s/
John J. Gasparovic
John J. Gasparovic
Vice President, General Counsel &
Secretary
Dated: May 2,
2008
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