Current Report Filing (8-k)
August 27 2020 - 5:01AM
Edgar (US Regulatory)
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2020-08-26
2020-08-26
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2020-08-26
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2020-08-26
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2020
BORGWARNER INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-12162
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13-3404508
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State or other jurisdiction of
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Commission File No.
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(I.R.S. Employer
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Incorporation or organization
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Identification No.)
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3850 Hamlin Road,
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Auburn Hills,
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Michigan
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48326
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (248) 754-9200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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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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☐
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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BWA
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New York Stock Exchange
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1.80% Senior Notes due 2022
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BWA22
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
On July 31, 2018, the Division of Enforcement of the Securities and Exchange Commission (“SEC”) informed BorgWarner Inc. (the “Company”) that it was conducting an investigation related to the Company's historical accounting for asbestos-related claims not yet asserted. The Company filed restated financial statements in September 2018 with the SEC in connection with this matter. The Company fully cooperated with the SEC in connection with its investigation. On August 26, 2020, the SEC announced a settlement with the Company that fully resolves its investigation. Without admitting or denying the SEC’s charges, the Company agreed to the entry of a cease and desist pursuant to the reporting, books and records, and internal controls provisions of the federal securities laws in connection with the Company’s historical accounting for unasserted asbestos-related claims from 2012 to 2016. The Company will pay a $950,000 civil penalty.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this Report.
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Exhibit
Number
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Description
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104.1
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The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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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.
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BorgWarner Inc.
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Date: August 26, 2020
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By:
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/s/ Tonit M. Calaway
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Name: Tonit M. Calaway
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Title: Executive Vice President and Secretary
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