Form SEC XXXX SEC XXXX Form SD

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
(Exact name of the registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(Address of principal executive offices)

(IRS Employer
Identification No.)
(Zip code)

(Name and telephone number, including area code, of the person to contact in
connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and
provide the period to which the information in this form applies:
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from
January 1 to December 31, ______
.
GENERAL INSTRUCTIONS
A. Rule as to Use of Form SD.
This form shall be used for a report pursuant to Rule 13p-1 (17 CFR 240.13p-1)
under the Exchange Act.
B. Information to be Reported and Time for Filing of Reports.
1. Form filed under Rule13p-1. A report on this Form shall be filed on EDGAR
no later than May 31 after the end of the issuer’s most recent calendar year.
2.

If the deadline for filing this form occurs on a Saturday, Sunday or holiday

on which the Commission is not open for business, then the deadline shall be the
next business day.
C. Inapplicability to Registered Investment Companies.
The disclosures required in Form SD shall not apply to investment companies
required to file reports pursuant to Rule 30d-1 (17 CFR 270.30d-1) under the
Investment Company Act of 1940.

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D. Preparation of Report.
This form is not to be used as a blank form to be filled in, but only as a guide in
the preparation of the report meeting the requirements of Rule 12b-12 (17 CFR
240.12b-12). The report shall contain the number and caption of the applicable
item, but the text of such item may be omitted, provided the answers thereto are
prepared in the manner specified in Rule 12b-13 (17 CFR 240.12b-13). All items
that are not required to be answered in a particular report may be omitted and no
reference thereto need be made in the report. All instructions should also be
omitted.
E. Application of General Rules and Regulations.
The General Rules and Regulations under the Act (17 CFR Part 240) contain
certain general requirements which are applicable to reports on any form. These
general requirements should be carefully read and observed in the preparation and
filing of reports on this form.
F. Signature and Filing of Report
The report must be signed by the registrant on behalf of the registrant by an
executive officer.
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 - Conflict Minerals Disclosure
Item 1.01
(a)

Conflict Minerals Disclosure and Report
If any conflict minerals, as defined by paragraph (d)(3) of this item, are

necessary to the functionality or production of a product manufactured by the registrant
or contracted by the registrant to be manufactured and are required to be reported in the
calendar year covered by the specialized disclosure report, the registrant must conduct in
good faith a reasonable country of origin inquiry regarding those conflict minerals that is
reasonably designed to determine whether any of the conflict minerals originated in the

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Democratic Republic of the Congo or an adjoining country, as defined by paragraph
(d)(1) of this item, or are from recycled or scrap sources, as defined by paragraph (d)(6)
of this item.
(b)

Based on its reasonable country of origin inquiry, if the registrant

determines that its necessary conflict minerals did not originate in the Democratic
Republic of the Congo or an adjoining country or did come from recycled or scrap
sources, or if it has no reason to believe that its necessary conflict minerals may have
originated in the Democratic Republic of the Congo or an adjoining country, or if based
on its reasonable country of origin inquiry the registrant reasonably believes that its
necessary conflict minerals did come from recycled or scrap sources, the registrant must,
in the body of its specialized disclosure report under a separate heading entitled “Conflict
Minerals Disclosure,” disclose its determination and briefly describe the reasonable
country of origin inquiry it undertook in making its determination and the results of the
inquiry it performed. Also, the registrant must disclose this information on its publicly
available Internet website and, under a separate heading in its specialized disclosure
report entitled “Conflict Minerals Disclosure,” provide a link to that website.
(c)

Alternatively, based on its reasonable country of origin inquiry, if the

registrant knows that any of its necessary conflict minerals originated in the Democratic
Republic of the Congo or an adjoining country and are not from recycled or scrap
sources, or has reason to believe that its necessary conflict minerals may have originated
in the Democratic Republic of the Congo or an adjoining country and has reason to
believe that they may not be from recycled or scrap sources, the registrant must exercise
due diligence on the source and chain of custody of its conflict mineral, as discussed in
paragraph (c)(1) of this item, that conforms to a nationally or internationally recognized
due diligence framework, if such a framework is available for the conflict mineral. If, as

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a result of that due diligence, the registrant determines that its conflict minerals did not
originate in the Democratic Republic of the Congo or an adjoining country or the
registrant determines that its conflict minerals did come from recycled or scrap sources, a
Conflict Minerals Report is not required, but the registrant must disclose its
determination and briefly describe, in the body of its specialized disclosure report under a
separate heading entitled “Conflict Minerals Disclosure,” the reasonable country of origin
inquiry and the due diligence efforts it undertook in making its determination and the
results of the inquiry and due diligence efforts it performed. Also, the registrant must disclose
this information on its publicly available Internet website and, under a separate heading in its
specialized disclosure report entitled “Conflict Minerals Disclosure,” provide a link to that
website. Otherwise, the registrant must file a Conflict Minerals Report as an exhibit to its
specialized disclosure report and provide that report on its publicly available Internet website.
Under a separate heading in its specialized disclosure report entitled “Conflict Minerals
Disclosure,” the registrant must disclose that it has filed a Conflict Minerals Report and
provide the link to its Internet website where the Conflict Minerals Report is publicly
available.

The Conflict Minerals Report must include the following information:
(1)

Due Diligence: A description of the measures the registrant has taken to

exercise due diligence on the source and chain of custody of those conflict minerals;
(i)

The registrant’s due diligence must conform to a nationally or internationally

recognized due diligence framework, if such a framework is available for the conflict
mineral;
(ii)

Except as provided in paragraphs (c)(1)(iv), (c)(1)(v), and (c)(1)(vi) of this

item, the due diligence measures shall include but not be limited to an independent

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private sector audit of the Conflict Minerals Report that is conducted in accordance with
standards established by the Comptroller General of the United States and certified pursuant
to paragraph (c)(1)(ii)(B) of this item, which shall constitute a critical component of the
registrant’s due diligence in establishing the source and chain of custody of the necessary
conflict minerals.
(A)

The objective of the audit of the Conflict Minerals Report is to express an

opinion or conclusion as to whether the design of the registrant’s due diligence measures as
set forth in, and with respect to the period covered by, the registrant’s Conflict
Minerals Report, is in conformity with, in all material respects, the criteria set forth in the
nationally or internationally recognized due diligence framework used by the registrant, and
whether the registrant’s description of the due diligence measures it performed as set forth in
the Conflict Minerals Report, with respect to the period covered by the report, is consistent
with the due diligence process that the registrant undertook.
(B)

The registrant’s Conflict Minerals Report must include a statement that the

registrant has obtained an independent private sector audit of the Conflict Minerals
Report, which shall constitute an audit certification;
(C)

As part of the Conflict Minerals Report, the registrant must identify the

independent private sector auditor of the report, if the auditor is not identified in the audit
report, and provide the audit report prepared by the auditor in accordance with standards
established by the Comptroller General of the United States;
(iii)

Any registrant that manufactures products or contracts for products to be

manufactured that are “DRC conflict undeterminable,” as defined in paragraph (d)(5) of this
item, must disclose the steps it has taken or will take, if any, since the end of the period
covered in its most recent prior Conflict Minerals Report to mitigate the risk that its
necessary conflict minerals benefit armed groups, including any steps to improve its due
diligence.

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(iv)

For the temporary period specified in Instruction 2 to Item 1.01, following its

exercise of appropriate due diligence, a registrant with products that are “DRC conflict
undeterminable” is not required to obtain an independent private sector audit of its
Conflict Minerals Report regarding the conflict minerals that the registrant is unable to
determine did not originate in the Democratic Republic of the Congo or an adjoining
country, or that the registrant is unable to determine did not directly or indirectly finance
or benefit armed groups in the Democratic Republic of the Congo or an adjoining country.
(v)

If a nationally or internationally recognized due diligence framework does

not exist for a necessary conflict mineral, until such a framework is developed, the
registrant is required to exercise appropriate due diligence in determining the source and
chain of custody of the necessary conflict mineral, including whether the conflict mineral
is from recycled or scrap sources, without the benefit of a due diligence framework. If a
nationally or internationally recognized due diligence framework becomes available for
the necessary conflict mineral prior to June 30 of a calendar year, the registrant must use
that framework in the subsequent calendar year. If the due diligence guidance does not
become available until after June 30 of a calendar year, the registrant is not required to
use that framework until the second calendar year after the framework becomes available
to provide a full calendar year before implementation. If no nationally or internationally
recognized due diligence framework is available for a particular conflict mineral from
recycled or scrap sources, the due diligence inquiry regarding the conflict mineral focuses
on whether the conflict mineral is from recycled or scrap sources. In addition, an
independent private sector audit will not be required for the section of the Conflict
Minerals Report pertaining to the registrant’s due diligence on that recycled or scrap
conflict mineral.
(vi)

If the registrant performs due diligence because it has a reason to believe

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that its conflict minerals originated in the Democratic Republic of the Congo or an
adjoining country, and as a result of that due diligence it determines that its conflict
minerals did not originate in the Democratic Republic of the Congo or an adjoining
country (or it determines as a result of that due diligence that its necessary conflict
minerals did come from recycled or scrap sources), a Conflict Minerals Report and an
audit is not required.
(2)

ProductDescription: Any registrant that manufactures products or

contracts for products to be manufactured that have not been found to be “DRC conflict
free,” as defined in paragraph (d)(4) of this item, must provide a description of those
products, the facilities used to process the necessary conflict minerals in those products,
the country of origin of the necessary conflict minerals in those products, and the efforts
to determine the mine or location of origin with the greatest possible specificity.
(i)

For the temporary period specified in Instruction 2 to Item 1.01, following

its exercise of appropriate due diligence, any registrant that manufactures products or
contracts for products to be manufactured that are “DRC conflict undeterminable” must
provide a description of those products, the facilities used to process the necessary
conflict minerals in those products, if known, the country of origin of the necessary
conflict minerals in those products, if known, and the efforts to determine the mine or
location of origin with the greatest possible specificity;
(ii)

A registrant is not required to provide the information in paragraph (c)(2)

of this item if the necessary conflict minerals in its product are solely from recycled or
scrap sources because those products are considered “DRC conflict free.”
(d)
(1)

For the purposes of this item, the following definitions apply:
Adjoining country. The term adjoiningcountry means a country that

shares an internationally recognized border with the Democratic Republic of the Congo.
(2)

Armed group. The term armed group means an armed group that is

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identified as a perpetrator of serious human rights abuses in annual Country Reports on
Human Rights Practices under sections 116(d) and 502B(b) of the Foreign Assistance Act
of 1961 (22 U.S.C. 2151n(d) and 2304(b)) relating to the Democratic Republic of the
Congo or an adjoining country.
(3)

Conflict mineral. The term conflict mineral means:

(i)

Columbite-tantalite (coltan), cassiterite, gold, wolframite, or their

derivatives, which are limited to tantalum, tin, and tungsten, unless the Secretary of State
determines that additional derivatives are financing conflict in the Democratic Republic of
the Congo or an adjoining country; or
(ii)

Any other mineral or its derivatives determined by the Secretary of State

to be financing conflict in the Democratic Republic of the Congo or an adjoining country.
(4)

DRCconflictfree. The term DRCconflictfree means that a product does

not contain conflict minerals necessary to the functionality or production of that product
that directly or indirectly finance or benefit armed groups, as defined in paragraph (d)(2)
of this item, in the Democratic Republic of the Congo or an adjoining country. Conflict
minerals that a registrant obtains from recycled or scrap sources, as defined in paragraph
(d)(6) of this item, are considered DRC conflict free.
(5)

DR Cconflict undeterminable. The term DR Cconflict tundeterminable

means, with respect to any product manufactured or contracted to be manufactured by a
registrant, that the registrant is unable to determine, after exercising due diligence as
required by paragraph (c)(1) of this item, whether or not such product qualifies as DRC
conflict free.
(6)

Conflict Mineralsfrom Recycledor Scrap Sources. Conflict minerals are

considered to be from recycled or scrap sources if they are from recycled metals, which are
reclaimed end-user or post-consumer products, or scrap processed metals created during

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product manufacturing. Recycled metal includes excess, obsolete, defective, and scrap
metal materials that contain refined or processed metals that are appropriate to recycle in
the production of tin, tantalum, tungsten and/or gold. Minerals partially processed,
unprocessed, or a bi-product from another ore will not be included in the definition of
recycled metal.
(7)

Outside the Supply Chain. A conflict mineral is considered outsidethe

supplychain after any columbite-tantalite, cassiterite, and wolframite minerals, or their
derivatives, have been smelted; any gold has been fully refined; or any conflict mineral, or
its derivatives, that have not been smelted or fully refined are located outside of the
Democratic Republic of the Congo or an adjoining country.
(8)

Nationallyor internationally recognizeddue diligence framework. The

term “nationally or internationally recognized due diligence framework” means a
nationally or internationally recognized due diligence framework established following
due-process procedures, including the broad distribution of the framework for public
comment, and is consistent with the criteria standards in the Government Auditing
Standards established by the Comptroller General of the United States.
Item 1.02

Exhibit

Registrants shall file, as an exhibit to this Form SD, the Conflict Minerals Report
required by Item
1.01. Instructions to Item
1.01
(1)

A registrant that mines conflict minerals would not be considered to be

manufacturing those minerals for the purpose of this item. The specialized disclosure
report on Form SD shall cover a calendar year, regardless of the registrant’s fiscal year,
and be due annually on May 31 for the prior calendar year.

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(2)

During the first two calendar years following [add effectiveness date] for

all registrants and the first four calendar years for any smaller reporting company, a
registrant will not be required to submit an audit report of its Conflict Minerals Report
prepared by an independent private sector auditor with respect to the conflict minerals in
any of its products that are “DRC conflict undeterminable.” Beginning with the third or
fifth reporting calendar year, as applicable, a registrant with products manufactured or
contracted to be manufactured that are “DRC conflict undeterminable,” must describe
those products as having not been found to be “DRC conflict free” and must provide the
information required in paragraph (c) of this item including the audit report.
(3)

A registrant that acquires or otherwise obtains control over a company that

manufactures or contracts to manufacture products with conflict minerals necessary to the
functionality or production of those products that previously had not been obligated to
provide a specialized disclosure report with respect to its conflict minerals will be
permitted to delay reporting on the products manufactured by the acquired company until
the end of the first reporting calendar year that begins no sooner than eight months after
the effective date of the acquisition.
(4)

A registrant is not required to provide any information regarding its

conflict minerals that, prior to January 31, 2013, are located outside of the supply chain,
as defined by paragraph (d)(7) of this item.
(5)

A registrant must provide its required conflict minerals information for the

calendar year in which the manufacture of a product that contains any conflict minerals
necessary to the functionality or production of that product is completed, irrespective of
whether the registrant manufactures the product or contracts to have the product
manufactured.

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Section 2 - Exhibits
Item 2.01

Exhibits

List below the following exhibit filed as part of this report.
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
* * * * *
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 duly authorized undersigned.
(Registrant)
By (Signature and Title)*
*

(Date)

Print name and title of the registrant’s signing executive officer under his or her
signature.