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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL |
OMB Number: 3235-0697 Expires: May 31, 2016 Estimated average burden hours per response....480.61 |
FORM SD
Specialized Disclosure Report
Veeco Instruments Inc.
(Exact name of the registrant as specified in its charter)
Delaware |
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0-16244 |
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11-2989601 |
(State of other jurisdiction of |
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(Commission |
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(IRS Employer |
incorporation or organization) |
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File Number) |
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Identification No.) |
Terminal Drive, Plainview, New York 11803
(Address of principal executive offices) (Zip code)
Gregory A. Robbins (516) 677-0200
(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:
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Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014. |
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Rule 13p-1 under the Securities Exchange Act of 1934 provides that a company must file this specialized disclosure report if it manufactures, or contracts to manufacture, products for which one or more conflict minerals are necessary to the functionality or production of the companys products. Rule 13p-1 defines conflict minerals as cassiterite, columbite-tantalite (coltan) and wolframite (and their derivatives, tin, tantalum and tungsten), and gold, regardless of the geographic origin of the minerals and whether or not they fund armed conflict. As specified under Rule 13p-1, Veeco Instruments Inc. conducted in good faith a reasonable country of origin inquiry that we believe was reasonably designed to determine whether any of the necessary conflict minerals contained in our products manufactured in calendar year 2014 originated in the Democratic Republic of the Congo or an adjoining country, or were from recycled or scrap sources. Our Conflict Minerals Report, which discusses this inquiry and other information, is provided as an exhibit to this report and is also publicly available on our website at http://ir.veeco.com/financial-information/sec-filings.
Item 1.02 Exhibit
Our Conflict Minerals Report is attached as Exhibit 1.01 to this report.
Section 2 - Exhibits
Item 2.01: Exhibits
Exhibit |
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Description |
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1.01 |
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Conflict Minerals Report of Veeco Instruments Inc. |
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.
VEECO INSTRUMENTS INC. |
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By: |
/s/ Gregory A. Robbins |
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June 1, 2015 |
Name: |
Gregory A. Robbins |
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Title: |
Senior Vice President and General Counsel |
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EXHIBIT 1.01
VEECO INSTRUMENTS INC.
CONFLICT MINERALS REPORT
FOR YEAR ENDED DECEMBER 31, 2014
This Conflict Minerals Report (this Report) of Veeco Instruments Inc., including its subsidiaries (collectively, Veeco or we or our) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2014 through December 31, 2014 (the Reporting Period).
Rule 13p-1, through Form SD, requires the disclosure of certain information if a company manufactures or contracts to manufacture products for which certain Conflict Minerals (as defined below) are necessary to the functionality or production of such products. Form SD defines Conflict Minerals as: (i) columbite-tantalite (or coltan), cassiterite, gold and wolframite, or their derivatives, which are currently limited to tantalum, tin and tungsten; or (ii) any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country (collectively, the Covered Countries). Veecos operations, including the operations of its consolidated subsidiaries, may at times manufacture, or contract to manufacture, products for which Conflict Minerals are necessary to the functionality or production of those products (collectively, its products and, individually, a product). As required by Form SD, Veeco has conducted a good faith reasonable country of origin inquiry regarding the Conflict Minerals included in its products during the Reporting Period, which are referred to in this Report as the Covered Minerals, to determine whether any of such Covered Minerals originated in the Covered Countries and/or whether any of such Covered Minerals may be from recycled or scrap sources. Where applicable, Veeco has conducted additional due diligence regarding the sources of the Covered Minerals. The results of Veecos reasonable country of origin inquiry regarding the Covered Minerals, as well as its additional due diligence regarding the sources of the Covered Minerals, are contained in this Report.
I. Reasonable Country of Origin Inquiry (RCOI)
Prior to initiating our RCOI, we retained a regulatory compliance information management company to assist in structuring the process and administering data collection. Our inquiry began with a review of all of our suppliers. We focused our RCOI on suppliers that comprise the top 80% of our annual direct expense and eliminated suppliers that do not, due to the nature of their business, utilize Covered Minerals. We provided the remaining suppliers with a questionnaire based on the Electronic Industry Citizenship Coalition-Global e-Sustainability Initiative Conflict Minerals Common Reporting Template (the EICC-GeSI Template). The EICC-GeSI Template is regarded as the most commonly accepted reporting tool for conflict minerals content and sourcing information worldwide and was developed by several of the worlds leading consumer electronics companies. The questionnaire asked the suppliers, among other things, to disclose the origin of any Covered Minerals used in their manufacturing processes and to identify the Covered Minerals processing facilities within their supply chain. We also asked them, if accurate, to represent that their Covered Minerals did not originate from a Covered Country. We reviewed questionnaires received for completeness and consistency of answers. Many of our suppliers responses were at a supply chain level higher than the products we procure and therefore it is possible that the information they provided includes smelters/refiners whose Covered Minerals are not utilized in our products. Certain surveyed suppliers reported that the Covered Minerals identified in their supply chain originated from recycled or scrap sources and thus did not require further due diligence.
Our RCOI process was reasonably designed and performed in good faith, but there are inherent limitations in the information provided to us by third parties, including the possibility of information being inaccurate, incomplete or falsified despite our efforts to validate and confirm the information.
II. Design of Due Diligence Framework
Our due diligence approach was designed to conform in all material respects with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition (OECD Guidance). The OECD Guidance is an internationally-recognized due diligence framework consisting of a multi-step, risk-based process, certain aspects of which differ depending in part on the position of a company in the supply chain. Veeco is a downstream company, which refers to supply chain participants from the smelter to the retailer, in contrast to those upstream, that is, from the mine to the smelter. Key elements of Veecos due diligence approach are described below.
III. Due Diligence Measures Undertaken
Veecos due diligence measures performed include, but are not limited to, the following:
· Reporting to senior management on suppliers responses to our conflict minerals information requests, including updates on monitoring and tracking corrective action and risk mitigation efforts (where applicable);
· Communicating our policy on Conflict Minerals to suppliers and our commitments and requirements expected of our suppliers, supported by email and phone dialogues. A copy of our policy is publicly available at http://ir.veeco.com/corporate-governance/overview;
· Using a third party service, comparing smelters and refiners identified by suppliers to (i) the Conflict Minerals Reporting Template (the Template) developed by the Conflict-Free Sourcing Initiative (CFSI) which lists validated conflict free and verified facilities and (ii) the US Department of Commerce list of all known conflict mineral processing facilities worldwide;
· Conducting our own supplemental research on smelters and refiners identified by our suppliers; and
· Developing a risk mitigation plan that allows for continued trade with a supplier during the suppliers risk mitigation efforts.
IV. Product Description
The products subject to this Report are Veeco process equipment and services (including spare parts) primarily sold to make electronic devices including light emitting diodes, power electronics, wireless devices, hard disk drives and semiconductors and include Metal Organic Chemical Vapor Deposition Systems, Gas and Vapor Delivery Control Systems, Molecular Beam Epitaxy Systems, Fast Array Scanning Atomic Layer Deposition Systems, Precision Surface Processing Systems, Ion Beam Deposition Systems, Ion Beam Etch Systems and Precision Lapping, Slicing and Dicing Systems.
V. Product Determination
Based on the information obtained pursuant to the due diligence process (as described above), Veeco does not have sufficient information at this time to determine the country of origin of the Covered Minerals sourced by our suppliers. However, we have received no information from our suppliers indicating that the Covered Minerals sourced by our suppliers directly or indirectly financed or benefitted armed groups in the Covered Countries. Due to the manner in which our suppliers disclosed country of origin information, we do not believe that all of the countries of origin named by our suppliers are actually in our supply chain.
VI. Smelter / Refiner and Country of Origin
Based solely on information that was provided by our suppliers (as described above), some of which was on an entity level basis without specification as to the specific Covered Minerals Veeco purchased, and without independent verification, Veeco identified the following smelters/refiners used by Veeco suppliers that have achieved Conflict Free designation by the CFSI or an audit program recognized by CFSI or are actively in the process of obtaining the designations, or for which we independently obtained country of origin information:
GOLD |
Allgemeine Gold-und Silberscheideanstalt A.G. |
GOLD |
AngloGold Ashanti Córrego do Sítio Minerção |
GOLD |
Argor-Heraeus SA |
GOLD |
Asahi Pretec Corporation |
GOLD |
Atasay Kuyumculuk Sanayi Ve Ticaret A.S. |
GOLD |
Aurubis AG |
GOLD |
Bangko Sentral ng Pilipinas (Central Bank of the Philippines) |
GOLD |
Boliden AB |
GOLD |
Caridad |
GOLD |
CCR Refinery - Glencore Canada Corporation |
GOLD |
Cendres + Métaux SA |
GOLD |
Chimet S.p.A. |
GOLD |
Chugai Mining |
GOLD |
Daejin Indus Co. Ltd |
GOLD |
Do Sung Corporation |
GOLD |
Dowa Mining Co., Ltd. |
GOLD |
FSE Novosibirsk Refinery |
GOLD |
Heimerle + Meule GmbH |
GOLD |
Heraeus Ltd. Hong Kong |
GOLD |
Heraeus Precious Metals GmbH & Co. KG |
GOLD |
Hwasung CJ Co. Ltd |
GOLD |
Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited |
GOLD |
Istanbul Gold Refinery |
GOLD |
Japan Mint |
GOLD |
Jiangxi Copper Company Limited |
GOLD |
Johnson Matthey Inc |
GOLD |
Johnson Matthey Ltd |
GOLD |
JSC Ekaterinburg Non-Ferrous Metal Processing Plant |
GOLD |
JSC Uralelectromed |
GOLD |
JX Nippon Mining & Metals Co., Ltd. |
GOLD |
Kazzinc Inc. |
GOLD |
Kojima Chemicals Co., Ltd |
GOLD |
Korea Metal Co. Ltd |
GOLD |
Kyrgyzaltyn JSC |
GOLD |
L azurde Company For Jewelry |
GOLD |
LS-NIKKO Copper Inc. |
GOLD, TUNGSTEN |
Materion |
GOLD |
Matsuda Sangyo Co., Ltd. |
GOLD |
Metalor Technologies (Hong Kong) Ltd |
GOLD |
Metalor Technologies SA |
GOLD |
Metalor USA Refining Corporation |
GOLD |
Met-Mex Peñoles, S.A. |
GOLD, TIN |
Mitsubishi Materials Corporation |
GOLD, TANTALUM |
Mitsui Mining and Smelting Co., Ltd. |
GOLD |
Moscow Special Alloys Processing Plant |
GOLD |
Nadir Metal Rafineri San. Ve Tic. A.S. |
GOLD |
Navoi Mining and Metallurgical Combinat |
GOLD |
Nihon Material Co. LTD |
GOLD |
Ohio Precious Metals, LLC |
GOLD |
OJSC The Gulidov Krasnoyarsk Non-Ferrous Metals Plant (OJSC Krastvetmet) |
GOLD |
OJSC Kolyma Refinery |
GOLD |
PAMP SA |
GOLD |
Prioksky Plant of Non-Ferrous Metals |
GOLD |
PT Aneka Tambang (Persero) Tbk |
GOLD |
Rand Refinery (Pty) Ltd |
GOLD |
Royal Canadian Mint |
GOLD |
Sabin Metal Corp. |
GOLD |
SAMWON METALS Corp. |
GOLD |
Schöne Edelmetaal B.V. |
GOLD |
SEMPSA Joyería Platería SA |
GOLD |
Shandong Zhaojin Gold & Silver Refinery Co. Ltd |
GOLD |
SOE Shyolkovsky Factory of Secondary Precious Metals |
GOLD |
Solar Applied Materials Technology Corp. |
GOLD |
Sumitomo Metal Mining Co., Ltd. |
GOLD |
Tanaka Kikinzoku Kogyo K.K. |
GOLD |
The Great Wall Gold and Silver Refinery of China |
GOLD |
The Refinery of Shandong Gold Mining Co. Ltd |
GOLD |
Tokuriki Honten Co., Ltd |
GOLD |
Torecom |
GOLD |
Umicore Brasil Ltda |
GOLD |
United Precious Metal Refining, Inc. |
GOLD |
Valcambi SA |
GOLD |
Western Australian Mint trading as The Perth Mint |
GOLD |
Yokohama Metal Co Ltd |
GOLD |
Zhongyuan Gold Smelter of Zhongjin Gold Corporation |
GOLD, TUNGSTEN |
Zijin Mining Group Co. Ltd |
TANTALUM |
Changsha South Tantalum Niobium Co., Ltd. |
TANTALUM |
Conghua Tantalum and Niobium Smeltry |
TANTALUM |
Duoluoshan Sapphire Rare Metal Co., Ltd. |
TANTALUM |
F&X Electro-Materials Ltd. |
TANTALUM |
H.C. Starck Co., Ltd. |
TANTALUM |
H.C. Starck GmbH Goslar |
TANTALUM |
H.C. Starck GmbH Laufenburg |
TANTALUM |
H.C. Starck Hermsdorf GmbH |
TANTALUM |
H.C. Starck Inc. |
TANTALUM |
Hi-Temp Specialty Metals, Inc. |
TANTALUM, TUNGSTEN |
Jiangxi Tungsten Industry Group Co Ltd |
TANTALUM |
JiuJiang JinXin Nonferrous Metals Co., Ltd. |
TANTALUM |
Jiujiang Tanbre Co., Ltd. |
TANTALUM |
Kemet Blue Powder |
TANTALUM |
King-Tan Tantalum Industry Ltd |
TANTALUM |
LSM Brasil S.A. |
TANTALUM |
Molycorp Silmet A.S. |
TANTALUM |
Ningxia Orient Tantalum Industry Co., Ltd. |
TANTALUM |
Plansee SE Liezen |
TANTALUM |
Plansee SE Reutte |
TANTALUM |
QuantumClean |
TANTALUM |
RFH Tantalum Smeltry Co., Ltd |
TANTALUM |
Taki Chemicals |
TANTALUM |
Telex |
TANTALUM |
Ulba |
TANTALUM |
Zhuzhou Cement Carbide |
TIN |
Alpha |
TIN |
China Tin Group Co., Ltd. |
TIN |
CNMC (Guangxi) PGMA Co. Ltd. |
TIN |
Cooper Santa |
TIN |
CV Prima Timah Utama |
TIN |
CV Serumpun Sebalai |
TIN |
CV United Smelting |
TIN |
Empresa Metallurgica Vinto |
TIN |
Fenix Metals |
TIN |
Gejiu Zi-Li |
TIN |
Huichang Jinshunda Tin Co. Ltd |
TIN |
Jiangxi Nanshan |
TIN |
Kai Unita Trade Limited Liability Company |
TIN |
Linwu Xianggui Smelter Co |
TIN |
Malaysia Smelting Corporation (MSC) |
TIN |
Metallo Chimique |
TIN |
Mineração Taboca S.A. |
TIN |
Minsur |
TIN |
Novosibirsk Integrated Tin Works |
TIN |
Operaciones Metalurgical S.A. |
TIN |
PT Artha Cipta Langgeng |
TIN |
PT Babel Inti Perkasa |
TIN |
PT Bangka Putra Karya |
TIN |
PT Bangka Tin Industry |
TIN |
PT Belitung Industri Sejahtera |
TIN |
PT Bukit Timah |
TIN |
PT DS Jaya Abadi |
TIN |
PT Eunindo Usaha Mandiri |
TIN |
PT Mitra Stania Prima |
TIN |
PT Sariwiguna Binasentosa |
TIN |
PT Stanindo Inti Perkasa |
TIN |
PT Tambang Timah |
TIN |
PT Timah (Persero), Tbk |
TIN |
PT Tinindo Inter Nusa |
TIN |
Thaisarco |
TIN |
White Solder Metalurgia e Mineração Ltda. |
TIN |
Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. |
TIN |
Yunnan Tin Company Limited |
TUNGSTEN |
A.L.M.T. Corp. |
TUNGSTEN |
Chongyi Zhangyuan Tungsten Co., Ltd. |
TUNGSTEN |
Dayu Weiliang Tungsten Co., Ltd. |
TUNGSTEN |
Fujian Jinxin Tungsten Co., Ltd. |
TUNGSTEN |
Ganzhou Huaxing Tungsten Products Co., Ltd. |
TUNGSTEN |
Ganzhou Non-ferrous Metals Smelting Co., Ltd. |
TUNGSTEN |
Global Tungsten & Powders Corp. |
TUNGSTEN |
Guangdong Xianglu Tungsten Industry Co., Ltd. |
TUNGSTEN |
H.C. Starck GmbH |
TUNGSTEN |
Hunan Chenzhou Mining Group Co., Ltd. |
TUNGSTEN |
Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. |
TUNGSTEN |
Japan New Metals Co., Ltd. |
TUNGSTEN |
Jiangwu H.C. Starck Tungsten Products Co., Ltd. |
TUNGSTEN |
Jiangxi Minmetals Gaoan Non-ferrous Metals Co., Ltd. |
TUNGSTEN |
Jiangxi Yaosheng Tungsten Co., Ltd. |
TUNGSTEN |
Kennametal Fallon |
TUNGSTEN |
Kennametal Huntsville |
TUNGSTEN |
Tejing (Vietnam) Tungsten Co., Ltd. |
TUNGSTEN |
Wolfram Bergbau und Hütten AG |
TUNGSTEN |
Wolfram Company CJSC |
TUNGSTEN |
Xiamen Tungsten (H.C.) Co., Ltd. |
TUNGSTEN |
Xiamen Tungsten Co., Ltd. |
TUNGSTEN |
Xinhai Rendan Shaoguan Tungsten Co., Ltd. |
Based solely on information that was provided by our suppliers (as described above), some of which was on an entity level basis without specification as to the specific Covered Minerals Veeco purchased, and without independent verification, Veeco believes that the countries of origin of the Covered Minerals for the above listed facilities include:
Angola, Argentina, Australia, Austria, Belarus, Belgium, Bolivia, Brazil, Burundi, Canada, Chile, China, DRC- Congo (Kinshasa), Estonia, Ethiopia, France, Germany, Ghana, Guinea, Guyana, Hong Kong, India, Indonesia, Italy, Japan, Jersey, Kazakhstan, Kyrgyzstan, Laos, Malaysia, Mali, Mexico, Mongolia, Morocco, Mozambique, Myanmar, Namibia, Netherlands, Niger, Nigeria, Papua New Guinea, Peru, Philippines, Poland, Portugal, Recycle/Scrap, Russia, Rwanda, Saudi Arabia, Sierra Leone, Singapore, South Africa, South Korea, Spain, Suriname, Sweden, Switzerland, Taiwan, Tajikistan, Tanzania, Thailand, Turkey, United Arab Emirates, United Kingdom, United States, Uzbekistan, Vietnam, Zambia, and Zimbabwe. Covered Countries were identified only for audited smelters/refiners.
Based solely on information that was provided by our suppliers (as described above), some of which was on an entity level basis without specification as to the specific Covered Minerals Veeco purchased, and without independent verification, Veeco identified the following validated smelters/refiners whose country of origin information is not available. We continue to engage with our suppliers to determine the source of Covered Minerals processed at the following facilities and to engage in efforts to determine the mine or location of origin of the Covered Minerals used with greater specificity.
GOLD, TANTALUM, TIN, TUNGSTEN |
Ishifuku Metal Industry Co., Ltd.* |
GOLD, TIN |
Umicore SA Business Unit Precious Metals Refining* |
GOLD |
Hunan Chenzhou Mining Group Co., Ltd.** |
TANTALUM |
H.C. Starck Smelting GmbH & Co.KG* |
TANTALUM |
Mineração Taboca S.A.** |
TANTALUM |
Solikamsk Metal Works* |
TANTALUM, TIN, TUNGSTEN |
JX Nippon Mining & Metals Co., Ltd.** |
TIN |
Dowa Mining Co., Ltd.* |
TIN |
PT Karimun Mining |
TIN |
Japan New Metals Co., Ltd.** |
TIN |
Mitsui Mining and Smelting Co., Ltd.** |
TIN |
Solikamsk Metal Works** |
TIN, TUNGSTEN |
Sumitomo Metal Mining Co., Ltd.** |
TUNGSTEN |
H.C. Starck Smelting GmbH & Co.KG |
TUNGSTEN |
Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC |
TUNGSTEN |
Jiujiang Tanbre Co., Ltd.** |
TUNGSTEN |
Mitsubishi Materials Corporation** |
TUNGSTEN |
CNMC (Guangxi) PGMA Co. Ltd.** |
* Facility has obtained a conflict free audit although country of origin information is not available to Veeco.
** Facility has obtained a conflict free audit for a metal different from the one listed in this table.
As Veecos engagement with the supply chain for its products evolves, the lists above may change to reflect improvements in the quality of information provided to Veeco.
VII. Independent Private Sector Audit
Not required for calendar year 2014.