UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
PCTEL, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
000-27115 |
77-0364943 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
471 Brighton Drive
Bloomingdale, Illinois 60108
(Address of Principal Executive Offices, including Zip Code)
(630) 372-6800
(Registrant’s telephone number, including area code)
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:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period January 1 to December 31, 2015. |
Section 1 – Conflict Minerals Disclosure
PCTEL, Inc. evaluated its current product lines and determined that the Company produces products that contain conflict minerals. They are found in the solder (cassiterite), electrical capacitors (tantalum), electrical connectors (gold) and semiconductors (gold) used in the affected products. The Company concluded that it does not use tungsten in its products.
Conflict Minerals Disclosure
A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available along with the Company’s Conflict Minerals Policy at www.pctel.com under Corporate Governance.
Section 2 – Exhibits
Exhibit 1.01 – Conflict Minerals Report
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 27, 2016
| PCTEL, INC. | ||
| By: | /s/ John W. Schoen | |
| John W. Schoen, Chief Financial Officer | ||
Exhibit 1.01
CONFLICT MINERALS REPORT PCTEL, INC.
IN ACCORD WITH RULE 13P-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934
Section 1: Introduction (unaudited)
This is the Conflict Minerals Report of PCTEL, Inc. (the “Company”) for products for which manufacturing was completed during calendar year 2014 in accord with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”). Numerous terms in this Report are defined in Rule 13p-1 and Form SD and the reader is referred to those sources and to 1934 Act Release No. 34-67716 (August 22, 2012) for such definitions.
In accord with Rule 13p-1, the Company undertook due diligence to determine whether the necessary conflict minerals in the Company’s products were or were not “DRC conflict free”. The Company produces products that contain conflict minerals. They are found in the solder (cassiterite), electrical capacitors (tantalum), electrical connectors (gold) and semiconductors (gold) used in the affected products. The Company concluded that it does not use tungsten in its products.
Section 2: Due Diligence Subject to an Independent Private Sector Audit
A. Design of the company’s due diligence framework.
The design of the Company’s due diligence measures conforms, in all material respects, with the applicable provisions of the internationally recognized due diligence framework in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition (OECD 2013) (“OECD Framework”), including related Supplements for each of the conflict minerals.
B. Description of the company’s due diligence measures performed applicable to products manufactured during 2015.
The Company’s due diligence measures performed applicable to products manufactured during 2015 included:
| • | Maintained a Conflict Minerals Team comprised of senior members of our manufacturing and sourcing organizations under the oversight of the Chief Financial Officer. |
| • | Updated and communicated to our suppliers and the public the Company’s DRC Conflict Free Sourcing Policy for the supply chain of minerals originating from Conflict-Affected and High-Risk Areas. The Company’s DRC Conflict Free Sourcing Policy can be found at www.pctel.com. |
| • | Maintain internal standard operating procedures that provide a process to be followed in order to generate and maintain the information needed to comply with Dodd-Frank Section 1502. |
| • | Assessed all products and suppliers in order to identify Conflict Minerals scope and risk. The Company’s products and suppliers were evaluated for use of conflict minerals through a review of internal documents, including bills of material, materials declarations and purchasing contracts. Suppliers added after the initial review were assessed as part of the initial vendor due diligence and compliance assessment program applied to all new vendors. Suppliers identified as providing parts to the Company that include conflict minerals were tracked through an information system that captures and categorizes supplier and product information. |
| • | Conducted a reasonable country of origin inquiry (RCOI) by circulating a supply-chain survey with direct suppliers of components that contain conflict minerals using the EICC/GeSI Conflict |
| Minerals Reporting Template (EICC/GeSI template). The purpose of this supplier survey was to identify, if possible, the supply chain, including smelters and refiners who contribute refined conflict minerals to the Company’s products. |
| • | Verified that direct suppliers have completed all pertinent sections of the EICC/GeSI template and made follow-up inquiries to obtain as much needed information as possible from as many suppliers as possible. Supplier responses were validated by evaluating the consistency of responses with other response and information known about supplies and suppliers. |
| • | Compared the smelters and refiners identified by direct suppliers via the supply-chain survey against the list of smelter facilities that have received a “conflict free” designation (such as through the EICC/GeSI Conflict Free Smelter Initiative (CFSI) program’s lists for tantalum, tin, tungsten and gold) by participating in an independent third party smelter audit. |
| • | Reported the results of our due diligence on our website at www.pctel.com. |
Section 3: Due Diligence Findings and Other Matters Not Subject to an independent private sector audit (unaudited)
The Company’s due diligence measures were based on multi-industry initiatives with the smelters and refiners of conflict minerals who provide those conflict minerals to the Company’s suppliers. The Company as a purchaser is many steps removed from the mining of the conflict minerals; the Company does not purchase raw ore or unrefined conflict minerals, and does no purchasing in the Covered Countries. The origin of conflict minerals cannot be determined with any certainty once the raw ores are smelted, refined and converted to ingots, bullion or other conflict mineral containing derivatives. The smelters and refiners are consolidating points for raw ore and are in the best position in the total supply chain to know the origin of the ores.
Results of PCTEL, Inc.’s Due Diligence
Based on the process described above, PCTEL, Inc. received the following results from its Reasonable Country of Origin Inquiry:
| Estimated Annual Gold Usage 2015 |
31 Troy Ounces | |
| Estimated Annual Tantalum Usage 2015 |
15 lbs. | |
| Estimated Annual Cassiterite Usage 2015 |
5,300 lbs. | |
| Total # Suppliers in Conflict Mineral scope. |
295 | |
| Suppliers Surveyed |
295 | |
| Responses Received |
171 |
The estimated annual usage for each conflict mineral was determined by analyzing the company’s bills of material for the volume of each mineral used per unit and extended by the amount of units produced. The company believes the figures to be accurate in all material respects.
Conclusion
Based on the results to date of its reasonable country of origin inquiry, the Company is unable to determine at this time that all of its necessary conflict minerals did not originate in the Democratic Republic of the Congo.
The Company will continue participating in and financially supporting industry initiatives to increase the response rate of suppliers’ smelter surveys.