0001104659-14-043198.txt : 20140623 0001104659-14-043198.hdr.sgml : 20140623 20140602123513 ACCESSION NUMBER: 0001104659-14-043198 CONFORMED SUBMISSION TYPE: SD PUBLIC DOCUMENT COUNT: 2 13p-1 1.01 20131231 1.02 20131231 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWPORT CORP CENTRAL INDEX KEY: 0000225263 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 940849175 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SD SEC ACT: 1934 Act SEC FILE NUMBER: 000-01649 FILM NUMBER: 14883122 BUSINESS ADDRESS: STREET 1: 1791 DEERE AVE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148633144 MAIL ADDRESS: STREET 1: 1791 DEERE AVE CITY: IRVINE STATE: CA ZIP: 92714 FORMER COMPANY: FORMER CONFORMED NAME: DOLE JAMES CORP DATE OF NAME CHANGE: 19910905 SD 1 a14-14421_1sd.htm SD

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM SD

 

Specialized Disclosure Report

 

NEWPORT CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-01649

 

94-0849175

(State or other jurisdiction of

incorporation)

 

(Commission File Number)

 

(IRS Employer Identification

No.)

 

1791 Deere Avenue, Irvine, California

 

92606

(Address of principal executive offices)

 

(Zip Code)

 

Jeffrey B. Coyne                                                                                                (949) 863-3144

(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:

 

x          Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013.

 

 

 



 

Section 1 — Conflict Minerals Disclosure

 

Item 1.01.  Conflict Minerals Disclosure and Report.

 

Newport Corporation (the “Registrant”) has evaluated its products and has determined that conflict minerals, as defined in paragraph (d)(3)(i) of Item 1.01 of Form SD, are necessary to the functionality or production of certain products manufactured by the Registrant or contracted by the Registrant to be manufactured during the calendar year of 2013.  Accordingly, the Registrant has: (1) conducted 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 Democratic Republic of the Congo or an adjoining country, as defined in paragraph (d)(1) of Item 1.01 of Form SD, or are from recycled or scrap sources, as defined by paragraph (d)(6) of Item 1.01 of Form SD; and (2) undertaken due diligence on the source and chain of custody of such conflict minerals, as described in more detail in the Registrant’s Conflict Minerals Report (the “Conflict Minerals Report”).

 

Conflict Minerals Disclosure

 

The Conflict Minerals Report is being filed as Exhibit 1.02 to this Form SD.  The Registrant has also made a copy of the Conflict Minerals Report available on its Internet website at www.newport.com/conflictminerals.

 

Item 1.02.  Exhibit.

 

The Conflict Minerals Report required by Item 1.01 above is filed as Exhibit 1.02 to this Form SD.

 

Section 2 — Exhibits.

 

Item 2.01.  Exhibits.

 

Exhibit 1.02 — Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD.

 

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.

 

June 2, 2014

NEWPORT CORPORATION

 

 

 

 

 

 

 

By:

/s/ Jeffrey B. Coyne

 

 

Jeffrey B. Coyne

 

 

Senior Vice President, General Counsel and

 

 

Corporate Secretary

 

1



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

1.02

 

Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD.

 

2


EX-1.02 2 a14-14421_1ex1d02.htm EX-1.02

Exhibit 1.02

 

NEWPORT CORPORATION

CONFLICT MINERALS REPORT

For Calendar Year 2013

 

This Conflict Minerals Report (the “Report”) has been prepared by Newport Corporation (collectively with our subsidiaries, referred to herein as “Newport,” “we,” “our” and “us”) for the calendar year of 2013 in compliance with Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”).  In accordance with the Rule, we have evaluated our products and have determined that conflict minerals are necessary to the functionality or production of certain products that we manufactured or contracted to be manufactured during the calendar year of 2013.  Accordingly, we have conducted in good faith a reasonable country of origin inquiry and have undertaken due diligence on the source and chain of custody of such conflict minerals, as described in this Report.  For purposes of our evaluation and this Report, “conflict minerals” are defined as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten.  Certain other terms used in this Report are defined in Item 1.01(d) of Form SD.

 

Company and Product Overview

 

Newport is a global supplier of advanced technology products and systems to a wide range of industries, including scientific research, microelectronics, defense and security, life and health sciences, and industrial markets.  We develop, manufacture and/or sell a broad portfolio of products, including:

 

·                  lasers and laser technology, including solid-state lasers, ultrafast lasers and laser systems, tunable lasers, fiber lasers, and gas lasers;

 

·                  optical components and subassemblies, including precision laser optics and opto-mechanical subassemblies, optics and lens assemblies for thermal imaging, thin-film optical filters, and ruled and holographic diffraction gratings;

 

·                  photonics instruments, systems and components, including optical power and energy meters, light sources, optical detectors and modulators, laser beam profilers, monochromators, spectroscopy instrumentation, laser diode controllers and drivers, and laser diode burn-in and life test systems;

 

·                  high-precision positioning products and systems;

 

·                  vibration isolation products and systems; and

 

·                  three-dimensional non-contact measurement sensors and equipment.

 

We manufacture and contract to manufacture our products within three operating groups:  our Lasers Group, our Optics Group and our Photonics Group.

 

Products Containing Necessary Conflict Minerals

 

We have evaluated our products and have determined that conflict minerals are necessary to the functionality or production of certain products that we manufacture or contract to be manufactured.  Such necessary conflict minerals are contained primarily in certain components of products in the following major product categories:

 

·                  Products containing electronic components, including lasers, laser systems, photonics instrumentation, positioning systems and measurement equipment — for example, tantalum is used in capacitors and tin is used in solder contained in the electronic components of such products.

 

1



 

·                  Optical components — for example, gold is used in the coatings of certain mirrors, gratings and filters.

 

·                  Opto-mechanical components — for example, tin is used in fasteners contained in mounts and positioners.

 

·                  Vibration isolation products and systems — for example, tungsten is contained in certain welding rods used in the fabrication of such products and systems.

 

In addition, necessary conflict minerals are contained in our integrated systems, which incorporate products from some or all of the foregoing product categories.

 

Conflict Minerals Policy

 

Newport has adopted a policy related to the sourcing of conflict minerals, which is available on our website at www.newport.com/conflictminerals.

 

Reasonable Country of Origin Inquiry and Determination

 

Newport’s product offering is broad and complex, consisting of over 15,000 products, with a substantial number of our products containing numerous materials and components procured from third-party suppliers.  In most cases, our suppliers of materials and components containing conflict minerals are several levels downstream in the supply chain from the smelter/refiner of such minerals.  As such, we rely on our suppliers to determine the country of origin of conflict minerals contained in our products.

 

In connection with our reasonable country of origin inquiry (“RCOI”), throughout 2013 and 2014 to date, we have conducted a process in which we sent written surveys to suppliers that provide materials and components for our products.  Based on our internal evaluation of our products and associated supply chain, we have focused our surveys and follow-up inquiries on those suppliers who supply materials and components that we know contain, or that we believe may contain, conflict minerals.  The surveys and other inquiries are designed to determine: (1) which materials and components do, in fact, contain conflict minerals that are necessary to the functionality or production of our products and/or such materials or components; (2) whether any necessary conflict minerals originate in the Democratic Republic of the Congo (“DRC”) or an adjoining country, as defined in paragraph (d)(1) of Item 1.01 of Form SD; (3) whether the necessary conflict minerals are derived from recycled or scrap sources; and (4) the name and location of the smelter where the necessary conflict minerals were processed.  To date, we have sent written surveys to a total of 1,689 suppliers and have received responses from approximately 83% of such suppliers.

 

Based on the RCOI, we have determined that the necessary conflict minerals contained in many of our products did not originate in the DRC or an adjoining country; however, the necessary conflict minerals contained in certain of our products have originated in the DRC or an adjoining country and are not from recycled or scrap sources, or we have reason to believe that they may have originated in the DRC or an adjoining country and may not be from recycled or scrap sources.  Accordingly, we have undertaken, and we will continue to undertake, due diligence to determine the country of origin and/or the source and chain of custody of such conflict minerals.

 

Due Diligence on the Source and Chain of Custody of Conflict Minerals

 

During 2013, we began to implement certain processes for supply chain due diligence, particularly relating to conflict minerals.  In designing such processes, we are following the framework set forth in the Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related supplements (the “Due Diligence Guidance”).  We intend to continue to enhance such processes in conformity with the Due Diligence Guidance.

 

2



 

Internal Management System

 

Newport’s senior management has adopted a policy to develop and implement the due diligence measures necessary to determine the source and chain of custody of conflict minerals in our supply chain, which has been communicated to our global management team and employees working in relevant areas of our operations.  Our senior management team recognizes the importance of having an internal management system to support supply chain due diligence and is committed to ensuring the availability of resources necessary to support the establishment, operation and monitoring of due diligence processes.

 

We have appointed a Director of Strategic Sourcing, who has been given authority and responsibility to oversee our due diligence relating to conflict minerals.  In addition, members of our management and employee teams in key areas across all of our business groups, including strategic sourcing and purchasing, product engineering, and product management and marketing, have been designated to assist in establishing and conducting such due diligence processes.

 

Engagement with Suppliers

 

We have identified those of our suppliers from which we require information and assistance to support our conflict minerals due diligence efforts.  We have long-term relationships with many of these suppliers.  In connection with our RCOI, we have communicated with our suppliers to inform them of and educate them on the conflict minerals due diligence requirements and to obtain their assistance in complying with such requirements.  As we continue to enhance our due diligence processes, we intend to incorporate additional requirements and due diligence measures into our supplier qualification process and to incorporate additional provisions into our contracts with suppliers to ensure that our suppliers are committed to supporting our policies and due diligence processes pertaining to conflict minerals in our supply chain.  We also intend to expand our supplier communication, training and auditing procedures to improve the availability and accuracy of information pertaining to minerals in our supply chain and to improve our risk mitigation efforts.

 

Due Diligence to Identify and Assess Risks in the Supply Chain

 

As a downstream company in the supply chain, it is difficult for us to identify the upstream smelters and producers of minerals used in our products, many of which are several levels upstream from us in the supply chain.  However, we have taken steps to identify smelters through communications with our direct suppliers and information available through the Conflict-Free Sourcing Initiative (“CFSI”) and Conflict-Free Smelter Program (“CFSP”).  In connection with our RCOI, in addition to our inquiries regarding the country or origin of necessary conflict minerals and whether the necessary conflict minerals come from recycled or scrap sources, we have requested information from our direct suppliers regarding the smelters that processed such conflict minerals, if known.  In certain cases, we have received from our direct suppliers information regarding other upstream companies in the supply chain, which we have used to conduct our own research as to the origin of conflict minerals, by contacting such upstream companies directly and/or utilizing information available through other industry resources.

 

Utilizing the smelter information that we have received directly or through our suppliers, we have cross checked such information through the CFSP to confirm whether such smelters have been validated as compliant in accordance with the CFSP.  If a smelter is designated as a conflict-free smelter through the CFSP, we rely on such designation in making determinations as to whether our products containing conflict minerals processed by such smelter are DRC conflict free.

 

We have established an internal system to track all information that we have received regarding the source of conflict minerals and the status of smelters in our supply chain.  As we enhance our due diligence program, we intend to implement a database that is integrated with our global information systems to improve the maintenance, monitoring and accessibility of such information across our company.

 

3



 

Status of Products

 

Despite our due diligence efforts to date, for certain of the products described in each of the categories under the heading “Products Containing Necessary Conflict Minerals” beginning on page 1 of this Report, we do not have sufficient information to determine with certainty whether such products are DRC conflict free, and as such we deem those products to be DRC conflict undeterminable.  In many cases, the country of origin of the necessary conflict minerals contained in such products, and the facilities used to process such necessary conflict minerals, remain unknown to us despite our ongoing due diligence efforts.  In certain cases, based on information received from our suppliers, we have determined that necessary conflict minerals originate in the DRC or an adjoining country, but we have not been able to determine the mine or location of origin of such conflict minerals.  For example, one of our suppliers of capacitors that are used in the electronic components contained in many of our products, such as laser systems, motors, meters and controllers, has informed us that the tantalum used to manufacture such capacitors originates in the DRC or an adjoining country.  As another example, one of our suppliers of solder, which is contained in sensors incorporated into our positioning systems, has informed us that they purchase tin for use in such solder that originates in the DRC or an adjoining country.  However, such suppliers have communicated to us that they have not been able to determine whether the smelters are conflict-free smelters and that the smelters are still completing their investigations of the source and chain of custody of such conflict minerals.  A list of the smelters that our suppliers have identified as having processed conflict minerals contained in our products that are deemed DRC conflict undeterminable, and that we have not yet verified to be conflict-free smelters, is set forth in Attachment A to this Report.

 

Ongoing Due Diligence Regarding Source of Conflict Minerals

 

Newport and our suppliers continue to investigate the country of origin and/or the source and chain of custody of such conflict minerals.  Our efforts include follow-up discussions with our direct suppliers, and in some cases with their suppliers, regarding the status of their investigations.  We also continue to monitor information available through the CFSP to determine if the smelters known to us to supply the conflict minerals contained in our products have been validated as compliant in accordance with the CFSP.

 

Responding to Identified Risks

 

Designated members of our senior management team receive periodic reports from our Director of Strategic Sourcing regarding the status of our supplier inquiries and other due diligence activities and the potential risks relating to the origin of the conflict minerals contained in our products.  The risks identified to date through our supplier inquiries and other activities arise primarily from the lack of sufficient information as to the country of origin and/or the source and chain of custody, as well as the challenges that we and our suppliers face in obtaining such information from upstream companies in our supply chain.  At this time, we are responding to these risks by continuing our efforts to obtain the necessary information from our existing suppliers and other upstream companies in our supply chain.  We are making periodic requests for updates from our suppliers to monitor the progress of their due diligence activities.  As we implement a more formalized risk mitigation plan, where deemed appropriate and feasible, we may respond to such risks by taking steps to qualify alternate suppliers that have committed to procure necessary conflict minerals from sources that have been validated as compliant in accordance with the CFSP.

 

4



 

Enhancements to Due Diligence and Risk Mitigation Efforts

 

We will continue to implement additional processes to enhance our due diligence and risk mitigation efforts pertaining to conflict minerals in our supply chain, in a manner consistent with the framework set forth in the Due Diligence Guidance.  The steps that we are taking and/or intend to take include:

 

·                  Communicating to our suppliers our policy regarding conflict minerals in our supply chain, and obtaining commitments from our suppliers to adopt policies and due diligence measures in support thereof;

 

·                  Enhancing the structure of our internal management systems, and expanding our management and employee training activities, in support of our supply chain due diligence program;

 

·                  Expanding our supplier qualification and auditing procedures and contractual requirements;

 

·                  Improving our supplier communication and training programs;

 

·                  Expanding our recordkeeping capabilities to improve the maintenance, monitoring and accessibility of supply chain information across our company;

 

·                  Encouraging and working with key suppliers to continuously move toward conflict-free sourcing; and

 

·                  Participating in industry-wide information sharing initiatives to assist in identifying smelters in our supply chain and in verifying and monitoring their status with respect to the sourcing of conflict minerals.

 

Audit of Report

 

As permitted by paragraph (c)(1)(iv) of Item 1.01 of Form SD, because certain of our products are DRC conflict undeterminable, we have not obtained an independent private sector audit of this Report for the calendar year 2013.

 

5



 

Attachment A

 

A list of the smelters that Newport’s suppliers have identified as having processed conflict minerals contained in our products that are deemed DRC conflict undeterminable, and that we have not yet verified to be conflict-free smelters, is set forth in the table below.

 

Conflict
Mineral

 

Smelter Name

 

Smelter Country

Gold

 

Aida Chemical Industries Co. Ltd.

 

Japan

Gold

 

Asaka Riken Co Ltd

 

Japan

Gold

 

Atasay Kuyumculuk Sanayi Ve Ticaret A.S.

 

Turkey

Gold

 

Aurubis AG

 

Germany

Gold

 

Bangko Sentral ng Pilipinas (Central Bank of the Philippines)

 

Philippines

Gold

 

Boliden AB

 

Sweden

Gold

 

Caridad

 

Mexico

Gold

 

Cendres & Métaux SA

 

Switzerland

Gold

 

Chugai Mining

 

Japan

Gold

 

Codelco

 

Chile

Gold

 

FSE Novosibirsk Refinery

 

Russian Federation

Gold

 

Hisikari Mine

 

Japan

Gold

 

Jiangxi Copper Company Limited

 

China

Gold

 

Kazzinc Ltd

 

Kazakhstan

Gold

 

Kyrgyzaltyn JSC

 

Kyrgyzstan

Gold

 

Met-Mex Peñoles, S.A.

 

Mexico

Gold

 

Moscow Special Alloys Processing Plant

 

Russian Federation

Gold

 

Nadir Metal Rafineri San. Ve Tic. A.Ş.

 

Turkey

Gold

 

Navoi Mining and Metallurgical Combinat

 

Uzbekistan

Gold

 

OJSC Kolyma Refinery

 

Russian Federation

Gold

 

Pan Pacific Copper Co. LTD

 

Japan

Gold

 

Prioksky Plant of Non-Ferrous Metals

 

Russian Federation

Gold

 

PT Aneka Tambang (Persero) Tbk

 

Indonesia

Gold

 

PX Précinox SA

 

Switzerland

Gold

 

Sabin Metal Corp.

 

United States

Gold

 

SAMWON METALS Corp.

 

Korea, Republic Of

Gold

 

Schone Edelmetaal

 

Netherlands

Gold

 

Senju Metal Industry Co Ltd

 

Japan

Gold

 

Shandong Zhaojin Gold & Silver Refinery Co., Ltd

 

China

Gold

 

Shenzhen Tiancheng Chemical Co Ltd

 

China

Gold

 

Torecom

 

Korea, Republic Of

Gold

 

Xstrata Canada Corporation

 

Canada

Gold

 

Yokohama Metal Co Ltd

 

Japan

Gold

 

Yoo Chang Metal

 

Korea, Republic Of

Gold

 

Zhongyuan Gold Smelter of Zhongjin Gold Corporation

 

China

Gold

 

Zijin Mining Group Co. Ltd

 

China

Tantalum

 

Gannon & Scott

 

United States

Tantalum

 

King-Tan Tantalum Industry Ltd

 

China

Tin

 

China Tin Group

 

China

Tin

 

CNMC (Guangxi) PGMA Co. Ltd.

 

China

Tin

 

Cookson

 

United States

Tin

 

PT Stanindo Inti Perkasa

 

Indonesia

Tin

 

CV Duta Putra Bangka

 

Indonesia

Tin

 

CV Serumpun Sebalai

 

Indonesia

Tin

 

CV United Smelting

 

Indonesia

Tin

 

EM Vinto

 

Bolivia

 

A-1



 

Conflict
Mineral

 

Smelter Name

 

Smelter Country

Tin

 

Empresa Metallurgica Vinto

 

Bolivia

Tin

 

Gejiu Zi-Li

 

China

Tin

 

CNMC (Guangxi) PGMA Co. Ltd.

 

China

Tin

 

Huichang Jinshunda Tin Co. Ltd

 

China

Tin

 

Jiangxi Nanshan

 

China

Tin

 

Kai Unita Trade Limited Liability Company

 

China

Tin

 

Linwu Xianggui Smelter Co

 

China

Tin

 

Liuzhou China Tin

 

China

Tin

 

Mentok Smelter

 

Indonesia

Tin

 

Metallo Chimique

 

Belgium

Tin

 

Minmetals Ganzhou Tin Co. Ltd.

 

China

Tin

 

Novosibirsk Integrated Tin Works

 

Russian Federation

Tin

 

PT Alam Lestari Kencana

 

Indonesia

Tin

 

PT Artha Cipta Langgeng

 

Indonesia

Tin

 

PT Babel Inti Perkasa

 

Indonesia

Tin

 

PT Bangka Tin Industry

 

Indonesia

Tin

 

PT Belitung Industri Sejahtera

 

Indonesia

Tin

 

PT BilliTin Makmur Lestari

 

Indonesia

Tin

 

PT Eunindo Usaha Mandiri

 

Indonesia

Tin

 

PT HP Metals Indonesia

 

Indonesia

Tin

 

PT Karimun Mining

 

Indonesia

Tin

 

PT Koba Tin

 

Indonesia

Tin

 

PT Mitra Stania Prima

 

Indonesia

Tin

 

PT Stanindo Inti Perkasa

 

Indonesia

Tin

 

PT Tinindo Inter Nusa

 

Indonesia

Tin

 

Shen Mao Solder(m)Sdn Bhd

 

Malaysia

Tin

 

Tamura

 

Japan

Tungsten

 

A.L.M.T. Corp.

 

Japan

Tungsten

 

ATI Tungsten Materials

 

United States

Tungsten

 

Chaozhou Xianglu Tungsten Industry Co Ltd

 

China

Tungsten

 

China Minmetals Nonferrous Metals Co Ltd

 

China

Tungsten

 

Chongyi Zhangyuan Tungsten Co Ltd

 

China

Tungsten

 

Dayu Weiliang Tungsten Co., Ltd.

 

China

Tungsten

 

Fujian Jinxin Tungsten Co., Ltd.

 

China

Tungsten

 

HC Starck GmbH

 

Germany

Tungsten

 

Japan New Metals Co Ltd

 

Japan

Tungsten

 

Jiangxi Tungsten Industry Group Co Ltd

 

China

Tungsten

 

Kennametal Inc.

 

United States

Tungsten

 

Williams Brewster

 

United States

Tungsten

 

Wolfram Bergbau und Hütten AG

 

Austria

Tungsten

 

Xiamen Tungsten Co Ltd

 

China

Tungsten

 

Zhuzhou Cemented Carbide Group Co Ltd

 

China

 

A-2