0001260415-17-000018.txt : 20170530 0001260415-17-000018.hdr.sgml : 20170530 20170530155411 ACCESSION NUMBER: 0001260415-17-000018 CONFORMED SUBMISSION TYPE: SD PUBLIC DOCUMENT COUNT: 2 13p-1 1.01 20161231 1.02 20161231 FILED AS OF DATE: 20170530 DATE AS OF CHANGE: 20170530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNASIL CORP OF AMERICA CENTRAL INDEX KEY: 0000030831 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 221734088 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SD SEC ACT: 1934 Act SEC FILE NUMBER: 001-35011 FILM NUMBER: 17877308 BUSINESS ADDRESS: STREET 1: 313 WASHINGTON STREET STREET 2: SUITE 403 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6176686855 MAIL ADDRESS: STREET 1: 313 WASHINGTON STREET STREET 2: SUITE 403 CITY: NEWTON STATE: MA ZIP: 02458 SD 1 dysl2016formsd.txt DYNASIL CORPORATION OF AMERICA FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT Dynasil Corporation of America ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-35011 22-1734088 ----------- --------------- ------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 313 Washington Street, Suite 403, Newton, MA 02458 ------------------------------------------------------------ (Address of principal executive offices) Patricia Kehe (617) 668-6855 ----------------------------------------------------------- (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, 2016. Section 1 - Conflict Minerals Disclosure Item 1.01 Conflict Minerals Disclosure and Report Dynasil Corporation of America evaluated its current product lines and determined that certain products we manufacture or contract to manufacture contained conflict minerals, as defined by paragraph (d)(3) of Item 1.01 of Form SD (the "Conflict Minerals"), and that these Conflict Minerals were necessary to the functionality or production of those products. As a result, Dynasil conducted a reasonable country of origin inquiry (RCOI) to determine whether any of the Conflict Minerals contained in Dynasil's products originated in the Democratic Republic of the Congo or any adjoining country (the "Covered Countries") or were from recycled or scrap sources. Our RCOI consisted of the following: 1. Educating our internal employees about Conflict Minerals and our reporting obligation; 2. Listing all products and the component parts and materials containing Conflict Minerals, or using engineering knowledge, that would be expected to use Conflict Minerals during production; 3. Excluding parts which were manufactured before 2016 since any Conflict Minerals contained in these products were smelted before 2016; 4. Identifying the suppliers from which we purchase Conflict Minerals; 5. Communicating our sourcing policy and commitments to our suppliers; 6. Educating our suppliers about the Conflict Minerals reporting obligation; 7. Requesting information from our suppliers regarding the Conflict Mineral content of the components they provide and their knowledge on the source of any Conflict Minerals, including whether the Conflict Minerals come from recycled or scrap sources (the "Survey"); and 8. Collecting and analyzing information from suppliers who responded to the Survey. We identified and contacted a total of eleven suppliers of Conflict Mineral related products and materials. All of these suppliers responded to our request for country of origin information, although not all of these suppliers were able to provide the actual country of origin. Upon completion of the RCOI, we were unable to determine that none of the Conflict Minerals contained in our products originated in the Covered Countries or were from recycled or scrap sources. For this reason, Dynasil has filed a Conflict Minerals Report as Exhibit 1.01 to this Form SD. A copy of the Conflict Minerals Report is publicly available at: www.dynasil.com under "Corporate Governance". Item 1.02 Exhibit A copy of our Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD. Section 2 Exhibits Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this 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. DYNASIL CORPORATION OF AMERICA By: /s/ Robert J. Bowdring Robert J. Bowdring Chief Financial Officer Dated: May 30, 2017 EX-1.01 2 dysl2016formsd_ex1-01.txt EXHIBIT 1.01 Exhibit 1.01 Dynasil Corporation of America Conflict Minerals Report For the reporting period from January 1, 2016 to December 31, 2016 This Conflict Minerals Report (the "Report") of Dynasil Corporation of America ("Dynasil" or the "Company") has been prepared pursuant to Rule 13p-1 and Form SD (the "Rule") promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2016 to December 31, 2016. The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which we collectively refer to in this Report as the "Conflict Minerals," are gold, columbite- tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. The "Covered Countries" for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, certain of the Company's operations manufacture, or contract to manufacture, products for which the Conflict Minerals are necessary to the functionality or production of those products. Description of the Company's Products Covered by this Report This Report relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2016. These products, which are referred to in this Report collectively as the "Covered Products," are the following: 1. Optical thin films 2. Crystals for X-ray detection 3. Optical gratings 4. Optical filters 5. Radiation detection instruments RCOI and Due Diligence The Company's supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacture of the Covered Products and the original sources of Conflict Minerals. In this regard, the Company does not purchase Conflict Minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of Conflict Minerals that are included in the Covered Products. Moreover, the Company believes that the smelters and refiners of the Conflict Minerals are best situated to identify the sources of Conflict Minerals, and therefore has taken steps to identify the applicable smelters and refiners of Conflict Minerals in the Company's supply chain. Conflict Mineral Policy Dynasil adopted a policy relating to the Conflict Minerals (the "Company Policy"), incorporating the standards set forth in OECD Guidance. The Company Policy outlines the Company's commitment to the responsible sourcing of its products and its expectations that its suppliers will be similarly committed to responsible sourcing in the supply chain. The Company Policy states, among other things, that suppliers: (i) should not supply us with any products or other materials that directly or indirectly finance or benefit armed groups in the Covered Countries; (ii) are expected to source Conflict Minerals only from sources that are DRC conflict free; (iii) should develop policies, due diligence processes and management systems that are reasonably designed to prevent products or materials that are not DRC conflict free from entering the Company's supply chain; and (iv) are expected to take steps to identify the smelter, refiner or mine from which Conflict Minerals originate, and to provide information to the Company necessary to facilitate its compliance efforts with respect to the Rule. Our policy is publicly available on our website at www.dynasil.com under "Corporate Governance". RCOI The Company conducted a good faith reasonable country of origin inquiry ("RCOI") regarding the Conflict Minerals as described in the Company's Form SD to which this Report is an exhibit. This good faith RCOI was designed to determine whether any of the Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources. As a result of the RCOI, the Company was unable to determine that none of the Conflict Minerals contained in the Covered Products originated in the Covered Countries or were from recycled or scrap sources. Due Diligence Process Based on the results of the RCOI, the Company exercised due diligence on the source and chain of custody of the Conflict Minerals. The Company's due diligence measures have been designed to conform to the framework in the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the "OECD Guidance"). The Company's due diligence process was designed to both gather information on the country of origin and to educate our internal staff and suppliers regarding this initiative. Our due diligence process is based on the following five- step framework provided by the OECD Guidance: * Establishing strong company management systems * Identifying and assessing risks in the supply chain * Designing and implementing a strategy to respond to identified risks * Carrying out an independent third-party audit of supply chain due diligence at identified points in the supply chain * Reporting annually on supply chain due diligence Under the Rule, the independent third-party audit contemplated by the OECD Guidance is not required until the Company's report for the period ending December 31, 2017. Findings and Conclusions Based on the information obtained pursuant to our RCOI and the due diligence process, Dynasil does not have sufficient information with respect to the Covered Products to determine the country of origin of all the Conflict Minerals in the Covered Products; however, based on the information that was provided by the responding suppliers and otherwise obtained by Dynasil through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict Minerals contained in some of the Covered Products included the smelters and refiners listed below: Metal Smelter: Smelter Name Smelter ID Gold Advanced Chemical Company CID000015 Gold Western Australian Mint trading as The Perth Mint CID002030 Gold Argor-Heraeus S.A. CID000077 Gold Asahi Pretec Corp. CID000082 Gold CCR Refinery - Glencore Canada Corporation CID000185 Gold The Refinery of Shandong Gold Mining Co., Ltd. CID001916 Gold Heimerle + Meule GmbH CID000694 Gold Heraeus Precious Metals GmbH & Co. KG CID000711 Gold Asahi Refining USA Inc. CID000920 Gold Kennecott Utah Copper LLC CID000969 Gold Materion CID001113 Gold Metalor Technologies S.A. CID001153 Gold Elemetal Refining, LLC CID001322 Gold Royal Canadian Mint CID001534 Gold Shandong Zhaojin Gold & Silver Refinery Co., Ltd. CID001622 Gold United Precious Metal Refining, Inc. CID001993 Tantalum Ningxia Orient Tantalum Industry Co., Ltd. CID001277 Tin Alpha CID000292 Tin Cooperativa Metalurgica de Rondonia Ltda. CID000295 Tin CV Gita Pesona CID000306 Tin PT Justindo CID000307 Tin PT Aries Kencana Sejahtera CID000309 Tin CV Serumpun Sebalai CID000313 Tin CV United Smelting CID000315 Tin EM Vinto CID000438 Tin EM Vinto CID000438 Tin EM Vinto CID000438 Tin Alpha CID000292 Tin Fenix Metals CID000468 Tin Minsur CID001182 Tin Gejiu Non-Ferrous Metal Processing Co., Ltd. CID000538 Tin China Tin Group Co., Ltd. CID001070 Tin China Tin Group Co., Ltd. CID001070 Tin Malaysia Smelting Corporation (MSC) CID001105 Tin PT Timah (Persero) Tbk Mentok CID001482 Tin Metallo-Chimique N.V. CID002773 Tin Mineracao Taboca S.A. CID001173 Tin Minsur CID001182 Tin Mitsubishi Materials Corporation CID001191 Tin Malaysia Smelting Corporation (MSC) CID001105 Tin Operaciones Metalurgical S.A. CID001337 Tin PT Artha Cipta Langgeng CID001399 Tin PT Babel Inti Perkasa CID001402 Tin PT Bangka Tin Industry CID001419 Tin PT Belitung Industri Sejahtera CID001421 Tin PT Bukit Timah CID001428 Tin PT DS Jaya Abadi CID001434 Tin PT Eunindo Usaha Mandiri CID001438 Tin PT Mitra Stania Prima CID001453 Tin PT Panca Mega Persada CID001457 Tin PT Refined Bangka Tin CID001460 Tin PT Sariwiguna Binasentosa CID001463 Tin PT Stanindo Inti Perkasa CID001468 Tin PT Sumber Jaya Indah CID001471 Tin PT Timah (Persero) Tbk Kundur CID001477 Tin PT Timah (Persero) Tbk Mentok CID001482 Tin PT Tinindo Inter Nusa CID001490 Tin Yunnan Tin Company Limited CID002180 Tin Mineracao Taboca S.A. CID001173 Tin Yunnan Tin Company Limited CID002180 Tin Yunnan Tin Company Limited CID002180 Tin Jiangxi Ketai Advanced Material Co., Ltd. CID000244 Tin CNMC (Guangxi) PGMA Co., Ltd. CID000278 Tin PT Justindo CID000307 Tin PT Aries Kencana Sejahtera CID000309 Tin Dowa CID000402 Tin Estanho de Rondonia S.A. CID000448 Tin Gejiu Zili Mining And Metallurgy Co., Ltd. CID000555 Tin Huichang Jinshunda Tin Co., Ltd. CID000760 Tin Gejiu Kai Meng Industry and Trade LLC CID000942 Tin China Tin Group Co., Ltd. CID001070 Tin O.M. Manufacturing (Thailand) Co., Ltd. CID001314 Tin Operaciones Metalurgical S.A. CID001337 Tin PT Karimun Mining CID001448 Tin PT Prima Timah Utama CID001458 Tin PT Tommy Utama CID001493 Tin Rui Da Hung CID001539 Tin Soft Metais Ltda. CID001758 Tin Thaisarco CID001898 Tin White Solder Metalurgia e Mineracao Ltda. CID002036 Tin CV Venus Inti Perkasa CID002455 Tin Magnu's Minerais Metais e Ligas Ltda. CID002468 Tin PT Tirus Putra Mandiri CID002478 Tin PT Wahana Perkit Jaya CID002479 Tin Melt Metais e Ligas S.A. CID002500 Tin PT ATD Makmur Mandiri Jaya CID002503 Tin O.M. Manufacturing Philippines, Inc. CID002517 Tin PT Inti Stania Prima CID002530 Tin Resind Industria e Comercio Ltda. CID002706 Tungsten Global Tungsten & Powders Corp. CID000568 Tungsten Xiamen Tungsten (H.C.) Co., Ltd. CID002320 Tungsten Kennametal Huntsville CID000105 Tungsten Chongyi Zhangyuan Tungsten Co., Ltd. CID000258 Tungsten Ganzhou Huaxing Tungsten Products Co., Ltd. CID000875 Tungsten Global Tungsten & Powders Corp. CID000568 Tungsten Jiangxi Yaosheng Tungsten Co., Ltd. CID002316 Tungsten H.C. Starck GmbH CID002541 Tungsten H.C. Starck Smelting GmbH & Co.KG CID002542 Tungsten Hunan Chenzhou Mining Co., Ltd. CID000766 Tungsten Hunan Chunchang Nonferrous Metals Co., Ltd. CID000769 Tungsten Japan New Metals Co., Ltd. CID000825 Tungsten Jiangxi Gan Bei Tungsten Co., Ltd. CID002321 Tungsten Jiangxi Xinsheng Tungsten Industry Co., Ltd. CID002317 Tungsten Kennametal Huntsville CID000105 Tungsten Tejing (Vietnam) Tungsten Co., Ltd. CID001889 Tungsten Wolfram Bergbau und Hutten AG CID002044 Tungsten Xiamen Tungsten (H.C.) Co., Ltd. CID002320 Tungsten Xiamen Tungsten Co., Ltd. CID002082 Tungsten Xinhai Rendan Shaoguan Tungsten Co., Ltd. CID002095 Our efforts to determine the mine or location of origin of the Conflict Minerals in the Covered Products consisted of the due diligence measures described in this Report. In particular, because independent third party audit programs validate whether sufficient evidence exists regarding country, mine and/or location of origin of the Conflict Minerals that the audited smelter or refiner facilities have processed, we relied on the information made available by such programs for the smelters and refiners in our supply chain. Dynasil was unable to ascertain the country of origin and/or chain of custody of all necessary Conflict Minerals processed by these facilities because, for this reporting period, certain smelter and refiner facilities had not yet received a "conflict free" designation from an independent third party audit program. Risk Mitigation Steps Dynasil has taken and expects to continue to take the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary Conflict Minerals contained in our products benefit armed groups in the Covered Countries: - continue to engage suppliers to obtain current, accurate and complete information about the supply chain; - encourage suppliers to implement responsible sourcing and to have them encourage smelters and refiners to obtain a "conflict-free" designation from an independent, third-party auditor; and - engaging in industry initiatives encouraging "conflict-free" supply chains.