UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
DORMAN PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 000-18914 | 23-2078856 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3400 East Walnut Street, Colmar, Pennsylvania | 18915 | |
| (Address of principal executive offices) | (Zip Code) |
Thomas J. Knoblauch (215) 712-5222
(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 period from January 1 to December 31, 2013. |
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Form SD of Dorman Products, Inc. (the “Company”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013.
A copy of the Company’s Conflict Minerals Report for the reporting period January 1, 2013 to December 31, 2013 is filed as Exhibit 1.02 to this Form SD, and is publicly available at www.dormanproducts.com. The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference into this Form SD.
Item 1.02 Exhibit
As specified in Section 2, Item 2.01 of this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.02 to this report.
Section 2 – Exhibits
Item 2.01 Exhibits
| Exhibit |
Description | |
| 1.02 | Conflict Minerals Report of Dorman Products, Inc. | |
SIGNATURE
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.
DORMAN PRODUCTS, INC.
| By: | /s/ Matthew Kohnke |
Date: May 30, 2014 | ||||
| Name: | Matthew Kohnke | |||||
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.02 | Conflict Minerals Report of Dorman Products, Inc. | |
EXHIBIT 1.02
DORMAN PRODUCTS, INC.
Conflict Minerals Report
Introduction
This Conflict Minerals Report (the “Report”) of Dorman Products, Inc. (the “Company”, “we”, “us”, or “our” refers to Dorman Products, Inc. and its subsidiaries) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013.
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products and minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which are collectively referred to in this report as “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 Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, Conflict Minerals are necessary to the functionality of certain of the Company’s products that the Company contracts to manufacture.
The Company has adopted a Conflict Minerals Policy Statement (the “Company Policy”). The Company Policy provides that (i) the Company supports the effort to end the human rights violations and violence in the Covered Countries; (ii) it is the goal of the Company to procure products that are certified as “conflict free;” and (iii) the Company will work diligently to ensure compliance with this commitment and will undertake reasonable due diligence within its supply chain to ensure that all of its vendors support this effort. A copy of the Company Policy is available at www.dormanproducts.com. The content of any website referred to in this Report is included for general information only and is not incorporated by reference into this Form SD.
Description of the Company and the Products Covered by this Report
The Company is a supplier of replacement parts and fasteners for passenger cars, light trucks and heavy duty trucks in the automotive aftermarket, many of which the Company designs and engineers. The Company groups its products into four major classes (the “Product Groups”): power-train, automotive body, chassis, and hardware. The power-train product line includes intake and exhaust manifolds, cooling products, harmonic balancers, fluid lines, fluid reservoirs, connectors, 4 wheel drive components and axles, drain plugs, and other engine, transmission and axle components. Automotive body products include door handles and hinges, window lift motors, window regulators, switches and handles, wiper components, lighting, electrical, and other interior and exterior automotive body components. Chassis products include brake hardware and hydraulics, wheel and axle hardware, suspension arms, knuckles, links, bushings, and other suspension, steering and brake components. Hardware products
include threaded bolts, auto body and home fasteners, automotive and home electrical wiring components, and other hardware assortments and merchandise. Conflict Minerals are necessary to the functionality of certain of the Company’s products that the Company contracted to manufacture and for which the manufacture was completed during calendar year 2013 (the “Covered Products”). The Covered Products includes products from each of the four Product Groups. A list of the Covered Products is set forth on Appendix A to this Report.
Supply Chain Risk Management
The Company has identified certain supply chain risk categories which include disruptions, delays, systems, forecast, intellectual property, procurement, receivables, inventory and capacity. There is no simple solution to managing supply chain risk. The implementation of one strategy intended to mitigate a particular risk (e.g. purchase all product from one supplier to improve efficiencies) may cause the supply chain to face another risk (e.g. purchasing all product from one supplier increases the risk of disruptions and delays from events occurring near the supplier’s location). The Company minimizes its supply chain risk through the adoption of contingency planning and having a resilient and agile supply chain.
Due Diligence Measures Performed by the Company
The Company conducted a good faith reasonable country of origin inquiry with respect to the Conflict Minerals included in the Covered Products. This good faith inquiry was reasonably designed to determine whether any of the Conflict Minerals included in the Covered Products originated in the Covered Countries or were from recycled or scrap sources. The Company also performed due diligence with respect to the source and chain of custody of the Conflict Minerals included in the Covered Products. The Company’s due diligence measures were designed to conform to the framework in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum, and tungsten (the “OECD Guidance”).
Our Conflict Minerals project team is headed by our Vice President of Purchasing and includes members from our supply chain, engineering, quality, finance and legal departments. The team meets on a quarterly basis to discuss the due diligence process and progress. The Company’s supply chain with respect to the Covered Products is complex and there are many parties in the supply chain between the manufacturer of the Covered Products and the original source of the Conflict Minerals. As a contract manufacturer, we do not purchase Conflict Minerals directly from mines, smelters or refiners. Rather, we rely on the manufacturers to acquire the raw materials necessary for the Covered Products. The Company must therefore rely on its supply chain to provide information regarding the origin of the 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 our due diligence process includes steps to identify the applicable smelters and refiners of Conflict Minerals in the Company’s Covered Products supply chain.
We began the due diligence process by first creating a list of products that we contract to manufacture which contained Conflict Minerals. We then identified the names of vendors from
whom we contracted to manufacture such products. Once identified, we sent each vendor a Conflict Minerals reporting template (described below) and a letter with instructions on how to complete the reporting template. We have adopted the Electronic Industry Citizenship Coalition (EICC) Conflict Minerals Due Diligence Reporting Template (the “Template”) as a standard questionnaire for conducting inquiries into our supplier’s sources of metals. This Template was created by the EICC and the Global e-Sustainability Initiative (GeSI) as a common means for the collection of sourcing information related to Conflict Minerals.
In completing the Template, each vendor was asked, among other questions, whether the products or components they supplied to us or manufactured for us contained Conflict Minerals; the origin of such Conflict Minerals; to identify the sources of Conflict Minerals from their lower tier level suppliers; and to determine the smelter or mine origin. Suppliers and manufacturers were asked to return a copy of the Template once completed. Upon return of the Template, the Conflict Minerals project team reviewed the contents of the response. If information on a Template returned from a vendor appeared to be incomplete, incorrect, or not trustworthy, our purchasing team would return the Template to the supplier by email with a request to complete or correct the questionable information. All returned Templates are stored in our supply chain Conflict Minerals records database to which all project team members have access. We maintain our supply chain Conflict Minerals records in a database developed by us specifically for this purpose.
If a vendor indicates that it is not willing to abide by the Company Policy or if the Company determines that a supplier is not sourcing Conflict Minerals in accordance with the Company Policy, the Company will take steps to replace that vendor as a source for Covered Products at the earliest practicable time.
As a contract manufacturer, we are a downstream purchaser of Conflict Minerals. As a result, our due diligence process can provide only reasonable, not absolute, assurance regarding the source and chain of custody of the conflict minerals necessary to the function of the Covered Products. Our process relies on data obtained directly from our vendors who seek similar information within their supply chain to identify the original sources of the necessary Conflict Minerals. Such sources of information may yield inaccurate or incomplete information.
Based on the information that was provided by the Company’s vendors and otherwise obtained 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 the Covered Products included the smelters and refiners listed on Appendix B to this report.
Based on the information obtained pursuant to the due diligence process, the Company does not have sufficient information with respect to the Covered Products to determine the country of origin of the Conflict Minerals in the Covered Products. The Company’s 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. During the next compliance period, the Company intends to continue to engage, directly or through its supply chain, with the smelters and refiners set forth on Appendix B in order to identify the country of origin and mine or location of origin of the Conflict Minerals in the Covered Products.
The Company expects 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 the Company’s products finance or benefit armed groups in the Covered Countries: (i) the Company will continue to engage with vendors, smelters and refiners in its supply chain to obtain current, accurate and complete information about the supply chain; (ii) the Company will again request information and supporting data from each vendor who provides the Company with Covered Products by utilizing the Template; and will pursue a fully and accurately completed Template; (iii) the Company is implementing contractual provisions in agreements with its suppliers or manufacturers that require the supplier or manufacturer to abide by the terms of the Company’s Conflict Mineral Policy; and (iv) the Company encourages its vendors to have only verifiably “conflict free” sources.
APPENDIX A
COVERED PRODUCTS
APPENDIX B
SMELTERS AND REFINERS