UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Digi International Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-34033 | 41-1532464 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 11001 Bren Road East Minnetonka, Minnesota |
55343 | |
| (Address of principal executive offices) | (Zip Code) |
David H. Sampsell
Vice President, General Counsel & Corporate Secretary
952-912-3444
(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. |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Digi International Inc. (the “Company,” “we,”, “us”, “our”) has filed a Conflict Minerals Report for the reporting period from January 1, 2013 to December 31, 2013 (the “2013 Conflict Minerals Report”), which is referenced in Item 1.02 below, filed as an exhibit to this Form SD and also publicly available on our website at www.digi.com.
Item 1.02 Exhibits
A copy of the Company’s 2013 Conflict Minerals Report is filed as Exhibit 1.02 attached to this Form SD.
Section 2 – Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report:
| Exhibit |
Description | |
| 1.02 | 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.
| Digi International Inc. |
||||||
| By | /s/ David H. Sampsell | June 2, 2014 | ||||
| David H. Sampsell Vice President, General Counsel & Corporate Secretary |
(Date) | |||||
Exhibit 1.02
Conflict Minerals Report
| I. | Introduction |
This Conflict Minerals Report (the “Report”) of Digi International Inc. (“Company,” “we,” “us” or “our”) 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 the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which we refer to in this report as the “conflict minerals,” are gold, columbite-tantalite, cassiterite and wolframite, including their derivatives 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.
We are a leading provider of machine-to-machine networking hardware and solutions that enable the connection, monitoring and control of local or remote physical assets by electronic means. These networking products and solutions can connect communication hardware to a physical asset, convey information about the asset’s status and performance to a computer system and then use that information to improve or automate one or more processes. As described in this Report, certain of the products we manufacture or contract to manufacture contain components that include conflict minerals that are necessary to the functionality or production of those products. In this Report we refer to such products which were manufactured during calendar year 2013 as the “covered products.” The covered products are hardware products we sell that generally include: embedded modules, gateways, adapater cards and device and terminal servers. Neither the software or services our company sold to customers during calendar year 2013 are considered covered products as these products contain no conflict minerals.
Covered products contain components we purchased from third parties that use tin, tantalum, tungsten and/or gold. We do not source these conflict minerals directly. Due to the depth of our supply chain, we are far removed from the sources of ore from which these metals are produced and the smelters/refiners that process those ores. Our efforts undertaken to identify the countries of origin of those ores reflect our circumstances and position in the supply chain. The amount of information available globally on the traceability and sourcing of the conflict minerals is extremely limited at this time. We have taken steps to identify the applicable smelters and refiners of such conflict minerals in our supply chain; however, we believe that the smelters and refiners of the conflict minerals contained in the covered products are best situated to identify the sources of the conflict minerals.
| II. | Reasonable Country of Origin Inquiry as well as Design and Performance of Due Diligence Measures |
We have conducted a good faith reasonable country of origin inquiry regarding the conflict minerals. This inquiry was reasonably designed to determine whether any of the conflict minerals originated in the covered countries and whether any of the conflict minerals may have been from recycled or scrap sources. Our due diligence measures have been designed to conform in all material respects 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 (the “OECD Guidance”).
We maintain a policy relating to conflict minerals that incorporates the OECD Guidance. The policy is found at the following url: www.digi.com/aboutus/environment/conflictminerals. This policy has also been communicated directly to our direct suppliers.
We group components and materials included in our products based on whether they might contain a conflict mineral. In this manner we determined the scope of our covered products.
We asked direct suppliers who provide us with materials and components for our products that might contain a conflict mineral to make a reasonable determination if raw materials, consumables or purchased components they provide to us contain conflict minerals. We asked these suppliers to complete a supply chain compliance questionnaire based on the Electronic Industry Citizenship Coalition (EICC) - Global e-Sustainability Initiative (EICC-GeSI) Conflict Minerals Common Reporting Template reflecting our position on the supply chain. The EICC-GeSI Conflict Minerals Common Reporting Template is regarded as the most common reporting tool for conflict minerals content and sourcing information worldwide, developed by several of the world’s leading consumer electronics brands.
We received statements or responses from all of the direct suppliers who supply us with materials or components that we believe may contain conflict minerals as well as suppliers representing 90% of our supply chain spend. We reviewed the statements and responses we received for completeness and consistency of answers. Certain suppliers were asked to provide corrections and clarifications where needed.
Certain responses from our direct suppliers contained names of smelters who processed conflict minerals contained in our products. We reviewed the names of these smelters against the conflict-free compliant smelter list of the EICC.
The results of our due diligence were reviewed with members of our senior management team and summarized for our Board of Directors during a regularly scheduled meeting of the Board.
Based on the above statements, we believe our RCOI process and due diligence measures were reasonably designed and performed in good faith.
| III. | Product Determination |
Many of our hardware products contain materials or components that include one or more of the conflict minerals. Notwithstanding our efforts described above, we have been unable to determine, after exercising due diligence, whether our hardware products are DRC conflict free and, therefore, these products are DRC conflict undeterminable. We received no information from our direct suppliers indicating that the tin, tantalum, tungsten or gold in our products originated in the covered countries, although we have been unable to confirm the sourcing status of these minerals for each of the smelters listed below.
| IV. | Smelter Information |
Our suppliers also provided us with the names of approximately 80 smelters/refiners who our direct suppliers have identified as processing the necessary conflict minerals in our hardware products and who have been defined as compliant by the EICC’s Conflict-Free Mineral Program. Below is a listing of smelters, to the extent known, who our direct suppliers stated provided conflict minerals included in our hardware products that are not presently defined as compliant by the EICC, along with the smelter facility country location. The sourcing status for each of these smelters is unknown.
2
| Standard Smelter Names (*) |
Smelter Facility Location: Country (*) | |
| 5N Plus | GERMANY | |
| A.L.M.T. Corp. | CHINA, JAPAN | |
| Advanced Chemical Company | UNITED STATES | |
| Aida Chemical Industries Co. Ltd. | JAPAN | |
| AIM | CANADA | |
| Alldyne Powder Technologies | UNITED STATES | |
| Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN | |
| Alta Group | UNITED STATES | |
| Altlantic Metals | UNITED STATES | |
| American Iron and Metal | CANADA | |
| An Xin Xuan Xin Yue You Se Jin Shu Co. Ltd. | INDONESIA | |
| Asaka Riken Co Ltd | JAPAN | |
| ATI Tungsten Materials | UNITED STATES | |
| Aurubis AG | GERMANY | |
| Axis Material Ltd | JAPAN | |
| Bangka | INDONESIA | |
| Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES | |
| Baoshida Swissmetall | SWITZERLAND | |
| Beijing Zenith Materials | CHINA | |
| Boliden AB | SWEDEN | |
| Buffalo Tungsten | CHINA | |
| Cabot | UNITED STATES | |
| Caridad | MEXICO | |
| CB-Ceratizit CN | CHINA | |
| Cendres & Métaux SA | SWITZERLAND | |
| Ceratizit S.A | LUXEMBOURG | |
| CFC Cooperativa dos Fundidores de Cassiterita da Amazônia Ltda. | BRAZIL | |
| ChangChun up-optech | CHINA | |
| Chaozhou Xianglu Tungsten Industry Co Ltd | CHINA | |
| Chengfeng Metals Co Pte Ltd | CHINA | |
| China Minmetals Nonferrous Metals Co Ltd | CHINA | |
| China Tin Group Co., Ltd. | CHINA | |
| China Tin Smelter Co. Ltd | CHINA | |
| Chongyi Zhangyuan Tungsten Co Ltd | CHINA | |
| Chugai Mining | JAPAN | |
| CIF | BRAZIL | |
| CNMC (Guangxi) PGMA Co. Ltd. | CHINA | |
| Codelco | CHILE | |
| Cookson Alpha Metals(Shenzhen) Co. Ltd | China | |
| Cooper Santa | BRAZIL | |
| COOPERMETAL - Cooperative Metalurgica de Rondonia Ltda. | BRAZIL | |
| Coopersanta | BRAZIL | |
| CV Duta Putra Bangka | INDONESIA |
3
| CV JusTindo | INDONESIA | |
| CV Makmur Jaya | INDONESIA | |
| CV Nurjanah | INDONESIA | |
| CV Prima Timah Utama | INDONESIA | |
| CV Serumpun Sebalai | INDONESIA | |
| CV United Smelting | INDONESIA | |
| CWB Materials | UNITED STATES | |
| Daejin Indus Co. Ltd | SOUTH KOREA | |
| DAERYOUNG E&C | SOUTH KOREA | |
| DaeryungENC | SOUTH KOREA | |
| Dayu Wailiang Tungsten Co., Ltd | CHINA | |
| Do Sung Corporation | SOUTH KOREA | |
| Dongguanshi Sutande Dianzi Cailiao Youxiangongsi | CHINA | |
| Dosung metal | SOUTH KOREA | |
| Echememi Enterprise Corp (Futures Exchange) | CHINA | |
| Eco-System Recycling Co. Ltd | JAPAN | |
| EM Vinto | BOLIVIA | |
| Ethiopian Minerals Development Share Company | ETHIOPIA | |
| Feinhütte Halsbrücke GmbH | GERMANY | |
| Fenix Metals | POLAND | |
| FSE Novosibirsk Refinery | RUSSIA | |
| Fujian Jinxin Tungsten Co. Ltd | CHINA | |
| Fujian Nanping | CHINA | |
| Gannon & Scott | UNITED STATES | |
| Ganzhou Grand Sea W & Mo Group Co Ltd | CHINA | |
| Ganzhou Hongfei W&Mo Materials Co. Ltd. | CHINA | |
| Ganzhou sinda W&Mo Co., Ltd | CHINA | |
| Gebrueder Kemper GMBH | GERMANY | |
| Gejiu Gold Smelter Minerals Co. Ltd. | CHINA | |
| Gejiu Yunxin Colored Electrolytic Co. Ltd. | CHINA | |
| Gejiu Zi-Li | CHINA | |
| Gold Bell Group | CHINA | |
| Gomat-e-K. | GERMANY | |
| Grillo Handel | GERMANY | |
| Guangdong Jinding Advanced Materials Co.,Ltd(Formerly:Guangdong Gaoyao Hetai Gold Mine) | CHINA | |
| Guangxi China Tin Group Co., Ltd. | CHINA | |
| H.C. Starck GmbH | JAPAN, RUSSIA, UNITED STATES | |
| Harima Smelter | JAPAN | |
| Heraeus (zhaoyuan)Precious Metal Materials Co., Ltd. | CHINA |
4
| Heraeus Precious Metals GmbH & Co. KG | GERMANY | |
| Heraeus Technology Center | HONG KONG | |
| Heraeus Zhaoyuan Precious Metal Materials Co., Ltd. | China | |
| Hisikari Mine | JAPAN | |
| Huaxi Guangxi Group | CHINA | |
| Huichang Jinshunda Tin Co. Ltd | CHINA | |
| Hunan Chenzhou Mining Group Co | CHINA | |
| Hunan Chun-chang Non-ferrous Smelting & Concentrating Co., Ltd. | CHINA | |
| Hwasung CJ Co., Ltd | SOUTH KOREA | |
| IBF IND Brasileira de Ferrolligas Ltda | BRAZIL | |
| IES Technical Sales | UNITED STATES | |
| Iljin Diamond Co. Ltd | SOUTH KOREA | |
| Indonesian State Tin Corporation Mentok Smelter | INDONESIA | |
| Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | CHINA | |
| Jada Electronic limited (JX Nippon Mining & Metal Co., Ltd) | JAPAN | |
| Japan Mint | JAPAN | |
| Japan New Metals Co Ltd | JAPAN | |
| Jean Goldschmidt International | BELGIUM | |
| Jiangxi Copper Company Limited | CHINA | |
| Jiangxi Nanshan | CHINA | |
| Jiangxi Rare Earth & Rare Metals Tungsten Group Corp | CHINA | |
| Jiangxi Tungsten Industry Group Co Ltd | CHINA | |
| Jiangxi Yichun | CHINA | |
| Jinlong Copper Co., Ltd. | CHINA | |
| JSC Ekaterinburg Non-Ferrous Metal Processing Plant | RUSSIA | |
| JSC Uralectromed | RUSSIA | |
| Kai Unita Trade Limited Liability Company | CHINA | |
| Kaimeng(Gejiu) Industry and Trade Co., Ltd. | CHINA | |
| Kanto Denka Kogyo Co., Ltd. | JAPAN | |
| Kazzinc Ltd | KAZAKHSTAN | |
| KEMET Blue Metals | MEXICO | |
| Kennametal Inc. | UNITED STATES | |
| Kennecott Utah Copper | UNITED STATES | |
| Kennemetal Inc | UNITED STATES | |
| Ketabang | INDONESIA | |
| KOBA | INDONESIA | |
| Kojima Chemicals Co. Ltd. | JAPAN |
5
| Korea Metal | SOUTH KOREA | |
| Kovohute Pribram NastupnickaA.S. | CZECH REPUBLIC | |
| Kupol | RUSSIA | |
| Kyoritsu Gokin Co. Ltd. | JAPAN | |
| Kyrgyzaltyn JSC | KYRGYZSTAN | |
| La Caridad | MEXICO | |
| Laibin China Tin Smelting Co., Ltd. | CHINA | |
| Linwu Xianggui Smelter Co. Ltd | CHINA | |
| Liuzhou China Tin | CHINA | |
| LMBA | GERMANY | |
| London Bullion Market Association | UNITED KINGDOM | |
| Malaysia Smelting Corporation Berhad | MALAYSIA | |
| Metahub Industries Sdn. Bhd. | MALAYSIA | |
| Metal Do | JAPAN | |
| Metallic Resources Inc | UNITED STATES | |
| Metallo Chimique | BELGIUM | |
| Metalor Technologies Singapore Pte Ltd | SINGAPORE | |
| Met-Mex Peñoles, S.A. | MEXICO | |
| Midwest Tungsten Wire Co. | UNITED STATES | |
| Minmetals Ganzhou Tin Co. Ltd. | CHINA | |
| Mitsubishi Electric Metecs Co., Ltd. | JAPAN | |
| Mitsui & Co. Precious Metals Inc. Hong Kong Branch | HONG KONG | |
| Mitsui Mining & Smelting Co., Ltd | JAPAN | |
| Moscow Special Alloys Processing Plant | RUSSIA | |
| N.E.Chemcat Corporation | JAPAN | |
| Nanchang Cemented Carbide Limited Liability Company | CHINA | |
| Nathan Trotter & Co | UNITED STATES | |
| Navoi Mining and Metallurgical Combinat | UZBEKISTAN | |
| Nihon Material Corporation | JAPAN | |
| Niihama Nickel Refinery | JAPAN | |
| Ningbo Kangqiang | CHINA | |
| NingHua XingLuoKeng TungSten Mining CO., LID | CHINA | |
| Nippon Filler Metals Ltd | JAPAN | |
| Nippon Mining | JAPAN | |
| North American Tungsten | COLOMBIA | |
| North American Tungsten Corporation Ltd. | CANADA | |
| Novosibirsk Integrated Tin Works | RUSSIA | |
| NTET, Thailand | THAILAND | |
| OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | RUSSIA |
6
| OJSC Kolyma Refinery | RUSSIA | |
| Operaciones Metalurgica S.A. | BOLIVIA | |
| Orelec | FRANCE | |
| Pan Pacific Copper Co. LTD | JAPAN | |
| Plansee | AUSTRIA | |
| Precious Metal Sales Corp. | UNITED STATES | |
| Prioksky Plant of Non-Ferrous Metals | RUSSIA | |
| PT Alam Lestari Kencana | INDONESIA | |
| PT Aneka Tambang (Persero) Tbk | INDONESIA | |
| PT Artha Cipta Langgeng | INDONESIA | |
| PT Babel Inti Perkasa | INDONESIA | |
| PT Babel Surya Alam Lestari | INDONESIA | |
| PT Bangka Kudai Tin | INDONESIA | |
| PT Bangka Putra Karya | INDONESIA | |
| PT Bangka Timah Utama Sejahtera | INDONESIA | |
| PT Bangka Tin Industry | INDONESIA | |
| PT Belitung Industri Sejahtera | INDONESIA | |
| PT BilliTin Makmur Lestari | INDONESIA | |
| PT DS Jaya Abadi | INDONESIA | |
| PT Eunindo Usaha Mandiri | INDONESIA | |
| PT Fang Di MulTindo | INDONESIA | |
| PT HP Metals Indonesia | INDONESIA | |
| PT Indra Eramulti Logam Industri | INDONESIA | |
| PT Koba | INDONESIA | |
| PT Koba Tin | INDONESIA | |
| PT Mitra Stania Prima | INDONESIA | |
| PT Putra Karya | INDONESIA | |
| PT Refined Banka Tin | INDONESIA | |
| PT Sariwiguna Binasentosa | INDONESIA | |
| PT Stanindo Inti Perkasa | INDONESIA | |
| PT Sumber Jaya Indah | INDONESIA | |
| PT Tambang Timah | INDONESIA | |
| PT Timah | INDONESIA | |
| PT Timah Nusantara | INDONESIA | |
| PT Tinindo Inter Nusa | INDONESIA | |
| PT Yinchendo Mining Industry | INDONESIA | |
| PT Citralogam Alphasejahtera | INDONESIA | |
| Pure Technology | RUSSIA | |
| PX Precinox SA | SWITZERLAND | |
| Richard Stenzhorn GmbH | GERMANY | |
| Rui Da Hung | CHINA |
7
| Rui Da Hung | TAIWAN | |
| Sabin Metal Corp. | UNITED STATES | |
| Samhwa non-ferrorus Metal ind.co.ltd | SOUTH KOREA | |
| Samwon Metal | SOUTH KOREA | |
| Samwon Metals Corp. | SOUTH KOREA | |
| Sandvik Material Technology | SWEDEN | |
| Schone Edelmetaal | NETHERLANDS | |
| Senju Metal Industry Co. Ltd. | JAPAN | |
| Shan Dong Huangjin | CHINA | |
| Shandong Zhaojin Gold & Silver Refinery Co. Ltd | CHINA | |
| shandong zhaojin gold refining co., ltd | CHINA | |
| Shandong Zhaojin Group Co. | CHINA | |
| Shanghai Gold Exchange | CHINA | |
| ShangHai YueQiang Metal Products Co., LTD | CHINA | |
| Shenzhen Chemicals & light industry co., ltd | CHINA | |
| Sincemat Co, Ltd | CHINA | |
| Singapore LME Tin | SINGAPORE | |
| So Accurate Refining Services | UNITED STATES | |
| SOE Shyolkovsky Factory of Secondary Precious Metals | RUSSIA | |
| Sumitomo | CANADA, CHINA | |
| Sumitomo Electric Industries | JAPAN | |
| Sumitomo Electric, USA (A.L.M.T.) | UNITED STATES | |
| Sumitomo Metal Mining Co., Ltd. | JAPAN | |
| Sundwigger Messingwerk | GERMANY | |
| Suzhou Xingrui Noble | CHINA | |
| Sylham | UNITED STATES | |
| Taicang City Nancang Metal Meterial Co., Ltd | CHINA | |
| Tamura | JAPAN | |
| TE Electronics | UNITED KINGDOM, UNITED STATES | |
| Thailand Smelting & Refining Co., Ltd. | THAILAND | |
| The Great Wall Gold and Silver Refinery of China | CHINA | |
| The Hutti Gold Mines Co. Ltd | INDIA | |
| The Miller Company | UNITED STATES | |
| The Refinery of Shandong Gold Mining Co. Ltd | CHINA | |
| Tian Cheng chemical industry | CHINA | |
| Tong Ding Metal Company. Ltd. | CHINA | |
| Tongling Nonferrous Metals Group Holdings Co., Ltd | CHINA | |
| Torecom | SOUTH KOREA | |
| Traxys | FRANCE | |
| Triumph Northwest | UNITED STATES | |
| Unit Metalurgi PT Timah (Persero ) Tbk | INDONESIA |
8
| Unit Timah Kundur PT Tambang | INDONESIA | |
| Westfalenzinn | GERMANY | |
| White Solder Metalurgia | BRAZIL | |
| Wolfram Bergbau und Hütten AG | AUSTRIA | |
| Wolfram Company CJSC | RUSSIA | |
| Wort Wayne Wire Die | UNITED STATES | |
| Xiamen Golden Egret Special Alloy Co. Ltd. | CHINA | |
| Xiamen Honglu Tungsten Molybdenum Industry Co., Ltd | CHINA | |
| Xiamen Tungsten Co Ltd | CHINA | |
| Yantai Zhaojin Kanfort Precious Metals Co., Ltd. | CHINA | |
| Yokohama Metal Co Ltd | JAPAN | |
| Yunan Tin Group | CHINA | |
| Yunnan Chengfeng | CHINA | |
| Yunnan Chengo Electric Smelting Plant | CHINA | |
| Zhejiang Huangyan Xinqian Electrical Parts Factory | CHINA | |
| Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | |
| Zhuzhou Cemented Carbide Group Co Ltd | CHINA | |
| Zijin Mining Group Co. Ltd | CHINA |
9
| V. | Steps to Improve Due Diligence |
We will continue to communicate our expectations and information requirements to our direct suppliers. We will also continue to monitor changes in circumstances that may impact the facts or our determination. Over time, we anticipate that the amount of information globally on the traceability and sourcing of conflict minerals will likely increase and improve our knowledge. We will continue to make inquiries to our direct suppliers and undertake additional fact and risk assessments where potentially relevant changes in facts or circumstances are identified. If we become aware of a supplier whose due diligence needs improvement, we intend to continue the trade relationship while that supplier improves its performance. We expect our suppliers to take similar measures with their suppliers to ensure alignment throughout the supply chain.
| VI. | Independent Private Sector Audit |
Not required for calendar year 2013.
10