UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM SD
Specialized Disclosure Report
DRAGONWAVE INC.
(Exact name of registrant as specified in its charter)
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Canada |
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001-34491 |
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Not Applicable |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
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incorporation or organization) |
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File Number) |
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Identification No.) |
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411 Legget Drive, Suite 600, Ottawa, Ontario, Canada |
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K2K 3C9 |
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(Address of principal executive offices) |
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(Zip Code) |
Patrick Houston (613) 599-9991
(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
Item 1.01 Conflict Minerals Disclosure and Report
DragonWave Inc. (“DragonWave”, “we”, “our” and “us”) is committed to sourcing components and materials from companies that share our values regarding respect for human rights, integrity and environmental responsibility. DragonWave has developed methods to track the origin of metals used in our products and we are using our reasonable best efforts to ensure that we do not directly or indirectly support violence and human rights abuses in the DRC region. We do not source directly from smelters of mines, and as a result we are working closely with our own suppliers to understand the sources of the metals contained in their products to assure conflict free metals in our supply chain.
Section 1502 of the Dodd Frank Financial Reform Act and U.S. Securities and Exchange Commission’s Final Regulation to Implement Section 1502 of the Dodd-Frank Act both require reporting entities to exercise due diligence regarding the origin and chain of custody of the conflict minerals contained in their manufactured products. If the due diligence inquiry determines that the conflict minerals originated in the covered countries (Angola, Burundi, Central Africa Republic, Rwanda, South Sudan, Tanzania, Uganda, and Zambia), the company is then obligated to determine whether the minerals financed or benefitted armed groups in the covered countries.
The foregoing description is qualified in its entirety by our Conflict Minerals Report, which is attached hereto as Exhibit 1.01 and is incorporated by reference.
Item 1.02 Exhibit
DragonWave has filed a conflict Minerals Report, which is attached as Exhibit 1.01 hereto and is publicly available at www.dragonwaveinc.com/conflict-minerals-policy.
Item 2.01 Exhibits
Exhibit 1.01
Conflict Minerals Report of DragonWave Inc. dated May 31, 2017
Exhibit 1.01
Exhibit 1.01 Conflict Minerals Report
This report for the year ended December 31, 2016 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934.
Background
In 2010, the United State Congress enacted Section 1502 of the Dodd Frank Financial Reform Act (the “Act”), which issued rules requiring certain companies to disclose their use of conflict minerals if those minerals are “necessary to the functionality or production of a product” manufactured by those companies. Under the act, those minerals include tantalum, tin, gold and tungsten and herein are referred to as “Conflict Minerals”.
Congress enacted this legislation because of concerns that the exploitation and trade of Conflict Minerals by armed groups is helping to finance conflict in the Democratic Republic of Congo (“DRC”) region and surrounding areas (Angola, Burundi, Central Africa Republic, Rwanda, South Sudan, Tanzania, Uganda, and Zambia) and is contributing to a humanitarian crisis.
Adherence to the Law
We are committed to ethical practices and full compliance with all applicable laws and regulations and support taking steps to ensure that the products received from our supply chain are responsibly sourced. We support efforts to increase transparency in the supply chain and regulations that ensure companies conduct business with integrity, respect and the highest ethical standards. In summary, we expect all of our vendors and suppliers to:
· Purchase materials from legitimate sources not involved in funding conflict in the DRC or adjoining countries.
· Avoid the use of Conflict Minerals which may directly or indirectly finance or benefit armed groups in the DRC or adjoining countries.
· Confirm that all Conflict Minerals used in products supplied or manufactured on our behalf are conflict-free, based on personal knowledge and / or written confirmations provided by the supplier.
· Cooperate with our due diligence process that was established to comply with the Act.
We adopted a formal policy on Conflict Minerals that reflects the principles above, and have made this policy available on our website at: www.dragonwaveinc.com.
Our Company and Products
DragonWave is a leading provider of high-capacity wireless Ethernet equipment used in emerging internet protocol (“IP”) networks. We design, develop, market and sell proprietary, carrier-grade microwave radio frequency networking equipment (often referred to as links), that transmit broadband voice, video and other data between two points. Our wireless carrier-Ethernet links, which are based on a native Ethernet platform, function as an extension to an existing fiber and global optic core telecommunications network. The principal application for our products is the backhaul function in a wireless communications network. Backhaul links connect the large amounts of network traffic aggregated by base stations and other collection points on the edge of the network to the high-capacity fiber optic infrastructure at the core of the network.
Additional applications for our products include point-to-point transport applications in private networks, including municipal and enterprise applications. Our products are primarily marketed under the Harmony and Horizon Compact Plus names.
The Due Diligence Process
Due Diligence is an on-going process under which we (with the cooperation of our vendors and suppliers) systematically gather information about the Conflict Minerals we utilize and our compliance with the Act. In the course of exercising due diligence as part of our initial adoption of the requirements under the Act, we utilized the Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. The OECD guidance is the only nationally and internationally recognized due diligence framework that provides management recommendations for responsible supply chains of minerals. We also utilized resources provided by the Conflict-Free Sourcing Initiative (“CFSI”), including the Conflict-Free Smelter Program (“CFSP”). The CFSO uses a third party audit to identify smelters and refiners that have systems in place to assure sourcing of only conflict —free minerals, to provide additional country of origin information.
Step 1: Evaluation of our products
The first step of our internal due diligence over our supply chain was to evaluate our products, as described above, to determine if they contain any Conflict Minerals that are necessary to the product’s functionality. Our products, like virtually all companies in the wireless and electronics industries, contain various metals, including tantalum, tin, tungsten and gold, (“3TG”) which originate in mines around the world. A summary of the results of our product level due diligence is as follows:
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Conflict Mineral |
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Raw Materials Impacted |
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Used in Which Finished Goods |
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Tantalum |
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Tantalum Capacitors |
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Used in Harmony, and Horizon products |
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Tin |
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Integrated Circuit Components, Passive Components |
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Used in Harmony, and Horizon products |
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Tungsten |
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Integrated Circuit Components |
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Used in Harmony, and Horizon products |
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Gold |
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Integrated Circuit components, Cable connectors, Printed circuit cards |
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Used in Harmony, and Horizon products |
Step 2: Design of a Due Diligence Process
After determining that certain of our raw material components contained Conflict Minerals that are necessary to the product’s functionality, we moved to the second step of our internal due diligence process.
In this process we reviewed the suppliers which provide components that are used in our links which contain Conflict Minerals (as described in the chart above). As part of this process we had formed a multi-disciplinary team to map out our strategy to comply with the Act and over the past three years, we have been formally approaching all of the suppliers that provide us with components which contain Conflict Minerals to obtain information about the products we are acquiring from them. As a downstream company, we do not directly purchase Conflict Minerals, nor do we have any direct relationship with mines or smelters that process these minerals and, as a result, we are highly reliant on the cooperation of our suppliers and vendors to determine the source of the 3TGs used in our products.
We used the Conflict Minerals Reporting Template developed by the Electronic Industry Citizenship Coalition — Global eSustainability Initiative (“EICC — GeSI”) to survey the relevant suppliers. The primary purpose of the survey was to determine the source of the identified Conflict Minerals, including the country of origin and the location of the mine or the smelter from which the minerals were produced. The template is also used to determine if the materials originated from scrap or recycled sources. We have developed a database of supplier responses and are tracking both the responses and compliance with the process. We now require that our suppliers provide completed EICC-GeSI declarations evidencing the supplier’s commitment to becoming conflict-free and documenting countries of origin for the Conflict Minerals that it purchases.
We approached the suppliers with the potential for conflict mineral usage and a significant majority of the suppliers have responded by completing the EICC — GeSI templates we sent. However, a substantial portion of our suppliers indicated that they sometimes source these minerals from recycling and scrap metal suppliers. In addition, a portion of our suppliers indicated that they are still working to identify the smelters that supply the Conflict Minerals to them. Based on the data provided by our suppliers, we concluded that we are unable to determine the country of origin of all the Conflict Minerals in our supply chain during the reporting period.
Below are the steps that we intend to take in order to improve the due diligence conducted and further mitigate any risk that Conflict Minerals in our products could benefit armed groups in the DRC or an adjoining country:
· Work more closely with our contract manufacturers from whom we source almost all of the 3TG material to better understand the source of the Conflict Minerals including by seeking updates to questionnaires from the suppliers we source the most product from.
· Continue to communicate to employees about their ability to express concern related to the supply chain both to management and directly with suppliers where question about the origin of materials might exist.
FORWARD LOOKING STATEMENTS
This Specialized Disclosure Report on Form SD and any exhibits hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available. In some cases, you can identify forward-looking statements by terminology including “would,” “could,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of these terms or other comparable terminology. Forward-looking statements are provided to help external stakeholders understand DragonWave’s expectations as of the date of this filing and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such statements. DragonWave’s actual results, performance, achievements and developments may differ materially from the results, performance, achievements or developments expressed or implied by such statements, as a result of the risks identified in our publicly filed documents. Material risks and uncertainties relating to our business are described under the heading “Risks and Uncertainties” in the MD&A dated May 26, 2017 and in the Company’s Annual Information Form and other public documents filed by DragonWave with Canadian and United States securities regulatory authorities, which are available at www.sedar.com and www.sec.gov, respectively. DragonWave assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
DOCUMENTS INCORPORATED BY REFERENCE
Unless otherwise stated herein, any documents, third-party materials or references to websites (including DragonWave’s) are not incorporated by reference in, or considered to be a part of this Conflict Minerals Report unless expressly incorporated by reference herein.