0001564590-18-014773.txt : 20180531 0001564590-18-014773.hdr.sgml : 20180531 20180531130033 ACCESSION NUMBER: 0001564590-18-014773 CONFORMED SUBMISSION TYPE: SD PUBLIC DOCUMENT COUNT: 2 13p-1 1.01 20171231 1.02 20171231 FILED AS OF DATE: 20180531 DATE AS OF CHANGE: 20180531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUELCELL ENERGY INC CENTRAL INDEX KEY: 0000886128 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 060853042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SD SEC ACT: 1934 Act SEC FILE NUMBER: 001-14204 FILM NUMBER: 18870802 BUSINESS ADDRESS: STREET 1: 3 GREAT PASTURE RD CITY: DANBURY STATE: CT ZIP: 06813 BUSINESS PHONE: 2038256000 MAIL ADDRESS: STREET 1: 3 GREAT PASTURE ROAD CITY: DANBURY STATE: CT ZIP: 06813 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY RESEARCH CORP /NY/ DATE OF NAME CHANGE: 19930328 SD 1 fcel-sd.htm SD fcel-sd.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

 

FORM SD

 

SPECIALIZED DISCLOSURE REPORT

 

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

1-14204

 

06-0853042

(State or Other Jurisdiction of

Incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

 

3 Great Pasture Road, Danbury, Connecticut

 

06813

(Address of Principal Executive Offices)

 

( Zip Code)

 

 

 

 

 

Michael S. Bishop

 

(203)825-6000

(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 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period

               January 1 to December 31, 2017.

 


 

Item 1.01 Conflict Minerals Disclosure and Report

FuelCell Energy, Inc. (the “Company”) performed a reasonable country of origin inquiry (RCOI) with its suppliers.  The RCOI process included written correspondence with the Company’s suppliers inquiring as to whether any conflict minerals are used or not used in materials procured by the Company, whether any conflict minerals are obtained solely from recycled or scrap materials and whether the minerals are obtained from the Democratic Republic of Congo or an adjoining country (a “covered country”).  The fuel cell power plants sold by the Company consist of fuel cell modules and balance of plant.  The fuel cell modules do not utilize conflict minerals as defined by the Securities and Exchange Commission.  Certain components of the balance of plant utilize trace amounts of industrial metals that are defined by the Securities and Exchange Commission as conflict minerals.

The information discussed above is also available at www.fuelcellenergy.com.  The website and the information accessible through it are not incorporated into this specialized disclosure report.

 

Item 1.02 Exhibit

A copy of our Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at:  www.fuelcellenergy.com

 

Item 2.01 Exhibits

The following is a list of Exhibits filed herewith

 

 

 


 

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 undersigned thereunto duly authorized.

 

 

 

 

 

FUELCELL ENERGY, INC.

Date:

May 31, 2018

 

By:

/s/ Michael S. Bishop

 

 

 

 

Michael S. Bishop

 

 

 

 

Senior Vice President, Chief Financial Officer and

 

 

 

 

Treasurer (Principal Financial Officer and Principal

 

 

 

 

Accounting Officer)

 

 

EX-1.01 2 fcel-ex101_6.htm EX-1.01 fcel-ex101_6.htm

 

EXHIBIT 1.01

 

Conflict Minerals report of FuelCell Energy, Inc.

in Accordance with Rule 130-1 under the Securities Exchange Act of 1934

 

This Conflict Minerals Report (this "Report") of FuelCell Energy, Inc. for the year ended December 31, 2017 is presented to comply with Rule 13p-1 ("Rule 13p-1") under the Securities Exchange Act of 1934 (the "1934 Act").  Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.

 

 

1.

Company Overview

 

This report has been prepared by management of FuelCell Energy, Inc. (“FuelCell Energy”, “Company”, “we”, “us” and “our").  We deliver proprietary fuel cell power solutions that enable economic value with clean affordable supply, recovery and storage of energy.  We serve utilities, industry and municipal power users on three continents with megawatt-class scalable solutions that include utility-scale and on-site power generation, carbon capture, local hydrogen production for transportation and industry, and energy storage.

 

 

2.

Products Overview

 

Our core fuel cell products (SureSourceTM power plants) offer ultra-clean, highly efficient  power generation for customers including the 3.7 megawatt (MW) SureSource4000TM,  2.8 MW SureSource3000TM,  and the 1.4 MW SureSource1500TM (together, the “Covered Products”). The plants are scalable for multi-megawatt utility scale applications or on-site combined heat and power generation for a broad range of applications.

 

 

3.

Reasonable Country of Origin Inquiry

 

We conducted a good faith reasonable country of origin inquiry regarding the tin, tantalum, tungsten and/or gold ("3TG Metals") contained in the Covered Products by asking FuelCell Energy's direct suppliers to provide answers to the Conflict Minerals Reporting Template (“CMRT”) from the Conflict Free Sourcing Initiative (“CFSI”). The CFSI CMRT is generally regarded as the most widely-used reporting tool for conflict minerals content and sourcing information and was developed by several of the world’s leading consumer electronics companies. The CMRTs received from FuelCell Energy’s suppliers were reviewed for completeness and consistency of answers. Suppliers were required to provide corrections and clarifications where needed in follow up communications. Suppliers who remained non-responsive to email reminders were contacted by telephone and offered assistance.  This assistance included, but was not limited to, providing further information about our Conflict Minerals Compliance Program, explaining why the information was being collected, explaining how the information would be used and clarifying how the needed information could be provided.  If, after these efforts, a given supplier still did not provide the information requested, an escalation process was initiated.  The escalation process consisted of direct outreach to these suppliers by FuelCell Energy employees requesting their participation in our Conflict Minerals Compliance Program.  As such, we believe our process was reasonably designed and performed in good faith, but there are inherent limitations in the information provided to us by third parties, including the possibility of information being inaccurate, incomplete or falsified despite our efforts to validate and confirm the information.

A total of 244 suppliers were contacted as part of our RCOI process.  The response rate among these suppliers was 91%.  Of these responding suppliers, 31 have confirmed they procure at least 1 of the 4 Conflict Minerals.  Of the 31 suppliers procuring at least 1 Conflict Mineral, 21 indicated that they have policies in place to source outside of 3TG Covered Countries, 7 were uncertain if their components containing 3TG materials originated in a Covered Country and 3 indicated that they are unsure if their material is purchased from a 3TG Covered Country.  The remaining responding suppliers confirmed that they do not use 3TG metals in their products.

Based on the results of our RCOI, which indicated that one or more of our product components contained 3TG Metals that may have originated in a Covered Country, we exercised continued due diligence on the source and chain of custody of those product components as further described below.

 

 

4.

Conflict Minerals Due Diligence

Our due diligence measures include the following:

 

We made further inquiries to our direct suppliers with the goal of improving our understanding of each supplier's 3TG Metals supply chain.  We are still awaiting responses and adequate information from some suppliers.  If we

 


 

 

become aware of a supplier whose due diligence process needs improvement, we intend to continue the trade relationship and we will work with that supplier to improve its processes and performance, including through additional training, subject to possible termination of the relationship if requested improvements are not forthcoming.

 

Report to senior management on direct suppliers' responses to the CMRT and follow up inquiries.  We continue to monitor, track and report on progress of direct suppliers to senior management.

 

We have a designated team to support the appropriate supply chain due diligence and have implemented internal measures to strengthen our engagement with suppliers on their due diligence efforts. We continue to refine the FuelCell Energy Conflicts Mineral Policy, which details the standards by which our supply chain due diligence is conducted.

 

Continue to drive our suppliers to obtain current, accurate, and complete information about the smelters and refineries of Covered Minerals in their supply chains so that they in turn can report accurate and complete information to FuelCell Energy.

 

Consider the availability of alternative sources of products if a supplier is non-responsive, or fails to adopt reasonable controls and changes that we may request to ensure compliance with conflict minerals reporting or we determine that a supplier has supplied us with any Covered Minerals that directly or indirectly finance or benefit an armed group in a Covered Country.

 

5.

Conflict Minerals Status Analysis and Conflict Status Conclusion

Despite having conducted a good faith reasonable country of origin inquiry and further due diligence, we have concluded that a very small portion of our supply chain remains "DRC conflict undeterminable."  We have reached this conclusion because we have been unable to determine the origin of all the 3TG Metals used in our products.  Tracing minerals back to their mine of origin is a complex aspect of responsible sourcing in our supply chain.  We have determined that the information regarding smelters and refiners that we gathered from our supply chain was inconclusive.

As previously stated, our fuel cells, including the fuel cell components and completed fuel cell module, do not utilize conflict minerals; however, the supporting balance of plant includes componentry, such as computer circuit boards, that utilize very minimal amounts of 3TG minerals. For perspective, total shipments in fiscal year 2017 weighed approximately 3.0 million pounds of which only about 2.5 pounds, or 0.000084%, represented 3TG minerals.