UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
CONFLICT MINERALS
SMITH & WESSON HOLDING CORPORATION
(Exact name of the registrant as specified in its charter)
| NEVADA | 1-31552 | 87-0543688 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 2100 Roosevelt Avenue, Springfield, Massachusetts | 01104 | |||
| (Address of principal executive offices) | (Zip code) | |||
Jeffrey D. Buchanan, Exec. VP, CFO, CAO, and Treasurer – (800) 331-0852
(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, 2015. |
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
A copy of Smith & Wesson Holding Corporations Conflict Minerals Report is filed as Exhibit 1.01 hereto and is publicly available at www.smith-wesson.com/conflictmineralsreport2015. The content of our website as 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 Exhibits
Exhibit 1.01 Conflict Minerals Report
Section 2 - Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report:
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
* * * * *
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.
| SMITH & WESSON HOLDING CORPORATION, | ||||||||||||
| a Nevada corporation | ||||||||||||
| Date: | May 31, 2016 | By: | /s/ P. James Debney | |||||||||
| P. James Debney | ||||||||||||
| President and Chief Executive Officer | ||||||||||||
| Date: | May 31, 2016 | By: | /s/ Jeffrey D. Buchanan | |||||||||
| Jeffrey D. Buchanan | ||||||||||||
| Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | ||||||||||||
Conflict Minerals Report – May 31, 2016
Exhibit 1.01
SMITH & WESSON HOLDING CORPORATION
CONFLICT MINERALS REPORT
FOR THE REPORTING PERIOD
JANUARY 1, 2015 TO DECEMBER 31, 2015
Conflict Minerals Report – May 31, 2016
INTRODUCTION
This Conflict Minerals Report for Smith & Wesson Holding Corporation (“SWHC,” “Company,” “we,” or “our”) is provided for the reporting period January 1, 2015 to December 31, 2015, and is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”), and the Public Statement on the Effect of the Recent Court of Appeals Decision on the Conflict Minerals Rule issued by the Director of the Division of Corporation Finance of the Securities and Exchange Commission on April 29, 2014 (the “SEC Statement”). This Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain tin, tantalum, tungsten, or gold (“3TG,” also defined by the rule as “conflict minerals”), and who have reason to believe that the products they manufacture, or contract to manufacture, contain conflict minerals that are necessary to the functionality or production of those products. If the SEC registrant has reason to believe that any conflict minerals may have originated in the Democratic Republic of the Congo or an adjoining country, or is unable to determine the country of origin of those conflict minerals, the SEC registrant is required to submit a Conflict Minerals Report to the SEC that includes a description of the measures it took to exercise due diligence on the conflict minerals’ source and chain of custody.
COMPANY BACKGROUND
We are one of the world’s leading manufacturers of firearms. We manufacture a wide array of handguns (including revolvers and pistols), long guns (including modern sporting, bolt action, and single shot rifles), handcuffs, and firearm-related products and accessories for sale to a wide variety of customers, including gun enthusiasts, collectors, hunters, sportsmen, competitive shooters, individuals desiring home and personal protection, law enforcement and security agencies and officers, and military agencies in the United States and throughout the world. We are one of the largest manufacturers of handguns, modern sporting rifles, and handcuffs in the United States and an active participant in the hunting rifle market. We are also a leading provider of shooting, reloading, gunsmithing, and gun cleaning supplies. We sell our products under the Smith & Wesson®, M&P®, Thompson/Center Arms™, Caldwell® Shooting Supplies, Wheeler® Engineering, Tipton® Gun Cleaning Supplies, Lockdown® Vault Accessories, Frankford Arsenal®, Hooyman Saws™, Golden Rod®, and BOG-POD® brands.
We manufacture our firearm products at our facilities in Springfield, Massachusetts; Houlton, Maine; and Deep River, Connecticut. We develop and sell our shooting, reloading, gunsmithing, and gun cleaning accessories at our facility in Columbia, Missouri, the assets of which were acquired during the 2014 reporting period. We plan to continue to offer products that leverage the over 160 year old “Smith & Wesson” brand and capitalize on the goodwill developed through our historic American tradition by expanding consumer awareness of the products we produce.
A copy of the Company’s Conflict Mineral Policy is available on our website at www.smith-wesson.com/conflictmineralsreport2015 .
REPORT
This Conflict Minerals Report is provided for the reporting period ended December 31, 2015 in accordance with the Rule, the instructions to Form SD, and the SEC Statement. Please refer to the Rule, Form SD and the 1934 Act Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.
In accordance with the Rule and the instructions to Form SD, SWHC undertook due diligence to determine the source of origin of any necessary conflict minerals used in products it manufactures or contracts to manufacture. In conducting its due diligence, SWHC implemented the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict- Affected and High-Risk Areas (including the Supplements on Tin, Tantalum and Tungsten, and the Gold Supplement) (Second Edition OECD 2013) (“OECD Guidance”), an internationally recognized due diligence framework.
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Conflict Minerals Report – May 31, 2016
Design of Our Due Diligence Measures
Our conflict minerals due diligence measures have been designed to conform with the OECD Guidance, as applicable for tin, tantalum, tungsten, gold and downstream companies (as the term is defined in the OECD Guidance), in all material respects. The Company does not make direct purchases of raw ore or unrefined conflict minerals in the Covered Countries. We designed our due diligence measures to:
| 1. | design and implement strategies to determine the presence of conflict minerals in our products; |
| 2. | establish management systems for supply chain due diligence and reporting compliance; |
| 3. | identify and assess conflict minerals content in our supply chain; |
| 4. | identify and mitigate any risk for potential non-compliance with the Rule; and |
| 5. | report on our conflict minerals supply chain due diligence activities, as required by the Rule. |
Due Diligence Measures Performed
Except for the assets acquired at our Columbia, Missouri facility in 2014, for which we are undertaking activities to bring that facility’s operations into compliance with the OECD Guidance, our due diligence measures for the reporting period ended December 31, 2015 included the following activities:
| 1. | We updated our product taxonomy for the products that were subject to reporting in the 2015 reporting period, and reviewed additions with company product managers, engineers, metallurgists and supply chain personnel, to determine which products or components have the possibility of containing necessary conflict minerals. |
| 2. | We surveyed any suppliers involved with products or components we determined could possibly contain necessary conflict minerals, to ascertain for each of these conflict minerals (i) whether the product or component contained necessary conflict minerals, (ii) the smelter or refiner where it was processed, (iii) its country of origin, and (iv) its mine of origin. |
| 3. | We leveraged the due diligence conducted on smelters and refiners by the Conflict Free Sourcing Initiative (the “CFSI”), and its Conflict-Free Smelter Program (the “CFSP”), by comparing the names of the smelters identified by our suppliers to those identified as compliant in the CFSP. The CFSP uses independent private sector auditors to audit the source, including mines of origin, and chain of custody of the conflict minerals used by smelters and refiners that agree to participate in the CFSP. The smelters and refiners that are found to be CFSP compliant are those for which the independent auditor has verified that the smelter’s or refiner’s conflict minerals originated from conflict free mines and trading in the Democratic Republic of the Congo or any of its adjoining countries. A list of smelters identified to date and associated information is provided hereto as Attachment A. |
After conducting good faith due diligence on the presence of necessary conflict minerals in certain of the Company’s products, SWHC has been unable to identify all smelters, refiners in its supply chain and the ultimate source of origin of such minerals. The Company is continuing its efforts to identify and mitigate risks in its supply chain and to obtain complete information from its upstream suppliers. The Company’s efforts are necessarily depend upon the willingness of its supply chain participants to cooperate and assist in this endeavor and there can be no guarantee that the Company will be able to obtain adequate and reliable information upon which to base its analysis.
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Conflict Minerals Report – May 31, 2016
INDEPENDENT PRIVATE SECTOR AUDIT
This Report has not been subject to an independent private sector audit in accordance with the SEC Statement.
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Conflict Minerals Report – May 31, 2016
ATTACHMENT A
SMELTER DETAILS
| Smelter Name | Smelter Country | Metal | ||
| CV United Smelting | INDONESIA | Tin | ||
| EM Vinto | BOLIVIA | Tin | ||
| Gejiu Non-Ferrous Metal Processing Co. Ltd. | CHINA | Tin | ||
| Malaysia Smelting Corporation (MSC) | MALAYSIA | Tin | ||
| Mentok Tin Smelter | INDONESIA | Tin | ||
| Metallo-Chimique N.V. | BELGIUM | Tin | ||
| Mineração Taboca S.A. | BRAZIL | Tin | ||
| Minsur | PERU | Tin | ||
| OMSA | BOLIVIA | Tin | ||
| PT Bangka Putra Karya | INDONESIA | Tin | ||
| PT Bukit Timah | INDONESIA | Tin | ||
| PT Eunindo Usaha Mandiri | INDONESIA | Tin | ||
| PT Mitra Stania Prima | INDONESIA | Tin | ||
| PT Sariwiguna Binasentosa | INDONESIA | Tin | ||
| PT Stanindo Inti Perkasa | INDONESIA | Tin | ||
| PT Tambang Timah | INDONESIA | Tin | ||
| PT Timah (Persero), Tbk | INDONESIA | Tin | ||
| PT Tinindo Inter Nusa | INDONESIA | Tin | ||
| Thaisarco | THAILAND | Tin | ||
| White Solder Metalurgia e Mineração Ltda. | BRAZIL | Tin | ||
| Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | CHINA | Tin | ||
| Yunnan Tin Company, Ltd. | CHINA | Tin | ||
| Caridad | UNKNOWN | Gold | ||
| Codelco | UNKNOWN | Gold | ||
| Elemetal Refining, LLC | UNITED STATES | Gold | ||
| Heraeus | UNKNOWN | Gold | ||
| Johnson Matthey | UNKNOWN | Gold | ||
| Metalor USA Refining Corporation | UNITED STATES | Gold | ||
| Royal Canadian Mint | CANADA | Gold | ||
| Sabin | UNKNOWN | Gold | ||
| Tanaka Kikinzoku Kogyo K.K. | JAPAN | Gold | ||
| Umicore SA Business Unit Precious Metals Refining | BELGIUM | Gold | ||
| United Precious Metal Refining, Inc. | UNITED STATES | Gold | ||
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