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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SD
SPECIALIZED DISCLOSURE REPORT
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Forum Energy Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-35504 (Commission File Number) | 61-1488595 (I.R.S. Employer Identification No.) |
920 Memorial City Way, Suite 1000 Houston, Texas 77024 (Address of principal executive offices) | ||
Registrant’s telephone number, including area code: (281) 949-2500
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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. |
Introduction
Forum Energy Technologies, Inc. (the “Company”) is a global oilfield products company, serving the subsea, drilling, completion, production and infrastructure sectors of the oil and natural gas industry. The Company designs, manufactures and distributes products and engages in aftermarket service, part supply and related services that complement the Company’s product offering. The Company is committed to maintaining the highest standard of ethical conduct and is concerned with humanitarian and environmental abuses associated with the mining, transportation and trade of certain minerals from conflict-affected regions of the world, including the Democratic Republic of Congo (the “Covered Countries”). To that end and in connection with the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company is compelled to determine whether its products contain tantalum (columbite-tantalite), tin (cassiterite), tungsten (wolframite), or gold sourced from the Covered Countries and were used to finance armed group in such regions (collectively, "Conflict Minerals").
SECTION 1 - CONFLICT MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure and Report
Each of the Company’s six product lines (Subsea Technologies, Downhole Technologies, Drilling Technologies, Flow Equipment, Production Equipment and Valve Solutions) reviewed its materials, parts, products and/or product families to determine whether Conflict Minerals were present in each product and, if present, whether Conflict Minerals were necessary to the functionality of such product. From this inquiry, the Company developed a supplier list for each product line. The Company then requested that each supplier identified on the supplier list as supplying products or materials containing or possibly containing Conflict Minerals complete the EICC GeSI Conflict Minerals Reporting Template to determine the reasonable country of origin of any such products or materials.
Approximately 35% of the identified suppliers responded to the Company’s request for information. Of the suppliers that did respond, the Company conducted a further review of the responses to determine if each supplier’s products or materials were (1) Conflict Minerals Free, (2) not Conflict Minerals Free, (3) or Conflict Minerals Undeterminable.
The Company’s conclusion for each product line is that it is undeterminable for this reporting year whether the Company’s products contain Conflict Minerals. A copy of this Form SD, the attached Conflict Minerals Report and the Company’s Conflict Minerals Policy can be found on the Company's website at http://www.F-E-T.com.
Item 1.02 Exhibit
A copy of the Company's Conflict Minerals Report is filed as Exhibit 1.01.
SECTION 2 -- EXHIBITS
Item 2.01 Exhibits
Exhibit Number | Description |
1.01 | Conflict Minerals Report |
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.
FORUM ENERGY TECHNOLOGIES, INC. | |||||
Date: | May 30, 2014 | By: | /s/ James W. Harris | ||
Name: | James W. Harris | ||||
Title: | Senior Vice President and Chief Financial Officer | ||||
Exhibit 1.01
Conflict Minerals Report
Section 1 - Introduction
Forum Energy Technologies, Inc. (the “Company”) is committed to sourcing materials used in its products in a responsible manner. The Company has implemented certain policies and procedures to ensure compliance with applicable laws, including the Securities and Exchange Commission’s final rule implementing Section 1502 of the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010. The Company’s efforts related to Conflict Minerals (as defined below) are also aligned with the work of the Electronic Industry Citizenship Coalition® (“EICC”) and Global e-Sustainability Initiative (“GeSI”). The EICC’s and GeSI’s work includes the Conflict-Free Smelter Program and the Conflict Minerals Reporting Template (the “Conflict Minerals Questionnaire”). In accordance with Rule 13p-1 of the Securities Exchange Act of 1934, the Company undertook due diligence efforts to determine whether materials necessary to the functionality or production of its products are “Conflict Minerals Free.”
Section 2 - Due diligence framework and determination
The Company designed its due diligence measures to materially conform with the internationally recognized due diligence framework set forth in the Organization for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Framework”).
Section 3 - Due diligence measures undertaken
In conformance with the OECD Framework, the Company undertook the following due diligence measures:
Governance
The Company established a Conflict Minerals Policy, effective February 17, 2014, and drafted a Conflict Minerals Manual to be used and implemented by the Company's product lines. The Conflict Minerals Manual specifically sets out the due diligence steps and actions taken by the Company and sets guidance for the Company's ongoing due diligence.
Product Line Applicability
The Company’s six product lines reviewed their materials, parts, products and/or product families to determine whether gold, tin, tantalum or tungsten (collectively, “3TG") are present in any such items and necessary to the functionality thereof. The Company established a process for identifying and determining the presence of 3TG in each product line’s product list. Once such products and/or product families were identified, each product line developed a supplier list for each piece of material, part, product and/or product family identified as containing or that may contain 3TG.
Supplier Engagement
The Company sent each supplier identified in the above product line applicability procedure the EICC GeSI Conflict Minerals Questionnaire along with a communication providing instructions and requesting a response stating such supplier’s status and compliance with the applicable rules and regulations. The Company surveyed a total of 281 suppliers during the Company’s due diligence efforts. The Company received responses from approximately 35% of its suppliers.
Supplier Response Review and Analysis of Red Flags
Each of the Company’s product lines reviewed its respective supplier responses to determine if each supplier’s materials, parts, or products provided to the Company contain 3TG from conflict-affected regions of the world, including the Democratic Republic of Congo, and were used to finance armed groups in such regions ("Conflict Minerals"). As part of the Company’s review process, certain criteria were established and utilized to review supplier responses. The Company believes the established criteria benefited the Company to ensure the reliability of each supplier’s responses.
Determination
None of the Company’s product lines received responses from 100% of its respective suppliers and certain suppliers could not identify the source of the relevant materials used in their products. Given that the Company was not able to confirm the absence of Conflict Minerals in its products, the Company and each of its product lines is Conflict Minerals Undeterminable.
Section 4 - Independent audit
The Company is not required to obtain an independent private sector audit at this time as each of the Company’s six product lines are Conflict Minerals Undeterminable.
Section 5 - Next steps
The Company will continue to review its manual, policies and procedures for the upcoming reporting year to improve and ensure improved supplier responsiveness. The Company will take additional steps to obtain a higher percentage of supplier responses, including distributing frequently asked questions, training pamphlets, and establishing direct communication with suppliers to ensure their understanding of the applicable laws and requirements.