United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
UQM Technologies, Inc. |
(Exact name of Registrant as specified in its charter) |
State of Colorado |
1-10869 |
84-0579156 |
(State or other jurisdiction of incorporation or
organization) |
(Commission
File Number) |
(IRS Employer Identification No.) |
4120 Specialty Place
Longmont, Colorado |
80504 |
(Address of principal executive offices) |
(Zip Code) |
David Rosenthal |
303-682-4900 |
(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, 2014.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
As required by Rule 13p-1 under the Securities Exchange Act of 1934, as
amended, and the requirements of Form SD (collectively, the "Conflict
Minerals Rule"), a Conflict Minerals Report is provided as Exhibit 1.01 to
this Form SD and is available on our corporate website at www.uqm.com. The
information contained on our website is not incorporated by reference into this
Form SD or the Conflict Minerals Report and should not be considered to be part
of this Form SD or the Conflict Minerals Report.
For 2014, we conducted a "reasonable country of origin inquiry" as
required by the Conflict Minerals Rule on the products we manufacture or
contract to manufacture that contain tantalum, tin, tungsten or gold
("3TG") necessary to the functionality or production of such products.
For our reasonable country of origin inquiry, to the extent applicable, we
utilized the same processes and procedures as for our due diligence. Our due
diligence framework and processes are discussed in the Conflict Minerals Report
that is an exhibit to this Form SD.
However, we do not have a direct relationship with the smelters and refiners
in our supply chain and for 2014, none of our suppliers identified smelters and
refiners that processed the necessary 3TG contained in our products.
Item 1.02 Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01
to this Form SD.
Section 2 - Exhibits
Item 2.01 Exhibits
Exhibit 1.01 - 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.
UQM Technologies, Inc. |
|
(Registrant)
|
|
By: /s/ David I. Rosenthal |
May 27, 2015 |
Name: David I. Rosenthal
Title: Treasurer and CFO |
|
Exhibit 1.01
Conflict Minerals Report
UQM Technologies, Inc. has
included this Conflict Minerals Report as an exhibit to its Form SD for 2014 as
required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended,
and Form SD (collectively, the "Conflict Minerals Rule"). The date of filing of
this Conflict Minerals Report is May 28, 2015.
Unless the context indicates otherwise, the terms "we," "its," "us" and "our"
refer to UQM Technologies, Inc. and its consolidated subsidiaries. As used
herein, "3TG" is tantalum, tin tungsten and gold, without regard to the location
of origin of the minerals or derivative metals.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the
federal securities laws. Any statements that do not relate to historical or
current facts or matters are forward-looking statements. You can identify some
of the forward-looking statements by the use of forward-looking words, such as "intend"
and the like, or the use of future tense. Statements concerning current
conditions may also be forward-looking if they imply a continuation of current
conditions. Examples of forward-looking statements include, but are not limited
to, statements concerning the additional steps that we intend to take to
mitigate the risk that our necessary 3TG finance or benefit armed groups.
Forward-looking statements are subject to risks and uncertainties that could
cause actual actions or performance to differ materially from those expressed in
the forward-looking statements. These risks and uncertainties include, but are
not limited to, (1) the continued implementation of satisfactory traceability
and other compliance measures by our direct and indirect suppliers on a timely
basis or at all, (2) the accuracy and reliability of the information we receive
and (3) political, legal and regulatory developments, whether in the Democratic
Republic of the Congo and adjoining countries (the "DRC Region"), the United
States or elsewhere. The term "adjoining countries" has the meaning contained in
the Conflict Minerals Rule. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of filing of
this document. We do not intend, and undertake no obligation, to publish revised
forward-looking statements to reflect events or circumstances after the date of
filing of this document or to reflect the occurrence of unanticipated events.
Applicability of the Conflict Minerals Rule to Our Company
UQM Technologies develops, manufactures and sells power dense,
high efficiency electric motors, generators and power electronic controllers for
the commercial truck, bus, automobile, marine, military and industrial markets. Our primary
focus is incorporating our advanced technology as propulsion systems for
electric, hybrid electric, plug-in hybrid electric and fuel cell electric
vehicles, delivering the heart of the electric vehicle. We are required to make
a filing pursuant to the Conflict Minerals Rule because we manufacture products
where 3TG is necessary to the functionality or production of such products.
While most of our products are in-scope for purposes of the Conflict Minerals
Rule, 3TG generally constitutes only a small portion of the materials in such
products. For 2014, we estimate that less than 2% of our bills of material were
in-scope for purposes of the Conflict Minerals Rule.
We do not directly source any 3TG from mines, smelters or refiners, and
believe that we are in most cases many levels removed from these market
participants. We therefore have limited influence over these upstream suppliers.
Furthermore, because of the depth, geographic diversity and constant evolution
of our supply chain, and due to competitive factors, we often have significant
difficulty identifying suppliers upstream from our direct suppliers. However,
through the efforts described in this Conflict Minerals Report, we seek to
ensure that we are in compliance with the Conflict Minerals Rule and that our
suppliers meet the expectations of our Conflict Minerals Policy, which is
discussed below.
Our Conflict Minerals Policy and Operational Procedures
We take seriously our compliance obligations under the Conflict Minerals
Rule. Therefore, we have adopted and communicated to selected personnel, our
suppliers and the public a policy regarding the supply of 3TG for products that
we manufacture or contract to manufacture (the "Conflict Minerals Policy").
The Conflict Minerals Policy and operational procedures includes, but is not
limited to, our expectations that the suppliers of components for products that
we manufacture or for products that we contract with them to manufacture:
-
Promptly, completely and accurately respond to our informational requests
with respect to any 3TG that is necessary to the functionality or production
of such products, including by completing and delivering the Conflict-Free
Sourcing Initiative (the "CFSI") Conflict Minerals Reporting Template (the "Survey")
or similar survey when asked to do so.
-
Determine whether there is any 3TG in any such products, survey their
upstream suppliers regarding the ultimate source of any such 3TG, and verify
and document such information.
-
Implement policies and management systems to support compliance with
these expectations, and require their upstream suppliers to adopt similar
policies and systems.
-
Cooperate in the event we determine that any further inquiry or due
diligence is required or advisable with respect to the source of 3TG in any
such products.
Reasonable Country of Origin Inquiry Information
As part of our reasonable country of origin inquiry, we requested that all
direct suppliers of products that we determined to potentially be in-scope for
2014 provide us with the origin of the 3TG in the products sourced from them.
Prior to beginning our reasonable country of origin inquiry, the Conflict
Minerals Working Group (as defined below) determined which of our products were
in-scope for purposes of the Conflict Minerals Rule through our degree of
influence over the products' manufacture and product specifications, bills of
material, visual inspection, supplier inquiries and other information known to
us.
The products that we determined to be potentially in-scope for 2014, and the
related 3TG and direct suppliers, are discussed in this Conflict Minerals Report
and those suppliers are referred to herein as the "Suppliers."
For 2014, none of the Suppliers identified smelters and refiners as having
processed the necessary 3TG contained in our in-scope products covered by this
Conflict Minerals Report.
Pursuant to the Conflict Minerals Rule, based on the results of our
reasonable country of origin inquiry, we were required to conduct due diligence
for 2014 with respect to a portion of the 3TG in our in-scope products. These
due diligence efforts are discussed below.
For our reasonable country of origin inquiry, to the extent applicable, we
utilized the same processes and procedures as for our due diligence.
None of our in-scope products were determined by us to contain necessary 3TG
that directly or indirectly financed or benefitted armed groups in the DRC
Region. However, we did not conclude that any of our products covered by this
Conflict Minerals Report were "DRC conflict free." The terms "armed group" and "DRC
conflict free" have the meanings contained in the Conflict Minerals Rule.
Due Diligence Program Design
Design Framework
We designed our due diligence measures relating to 3TG to conform with, in
all material respects, the criteria set forth in the Organisation for Economic
Co-operation and Development's (the "OECD") Due Diligence Guidance for
Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas,
as supplemented by the Supplement on Tin, Tantalum and Tungsten and the
Supplement on Gold (Second Edition 2013) (collectively, the "OECD Guidance").
Selected Elements of Design Framework
The OECD Guidance has established a five-step framework for due diligence as
a basis for responsible global supply chain management of minerals from conflict-affected
and high-risk areas. Selected elements of our program design are discussed
below. However, these are not all of the elements of the program that we have
put in place to help ensure that the 3TG contained in our products are
responsibly sourced. The headings below conform to the headings used in the OECD
Guidance for each of the five steps. Selected due diligence measures that we
took in respect of 2014 are discussed under "Due Diligence Program Execution
on Products Manufactured or Contracted to be Manufactured During 2014."
- OECD Guidance Step One:
"Establish strong company management
systems"
a. We have adopted the Conflict Minerals Policy. The Conflict
Minerals Policy is posted on our website and distributed
electronically to selected employees and suppliers.
b. We have an internal team tasked with managing our Conflict
Minerals Policy and 3TG compliance strategy (the "Conflict Minerals
Working Group"). The following internal functional areas at the
corporate level are represented on the Conflict Minerals Working
Group: legal; accounting; and production. Such representatives
generally include personnel from legal, accounting, quality,
compliance, product management, project management, and procurement.
The Conflict Minerals Working Group and selected members of corporate
senior management, including our Senior Vice President of Operations
and our Chief Financial Officer, are educated on the Conflict Minerals
Rule, the OECD Guidance, our compliance plan and the procedures for
reviewing and validating supplier responses to our inquiries.
c. We utilize the Survey to identify smelters and refiners in our
supply chain. The Survey requests suppliers to provide information
concerning the usage and source of 3TG in their products, as well as
information concerning their related compliance efforts.
d. We maintain business records relating to 3TG due diligence,
including records of our due diligence processes, findings and
resulting decisions, on a computerized database where practicable, for
at least five years.
e. We have a website and telephone lines available for employees
and other stakeholders to report violations of our Conflict Minerals
Policy.
- OECD Guidance Step Two:
"Identify and assess risk in the supply
chain"
-
We furnish the direct suppliers of products that we determine to
potentially be in-scope with a link to the Survey, along with an
introductory e-mail describing the Conflict Minerals Rule, our
Conflict Minerals Policy and links to third-party materials containing
additional information relating to the rule, and request that they
complete the Survey within a specified timeline.
-
We follow up by e-mail with all suppliers that do not respond to
the request within the specified time frame.
-
Members of the Conflict Minerals Working Group review the
completed responses received from suppliers against written review
criteria. We follow up by e-mail or telephone with all suppliers that
submit an incomplete response, a response that triggers specified "red
flags" or that otherwise provided a written response determined not to
be suitable by us, in each case requesting them to submit a revised
response. We follow up with other suppliers where deemed appropriate
by us.
-
To the extent that a completed response identifies a smelter or
refiner, we review this information against the list of "compliant"
and "active" smelters and refiners published in connection with the
CFSI's Conflict-Free Smelter Program ("CFSP").
-
We review publicly available information, to the extent
reasonably available, to try to determine the mine or location of
origin of the 3TG from such smelter or refiner.
-
Based on the information furnished by our suppliers and other
information known to us, we assess the risks of adverse impacts.
- OECD Guidance Step Three:
"Design and implement a strategy to
respond to identified risks"
-
The Conflict Minerals Working Group reports the findings of its
supply chain risk assessment to our executive management team.
-
Our risk mitigation strategy contemplates a flexible response that
is commensurate with the risks identified.
- OECD Guidance Step Four:
"Carry out independent third-party audit
of supply chain due diligence at identified points in the supply chain"
In connection with our due diligence, we utilize information made
available by the CFSI concerning independent third-party audits of
smelters and refiners.
- OECD Guidance Step 5
: "Report on supply chain due
diligence"
We file a Form SD, and to the extent applicable a Conflict Minerals
Report, with the Securities and Exchange Commission.
Due Diligence Program Execution on Products Manufactured or Contracted to be
Manufactured During 2014
We performed the following 3TG due diligence on applicable in-scope products
manufactured by us or that were contracted to be manufactured for us during
2014. These were not all of the measures that we took in furtherance of our 3TG
compliance program or pursuant to the Conflict Minerals Rule and the OECD
Guidance. For a discussion of the design of our due diligence measures, please
see "Due Diligence Program Design."
-
We furnished the Suppliers with a link to the Survey, along with an
introductory e-mail describing the Conflict Minerals Rule, our Conflict
Minerals Policy and links to third-party materials containing additional
information relating to the rule, and requested that they complete the
Survey within a specified timeline.
-
We followed up by e-mail with all Suppliers that did not respond to
the request within the specified time frame.
-
We reviewed the completed responses received from the Suppliers. We
followed up by e-mail or telephone with all Suppliers that submit an
incomplete response, a response that triggers specified "red flags" or
that otherwise provided a written response determined not to be suitable
by us, in each case requesting them to submit a revised response. We
followed up with other Suppliers where deemed appropriate by us.
-
The Conflict Minerals Working Group reported the findings of its
supply chain risk assessment to our executive management team.
Product Information; Smelter and Refiner Information
Most of our products were in-scope products for 2014 for purposes of the
Conflict Minerals Rule. For a further discussion of our products, see our Annual
Report on Form 10-K for the 2015 fiscal year. The information contained in our
Form 10-K is not incorporated by reference into the Form SD or this Conflict
Minerals Report and should not be considered to be part of the Form SD or this
Conflict Minerals Report.
We endeavored to determine the mine or location of origin of the 3TG
contained in the in-scope products by executing the due diligence steps outlined
above. However, despite these efforts, none of our direct suppliers identified
smelters and refiners that processed the necessary 3TG contained in these in-scope
products.
Further Risk Mitigation Efforts
We intend to take the following additional steps on in-scope products for
2015 to mitigate the risk that the 3TG contained in and necessary to the
products we manufacture or contract to manufacture finance or benefit armed
groups in the DRC Region:
-
Encourage Suppliers that provided company level information for 2014 to
provide product level information for 2015 through ongoing outreach with
these Suppliers.
-
Engage with Suppliers that provided incomplete responses or that did
not provide responses for 2014 to help ensure that they provide requested
information for 2015.
-
Monitor and encourage the continuing development and progress of
traceability measures of Suppliers that indicated for 2014 that the source
of 3TG was unknown or undeterminable.
-
Communicate to new potentially in-scope suppliers our expectations with
respect to 3TG, including through the dissemination of the Conflict
Minerals Policy to them. In addition, as new in-scope suppliers are added,
work with these suppliers to ensure that they understand the requirements
of the Conflict Minerals Rule and the OECD Guidance.
-
Continue to refine our 3TG risk management strategy based on the
results of our due diligence on products manufactured in 2014.
All of the foregoing steps are in addition to the steps that we took with
respect to in-scope products for 2014, which we intend to continue to take with
respect to in-scope products for 2015 to the extent applicable.
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