UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Ambarella, Inc.
(Exact name of the registrant as specified in its charter)
| Cayman Islands | 001-35667 | 98-0459628 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3101 Jay Street, Santa Clara, California | 95054 | |
| (Address of principal executive offices) | (Zip code) |
Michael Morehead, General Counsel (408) 734-8888
(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. |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 — Conflict Minerals Disclosure
| ITEM 1.01 | – Conflicts Minerals Disclosure and Report |
Conflict Minerals Disclosure
The Conflict Minerals Report of Ambarella, Inc., a Cayman Islands corporation, for the calendar year ended December 31, 2014 is filed herewith as Exhibit 1.01 and is available at: http://investor.ambarella.com/sec.cfm.
| ITEM 1.02 | – Exhibits |
The Conflict Minerals Report for the calendar year ended December 31, 2014 is filed as Exhibit 1.01.
Section 2 — Exhibits
Item 2.01 Exhibits
| Exhibit No. |
Description | |
| 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.
| AMBARELLA, INC. | ||||
| Date: June 1, 2015 |
By: | /s/ Michael Morehead | ||
| Michael Morehead | ||||
| General Counsel | ||||
Exhibit 1.01
Conflict Minerals Report of Ambarella, Inc.
in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934
This is the Conflict Minerals Report for Ambarella, Inc. (“Ambarella”, “we” , “us” or “our”), filed with the Securities Exchange Commission (SEC) in accordance with Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934 (the “1934 Act”) for calendar year 2014. The Rule was adopted by 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 of 2010 (Dodd-Frank Act). The rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals that are necessary to the functionality or production of their products. “Conflict minerals” are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (3TG) for the purposes of this assessment.
Consistent with the provisions of Rule 13p-1, neither this specialized disclosure report nor our Reasonable Country of Origin Inquiry described herein has been audited by a third party.
| 1. | Company Overview; Products |
Ambarella was incorporated in the Cayman Islands in 2004. Ambarella designs, markets and sells low-power, high-definition (HD) video compression and image processing semiconductor solutions. Ambarella’s system-on-a-chip (SoC) solutions are used in a variety of HD cameras, including Internet Protocol, or IP, security cameras, wearable sports cameras, unmanned aerial video, or UAV, cameras, and automotive video camera recorders. In addition, Ambarella’s video compression SoCs also are used in television broadcasting equipment. Ambarella’s ordinary shares have been listed on the NASDAQ Stock Market (symbol: AMBA) since the company’s initial public offering in October 2012.
Ambarella’s SoC solutions integrate HD video processing, image processing, audio processing and system functions onto a single semiconductor chip, delivering exceptional video and image quality, functionality and low power consumption. Ambarella sells its SoC solutions to manufacturers of video cameras and television broadcasting infrastructure equipment. Ambarella’s primary camera markets are for wearable sports cameras, IP security cameras, automotive aftermarket cameras and UAV cameras.
During the 2014 calendar year, we sub-contracted to manufacture products containing 3TG minerals and that the use of these minerals is necessary to the functionality or production of our products.
| 2. | Supply Chain Overview |
We operate our business based on a fabless semiconductor model. Accordingly, we rely on third parties located in Asia for substantially all of our manufacturing operations, including wafer fabrication, assembly and testing of our products. There are multiple tiers between our company and the mines that produce conflict minerals. Accordingly, we rely on our direct suppliers to provide information on the origin of the conflict minerals that are included in our products.
| 3. | Due Diligence Program |
Our due diligence processes and efforts have been developed in conjunction with the second edition of the Organisation for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related supplements for gold and for tin, tantalum and tungsten. We designed our due diligence process to conform in all material respects with these OECD guidelines. Ambarella’s due diligence measures included:
| • | Identification of the components in Ambarella products that contain conflict minerals, and the suppliers through which those components are sourced. |
| • | Conducting a supply-chain survey with direct suppliers of materials containing conflict minerals using the using the standard Conflict Minerals Reporting Template designed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI). |
| • | Comparing the smelters and refiners identified in the supply-chain survey against the list of smelter facilities which have been identified as “conflict free” by programs such as the EICC/GeSI Conflict Free Smelter (CFS) program for tantalum, tin, tungsten and gold. |
Our conflict minerals project team responsible for conducting the due diligence is comprised of employees in our operations department, which is responsible for selecting, and retaining relationships with, our third-party vendors. Our due diligence process is overseen by executives from our operations and legal functions.
We have retained all relevant documentation from our RCOI documentation to ensure the retention of relevant documentation in a structured electronic database.
| 4. | Reasonable Country of Origin Inquiry (RCOI) and RCOI Results |
We conducted a survey of our active suppliers using a template developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI), known as the Conflict Minerals Reporting Template. The template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s conflict-free policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In addition, the template contains questions about the origin of conflict minerals included in their products, as well as supplier due diligence. This template is being widely adopted by many companies in their due diligence processes related to conflict minerals.
During the process of our review, we identified our high-risk direct suppliers who fell within the scope of our RCOI. We sent the Conflict Minerals Reporting Template to these direct suppliers and received responses from each of them. As a result of this survey, 47 smelters and refineries were identified by our supply chain, all of which are identified as CFSI’s known smelters and refineries. Based on the responses, 75% of our suppliers do source some conflict minerals from the covered countries. With the exception of one supplier, all of the smelters and refiners identified by our suppliers as sourcing from covered countries are listed on the CFSI Conflict Free Smelter List. One of our suppliers identified a tungsten smelter that is active in the CFSI Conflict Free Smelter Program but has not yet completed the certification process.
All of the smelters and refiners identified by our suppliers are listed below.
| 5. | Audit of Supply Chain Due Diligence |
We do not have a direct relationship with 3TG smelters and refiners, nor do we perform direct audits of the other entities in our supply chain. However, we do rely upon industry efforts to influence smelters and refineries to participate in the EICC/GeSI Conflict-Free Smelter Program.
| 6. | Improvement Efforts to Mitigate Risk |
We intend to undertake the following next steps to improve the due diligence process and to gather additional information that will assist us to determine whether the conflict minerals we utilize benefit armed groups contributing to human rights violations:
| • | continue to conduct and report annually on supply chain due diligence for the applicable conflict minerals; |
| • | attempt to validate supplier responses using information collected via independent conflict free smelter validation programs such as the Electronic Industry Citizenship Coalition / Global e-Sustainability Initiative (EICC/GeSI) Conflict Free Smelter Program; |
| • | encourage direct suppliers to purchase components or other materials included in components used in Ambarella products from smelters that have obtained a “conflict-free” designation from an independent, third-party audit program; and |
| • | examine the possibility of establishing new terms and conditions in supplier contracts that stipulate responses to conflict mineral related inquire. |
| 7. | Facilities Used to Process Conflict Materials |
The following list represents the smelters and refiners provided by our suppliers, verified against the CFSI known smelters and refiners.
List of Facilities
| Metal |
Name of Smelter or Refinery |
Smelter/Refinery Location | ||
| Gold | Heraeus Ltd. Hong Kong | HONG KONG | ||
| Gold | Western Australian Mint trading as The Perth Mint | AUSTRALIA | ||
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | ||
| Gold | Metalor Technologies SA | SWITZERLAND | ||
| Gold | Argor-Heraeus SA | SWITZERLAND | ||
| Gold | Asahi Pretec Corporation | JAPAN | ||
| Gold | Materion | UNITED STATES | ||
| Gold | Mitsubishi Materials Corporation | JAPAN | ||
| Gold | Royal Canadian Mint | CANADA | ||
| Gold | SEMPSA Joyería Platería SA | SPAIN | ||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | CHINA | ||
| Tantalum | H.C. Starck GmbH Goslar | GERMANY | ||
| Tantalum | H.C. Starck GmbH Laufenburg | GERMANY | ||
| Tantalum | H.C. Starck Co., Ltd. | THAILAND | ||
| Tantalum | H.C. Starck Hermsdorf GmbH | GERMANY | ||
| Tantalum | H.C. Starck Inc. | UNITED STATES | ||
| Tantalum | H.C. Starck Ltd. | JAPAN | ||
| Tantalum | H.C. Starck Smelting GmbH & Co.KG | GERMANY | ||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | ||
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES | ||
| Tantalum | Ulba | KAZAKHSTAN | ||
| Tantalum | F&X Electro-Materials Ltd. | CHINA | ||
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION | ||
| Tin | CV United Smelting | INDONESIA | ||
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA | ||
| Tin | Metallo Chimique | 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 Stanindo Inti Perkasa | INDONESIA | ||
| Tin | PT Timah | INDONESIA | ||
| Tin | Thaisarco | THAILAND | ||
| Tin | PT Bangka Tin Industry | INDONESIA | ||
| Tin | Yunnan Tin Company, Ltd. | CHINA | ||
| Tin | Alpha | UNITED STATES | ||
| Tin | PT Tambang Timah | INDONESIA | ||
| Tin | PT Timah (Persero), Tbk | INDONESIA | ||
| Tin | White Solder Metalurgia e Mineração Ltda. | BRAZIL | ||
| Tungsten | Xiamen Tungsten Co., Ltd | CHINA | ||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | ||
| Tungsten | Ganzhou Huaxin Tungsten Products | CHINA | ||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | ||
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA | ||
| Tungsten | Chongyi Zhangyuan Tungsten Co Ltd | CHINA | ||
| Tungsten | Global Tungsten & Powders Corp. | UNITED STATES | ||