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:
| ☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2016. |
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, 2016 is filed herewith as Exhibit 1.01 and is accessible through our website at: http://investor.ambarella.com/sec.cfm. The website and information accessible through it are not incorporated into this document.
ITEM 1.02 – Exhibits
The Conflict Minerals Report for the calendar year ended December 31, 2016 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: May 30, 2017 | 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”, “our”, or the “Company”), 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 2016. 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.
The statements below are based on the activities performed to date in good faith by the Company and information available at the time of this filing.
| 1. | Company Overview; Covered Products |
Ambarella was incorporated in the Cayman Islands in 2004. We design, market and sell 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 cameras, unmanned aerial video, or UAV, cameras, and automotive video camera recorders. In addition, Ambarella’s video compression SoCs are used in television broadcasting equipment. We sell our SoC solutions to manufacturers of video cameras and television broadcasting infrastructure equipment.
During the 2016 calendar year, we sub-contracted to manufacture our SoC products containing 3TG minerals and 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, primarily located in Asia, for substantially all of our manufacturing operations, including wafer fabrication, assembly and testing of SoC our products. There are multiple tiers between our company and the mines that produce conflict minerals used in our products. 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 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 3TG minerals. We designed our due diligence process to conform in all material respects with these OECD guidelines. Our 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). |
| • | Communicating with any direct suppliers that did not timely respond to surveys or provide complete responses. |
| • | 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.
| 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. We believe this template is widely used by companies in our industry for the purpose of conducting due diligence 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. Each of our direct suppliers indicated that they had received data or information about the origin of 3TG minerals from all of their suppliers.
Based on the responses, all 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 one smelter that relies upon the third-party audit program administered by the London Bullion Market Association (LBMA) to verify its conflict-free status.
| 5. | Audit of Supply Chain Due Diligence |
As noted above, as a fabless semiconductor company we do not have a direct relationship with 3TG smelters and refiners, and we did not perform direct audits of the other entities in our supply chain. As a downstream purchaser of materials and components that contain conflict minerals, our due diligence measures cannot provide absolute assurance regarding the source and chain of custody of the conflict minerals in our Covered Products. However, we do rely upon industry third-party audit programs such as the EICC/GeSI Conflict-Free Smelter Program and LBMA. We did not engage a third-party auditor to independently audit our due diligence procedures or the results of our due diligence.
| 6. | Facilities Used to Process Conflict Materials |
Based on our due diligence process and the information received from our suppliers, the following facilities were identified by our suppliers as the smelters and refiners of the 3TG minerals present in and necessary to the functionality of our products manufactured in the calendar year ended December 31, 2016. This list if presented in good faith based upon the information we have to date.
| Metal |
Name of Smelter or Refinery |
Smelter/Refinery Location | ||
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN | ||
| Gold | AngloGold Ashanti Córrego do Sítio Mineração | BRAZIL | ||
| Gold | Argor-Heraeus S.A. | SWITZERLAND |
| Gold | Asahi Pretec Corp. | JAPAN | ||
| Gold | Asahi Refining Canada Ltd. | CANADA | ||
| Gold | Asahi Refining USA Inc. | UNITED STATES | ||
| Gold | Asaka Riken Co., Ltd. | JAPAN | ||
| Gold | CCR Refinery - Glencore Canada Corporation | CANADA | ||
| Gold | Chimet S.p.A. | ITALY | ||
| Gold | Dowa | JAPAN | ||
| Gold | Eco-System Recycling Co., Ltd. | JAPAN | ||
| Gold | Elemetal Refining, LLC | UNITED STATES | ||
| Gold | Heraeus Ltd. Hong Kong | CHINA | ||
| Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY | ||
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN | ||
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN | ||
| Gold | Kennecott Utah Copper LLC | UNITED STATES | ||
| Gold | Kojima Chemicals Co., Ltd. | JAPAN | ||
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | ||
| Gold | Materion | UNITED STATES | ||
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN | ||
| Gold | Metalor Technologies (Hong Kong) Ltd. | CHINA | ||
| Gold | Metalor Technologies S.A. | SWITZERLAND | ||
| Gold | Metalor USA Refining Corporation | UNITED STATES | ||
| Gold | Metalúrgica Met-Mex Peñoles S.A. De C.V. | MEXICO | ||
| Gold | Mitsubishi Materials Corporation | JAPAN | ||
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Gold | Nihon Material Co., Ltd. | JAPAN | ||
| Gold | Republic Metals Corporation | UNITED STATES | ||
| Gold | Royal Canadian Mint | CANADA | ||
| Gold | SEMPSA Joyería Platería S.A. | SPAIN | ||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA | ||
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN | ||
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | ||
| Gold | The Refinery of Shandong Gold Mining Co., Ltd. | CHINA | ||
| Gold | Tokuriki Honten Co., Ltd. | JAPAN | ||
| Gold | Umicore S.A. Business Unit Precious Metals Refining | BELGIUM | ||
| Gold | United Precious Metal Refining, Inc. | UNITED STATES | ||
| Gold | Western Australian Mint trading as The Perth Mint | AUSTRALIA | ||
| Tantalum | F&X Electro-Materials Ltd. | CHINA | ||
| Tantalum | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | ||
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION | ||
| Tantalum | Taki Chemical Co., Ltd. | JAPAN | ||
| Tantalum | Ulba Metallurgical Plant JSC | KAZAKHSTAN | ||
| Tantalum | H.C. Starck Co., Ltd. | THAILAND | ||
| Tantalum | H.C. Starck GmbH Goslar | GERMANY | ||
| Tantalum | H.C. Starck Inc. | UNITED STATES |
| Tantalum | H.C. Starck Ltd. | JAPAN | ||
| Tantalum | H.C. Starck Smelting GmbH & Co. KG | GERMANY | ||
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES | ||
| Tantalum | H.C. Starck Hermsdorf GmbH | GERMANY | ||
| Tin | Alpha | UNITED STATES | ||
| Tin | China Tin Group Co., Ltd. | CHINA | ||
| Tin | Cooperativa Metalurgica de Rondônia Ltda. | BRAZIL | ||
| Tin | CV United Smelting | INDONESIA | ||
| Tin | Elmet S.L.U. | SPAIN | ||
| Tin | EM Vinto | BOLIVIA | ||
| Tin | Fenix Metals | POLAND | ||
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA | ||
| Tin | Jiangxi Ketai Advanced Material Co., Ltd. | CHINA | ||
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA | ||
| Tin | Metallo-Chimique N.V. | BELGIUM | ||
| Tin | Mineração Taboca S.A. | BRAZIL | ||
| Tin | Minsur | PERU | ||
| Tin | Mitsubishi Materials Corporation | JAPAN | ||
| Tin | O.M. Manufacturing Philippines, Inc. | PHILIPPINES | ||
| Tin | Operaciones Metalurgical S.A. | BOLIVIA | ||
| Tin | PT Aries Kencana Sejahtera | INDONESIA | ||
| Tin | PT Artha Cipta Langgeng | INDONESIA | ||
| Tin | PT ATD Makmur Mandiri Jaya | INDONESIA | ||
| Tin | PT Babel Inti Perkasa | INDONESIA | ||
| Tin | PT Bangka Tin Industry | INDONESIA | ||
| Tin | PT Belitung Industri Sejahtera | INDONESIA | ||
| Tin | PT Bukit Timah | INDONESIA | ||
| Tin | PT DS Jaya Abadi | INDONESIA | ||
| Tin | PT Eunindo Usaha Mandiri | INDONESIA | ||
| Tin | PT Inti Stania Prima | INDONESIA | ||
| Tin | PT Mitra Stania Prima | INDONESIA | ||
| Tin | PT Panca Mega Persada | INDONESIA | ||
| Tin | PT Prima Timah Utama | INDONESIA | ||
| Tin | PT Refined Bangka Tin | INDONESIA | ||
| Tin | PT Sariwiguna Binasentosa | INDONESIA | ||
| Tin | PT Stanindo Inti Perkasa | INDONESIA | ||
| Tin | PT Timah (Persero) Tbk Kundur | INDONESIA | ||
| Tin | PT Timah (Persero) Tbk Mentok | INDONESIA | ||
| Tin | PT Tinindo Inter Nusa | INDONESIA | ||
| Tin | PT Wahana Perkit Jaya | INDONESIA | ||
| Tin | Rui Da Hung | TAIWAN | ||
| Tin | Thaisarco | THAILAND | ||
| Tin | VQB Mineral and Trading Group JSC | VIETNAM | ||
| Tin | White Solder Metalurgia e Mineração Ltda. | BRAZIL | ||
| Tin | Yunnan Tin Company, Ltd. | CHINA |
| Tin | PT Bangka Prima Tin | INDONESIA | ||
| Tin | PT Menara Cipta Mulia | INDONESIA | ||
| Tin | CV Serumpun Sebalai | INDONESIA | ||
| Tin | Thaisarco | THAILAND | ||
| Tin | Metallo-Chimique N.V. | BELGIUM | ||
| Tungsten | Wolfram Bergbau und Hütten AG | AUSTRIA | ||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | ||
| Tungsten | Xiamen Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Global Tungsten & Powders Corp. | UNITED STATES | ||
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA | ||
| Tungsten | Japan New Metals Co., Ltd. | JAPAN | ||
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA | ||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | ||
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA | ||
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | VIETNAM | ||
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA | ||
| Tungsten | H.C. Starck GmbH | GERMANY |