Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
BLACK BOX CORPORATION
(Exact name of the registrant as specified in its charter)
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| | |
Delaware | 0-18706 | 95-3086563 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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| | |
1000 Park Drive
Lawrence, Pennsylvania | | 15055 |
(Address of Principal Executive Offices) | | (Zip Code) |
Ronald Basso, Esquire
Executive Vice President, General Counsel & Secretary
(724) 746-5500
(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:
þ 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
This Form SD of Black Box Corporation (“Black Box,” the “Company,” “we,” “our,” or “us”) is filed pursuant to Rule 13p-1 (collectively, including the Form SD, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, (the “Act”) for the reporting period January 1, 2015 to December 31, 2015 (the “2015 Compliance Period”).
The Rule requires disclosure of certain information when a company “manufactures” or “contracts to manufacture” products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (the “Conflict Minerals”). The “Covered Countries” for purposes of the Rule are the Democratic Republic of Congo and the adjoining countries (as defined in the Rule).
Black Box is a leading technology solutions provider dedicated to helping customers design, build, manage and secure their Information Technology (“IT”) infrastructure. The Company offers Products and Services that it distributes through two platforms it has built over its 40-year history. The current products offered through the Products platform include IT infrastructure, specialty networking, multimedia and keyboard/video/mouse ("KVM") switching. The primary services offered through the Services platform include communications lifecycle services, unified communications, structured cabling, video/AV services, in-building wireless and data center services.
Components and subassemblies for the above-mentioned product categories are sourced from a global supply base that include distributors, value added resellers, original equipment manufacturers and contract manufacturers. These components and subassemblies are used, in whole or in part, by Black Box to produce certain products in its Product platform and, to a lesser extent, in its Services platform.
Since these components and subassemblies come from numerous suppliers, Black Box’s knowledge about these products is largely limited to information provided by its suppliers regarding the contents of these products as well as whether Conflict Minerals are present in a product. Black Box believes, however, that Conflict Minerals are necessary to the functionality or production of many products in both the Products platform and the Services platform including products that were manufactured, or contracted to be manufactured, by Black Box during the 2015 Compliance Period (the “Covered Products”).
Having determined that the Rule applies to these Covered Products, we undertook a reasonable country of origin inquiry to determine whether the Conflict Minerals contained in these Covered Products were sourced from Covered Counties or from recycled or scrap resources. Following such inquiry, we concluded in good faith that in 2015 we did not have sufficient information from our suppliers to reach a conclusion as to all sources of Conflict Minerals in the Covered Products.
Black Box exercised due diligence, as more fully described in the attached Conflict Minerals Report, to determine the source and chain of custody of Conflict Minerals for the Covered Products. Identifying the presence of Conflict Minerals is a highly complex and challenging undertaking and the origin of Conflict Minerals cannot be determined with any certainty once the raw ores are smelted, refined and converted to ingots, bullion or other Conflict Mineral containing derivatives. Black Box, during the 2015 Compliance period, focused its efforts to reduce the number of suppliers of products that contain conflict minerals, enhance its due diligence program and identify, where possible, the smelters/refiners within its supply chain.
Pursuant to SEC guidance issued April 29, 2014 and the SEC order issued May 2, 2014, Black Box is not required to describe any of its products as “DRC conflict free” (as defined in Section 1, Item 1.01(d)(4) of Form SD), “DRC conflict undeterminable” (as defined in Section 1, Item 1.01(d)(5) of Form SD) or “having not been found to be ‘DRC conflict free,’ ” and therefore makes no conclusion in this regard in the report presented herein. Furthermore, given that Black Box has not voluntarily elected to describe any of its products as “DRC conflict free,” an independent private sector audit of the report presented herein has not been conducted. See Appendix A for smelters and refiners that were obtained via product-level responses from our suppliers.
Black Box maintains a formal written Conflict Minerals policy that reflects its commitment to sourcing minerals that are "DRC conflict free" which is publicly available on its Internet website at http://investor.blackbox.com/corporate-governance.cfm. During the 2015 compliance period, the Company implemented a grievance mechanism to facilitate information from interested parties regarding its sourcing strategy which is included in our Conflict Minerals policy. Item 1.02 Exhibits
As specified in Section 2, Item 2.01 of this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this Form SD. The Conflict Minerals Report also is publicly available on our Internet website at http://investor.blackbox.com/financials.cfm. Section 2 Exhibits
Item 2.01 Exhibits
Exhibit No. 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.
BLACK BOX CORPORATION
Date: May 31, 2016
/s/ TIMOTHY C. HUFFMYER
Timothy C. Huffmyer
Vice President, Chief Financial Officer
and Treasurer (Principal Accounting Officer)
Exhibit Index
Exhibit No. Description
1.01 Conflict Minerals Report