UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
MERU
NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
Delaware |
|
001-34659 |
|
26-0049840 |
(State or other jurisdiction of
incorporation or organization ) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
894 Ross Drive, Sunnyvale, California |
|
94089 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Mark Liu
(408) 215-5300
(Name and
telephone number, including area code, of the person to contact in connection with this report.)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below 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 January 1 to December 31, 2014 |
Item 1.01. |
Conflict Minerals Disclosure and Report. |
Conflict Minerals Disclosure
A copy of the Conflict Minerals Report of Meru Networks, Inc. ( Meru ) for the reporting period January 1 to
December 31, 2014 is filed as Exhibit 1.01 to this specialized disclosure report on Form SD and is also available at Merus website at http://investors.merunetworks.com/sec.cfm.
Meru has filed, as an exhibit to this Form SD, a Conflict Minerals Report as
required by Item 1.01 of this Form.
|
|
|
Exhibit
Number |
|
Description of Document |
|
|
1.01 |
|
Meru Networks, Inc. Conflict Minerals Report for the reporting period January 1 to December 31, 2014. |
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.
|
|
|
|
|
|
|
|
|
MERU NETWORKS, INC. |
|
|
|
Dated: June 1, 2015 |
|
By: |
|
/s/ Mark Liu |
|
|
Name: |
|
Mark Liu |
|
|
Title: |
|
General Counsel |
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description of Document |
|
|
1.01 |
|
Meru Networks, Inc. Conflict Minerals Report for the reporting period January 1 to December 31, 2014. |
Exhibit 1.01
Conflict Minerals Report of Meru Networks, Inc.
This is the Conflict Minerals Report for Meru Networks, Inc. (Meru) for the calendar year ended December 31,
2014 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (Rule 13p-1), the reporting requirements promulgated by the Securities and Exchange Commission (SEC), 17 CFR Parts
240-249(b) (the SEC Rules) and the requirements of Item 1.01 of Form SD (together with Rule 13p-1 and the SEC Rules, the Applicable Rules ). In accordance with the Applicable Rules, Meru
undertook due diligence to determine which Meru products contain minerals that are defined as conflict minerals and, with respect to conflict minerals that are necessary to one or more Meru products, to determine the origin, source and
chain of custody of those conflict minerals (the Due Diligence Process). This Conflict Minerals Report summarizes Merus due diligence process to date, including steps contemplated to be taken since the end of 2013 to
mitigate the risk that the conflict minerals are sourced from the Democratic Republic of the Congo or an adjoining country (the Conflict Region). Terms otherwise not defined herein shall have the meanings ascribed to them
in the Applicable Rules.
Pursuant to the Applicable Rules and SEC guidance related thereto, Meru is not required to describe any of its
products as DRC conflict free, DRC conflict undeterminable or having not been found to be DRC conflict free, and therefore makes no conclusion in this regard in this report. Furthermore, given that Meru 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.
Meru develops and markets a wireless local area network solution, consisting of wireless access points, controllers and appliances. Meru
utilizes a number of original design manufacturers (ODMs) to manufacture Merus products. Meru relies on these ODMs to procure and integrate any and all component parts for Merus products.
Reasonable Country of Origin Inquiry
Certain conflict minerals are necessary to the functionality of Merus products. In accordance with the Applicable Rules, Meru undertook
in good faith a reasonable country of origin inquiry regarding conflict minerals that was reasonably designed to determine whether any of the conflict minerals originated in the Conflict Region, or are from recycled or scrap sources. Meru made
inquiries to each of our ODMs asking them to provide information on their sourcing practices, if any, in the Conflict Region. The ODMs each completed a questionnaire regarding information on conflict minerals supplied to Meru. As a result of
Merus inquiries, 100% of Merus ODMs responded.
Meru has not yet received sufficient information from its ODM suppliers to
enable it to reasonably conclude that all its products that contain minerals are conflict free. Accordingly, Meru is unable to determine whether the conflict minerals present in our products originate in the Conflict Region.
The Due Diligence Process
Merus Due Diligence Process is intended to conform, in all material respects, with the nationally and internationally recognized due
diligence framework in 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 Second Edition (OECD 2012)
and the supplements thereto (OECD Framework). A description of certain activities undertaken by Meru, as well as activities Meru intends to undertake, in respect of the OECD Framework is described below.
Establish strong company management systems
Meru has established and committed to a corporate policy statement that explains the importance of the conflict minerals issue and the
Companys responsibility for addressing conflict minerals in its supply chain. A copy of Merus Conflict Minerals Policy Statement is available at http://investors.merunetworks.com/corporate-governance.cfm. An inter-disciplinary team
coordinated all activities associated with meeting the new reporting requirements of the Applicable Rules. The team is comprised of management representatives from the operations, legal and finance departments.
Identify and assess risks in the supply chain
Merus due diligence measures are based on the OECD Framework and communications with its ODMs. Meru has focused its efforts on its ODM
suppliers because Meru is many steps removed from the mining of conflict minerals and does not purchase any raw materials for its products. Meru relies on its ODMs to complete the initial reasonable country of origin inquiry survey. Meru
has requested information from its ODMs, including the Electronic Industry Citizenship Coalition (EICC)/Global e-Sustainability Initiative Conflict Minerals Reporting Templates completed by the ODMs. Meru plans to use these
responses to complete its overall conflict minerals status assessment and for its continued due diligence efforts.
Meru intends to
continue to analyze the smelters and refineries used by its ODMs in order to determine which smelters and refineries, if any, have been certified by the Conflict-Free Sourcing Initiative (the CFSI ) Conflict-Free Smelter
Program. Attached as Exhibit A hereto is a list of the country locations of the smelters and refineries identified by Merus suppliers, grouped according to the specific conflict mineral processed by such smelters and refineries.
Design and implement a strategy to respond to identified risks
If, on the basis of red flags that are identified as a result of either (i) the supplier data acquisition or engagement processes or
(ii) the receipt of information from other sources, Meru determines that there is a reasonable risk that a supplier is sourcing conflict minerals that are directly or indirectly financing or benefiting armed groups, Meru intends to enforce its
Conflict Minerals Policy by means of a series of escalations.
Meru has completed the following actions to date:
|
|
|
requested information from ODMs regarding the use of conflict minerals by those manufacturers, specifically within the supply chain for Merus products; |
|
|
|
identified certain Meru products that contain conflict minerals; and |
|
|
|
monitored SEC releases, industry guidance and court rulings regarding conflict mineral disclosure requirements. |
In addition, Meru continues to make progress, and intends to make further progress, on the following:
|
|
|
analyzing reports produced by the CFSI listing conflict free smelters and refineries; and |
|
|
|
assessing the feasibility of consulting with outside independent consultants and acquiring tools to collect data to support investigations, reporting, due diligence and potential audits for determination of conflict
minerals status. |
Carry out independent third party audit of smelter/refinery due diligence practices
Meru has no direct relationship with smelters or refineries in its supply chain but intends to continue analyzing smelter reports from the CFSI
to confirm and audit its Due Diligence Process, including relying on the CFSI to conduct third-party audits of smelters and refineries.
Report
annually on supply chain due diligence
Meru publicly filed this Form SD and this Conflict Minerals Report with the SEC, and a copy of
this Form SD and this Conflict Minerals Report are publicly available on Merus website at http://investors.merunetworks.com/sec.cfm.
Future
Steps
Meru continues to develop methods, assess tools and adopt procedures that are designed to be both auditable and in
accordance with the OECD Framework. Meru seeks to improve its due diligence efforts, including the following steps:
|
|
|
establish and enhance reasonable methods to investigate and otherwise due diligence the representations made to it by its suppliers; |
|
|
|
monitor, and potentially provide ongoing training regarding, emerging best practices and other relevant topics to operations, finance and legal staff responsible for conflict minerals compliance; and |
|
|
|
work with suppliers to ensure that they have the proper resources to mitigate the risk that any necessary conflict minerals are sourced from the Conflict Region. |
FORWARD LOOKING STATEMENTS
Statements relating
to due diligence improvements are forward-looking in nature and are based on Merus managements current expectations or beliefs. These forward-looking statements are not a guarantee of performance and are subject to a number of
uncertainties and other factors that may be outside of Merus control and that could cause actual events to differ materially from those expressed or implied by the statements made herein.
DOCUMENTS INCORPORATED BY REFERENCE
Unless
otherwise stated herein, any documents, third party materials or references to websites (including Merus) are not incorporated by reference in, or considered to be a part of this Conflict Minerals Report, unless expressly incorporated by
reference herein.
Exhibit A
Smelters
|
|
|
Metal |
|
Location of Smelters Facilities |
Gold |
|
Australia Belgium
Brazil Canada
China Chile
Germany Hong Kong
India Indonesia
Italy Japan
Kazakhstan Republic of Korea
Kyrgyzstan Mexico
Netherlands Philippines
Russian Federation Saudi Arabia
Singapore South Africa
Spain Sweden
Switzerland Taiwan
Thailand Turkey
United States Uzbekistan |
|
|
Tantalum |
|
China Germany
Japan Kazakhstan
Russian Federation United
States |
|
|
|
Metal |
|
Location of Smelters Facilities |
Tin |
|
Belgium Bolivia
Brazil China
France Indonesia
Japan Malaysia
Peru Philippines
Poland Russian Federation
Singapore Taiwan
Thailand Vietnam
United Kingdom United States |
|
|
Tungsten |
|
Austria China
Germany Japan
Russian Federation United States |
Grafico Azioni (MM) (NASDAQ:MERU)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni (MM) (NASDAQ:MERU)
Storico
Da Set 2023 a Set 2024