ULGX Urologix Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM SD

 

SPECIALIZED DISCLOSURE REPORT

 

 

Urologix, Inc.

(Exact name of the registrant as specified in its charter)

 

 

Minnesota	0-28414	41-1697237
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

 

 

14405 21st Avenue North, Minneapolis, MN	55447
(Address of principal executive offices)	(Zip code)
Scott M. Madson	(763) 475-1400

(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

 

Introduction

Urologix, Inc. (the “Company” or “Urologix”), headquartered in Minneapolis, MN has been in continuous existence since 1991. The Company develops, manufactures, and markets non-surgical, office-based therapies for the treatment of the symptoms and obstruction resulting from non-cancerous prostate enlargement also known as benign prostatic hyperplasia (BPH). We market both the Cooled ThermoTherapy™ (CTT) product line and the Prostiva® Radio Frequency (RF) Therapy System. CTT uses a flexible catheter to deliver targeted microwave energy combined with a unique cooling mechanism that protects healthy urethral tissue and enhances patient comfort to provide safe, effective, lasting relief from BPH voiding symptoms by the thermal ablation of hyperplastic prostatic tissue surrounding the urethra. The proprietary Prostiva® RF Therapy System delivers radio frequency energy directly into the prostate through the use of insulated electrodes deployed from a transurethral scope, ablating targeted prostatic tissue under the direct visualization of the urologist. These focal ablations reduce constriction of the urethra, thereby relieving BPH voiding symptoms.

 

Unless otherwise defined in this Form SD or the attached Conflict Minerals Report, terms have the meanings ascribed to them in Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule”), the instructions to Form SD, and the SEC Release relating to the Rule (Release No. 34-67716 dated August 22, 2012).

 

Reasonable Country of Origin Inquiry

 

As conflict minerals are necessary to the functionality or production of products manufactured by Urologix or contracted by Urologix to be manufactured, Urologix has conducted in good faith a reasonable country of origin inquiry (“RCOI”) for calendar year 2014 to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”), or from recycled or scrap sources. The RCOI for 2014 is described in the attached Conflict Minerals Report.

 

Based on the RCOI, Urologix determined that some of its necessary conflict minerals originated in the Covered Countries and are not from recycled or scrap sources. Accordingly, Urologix exercised due diligence on the source and chain of custody of its necessary conflict minerals, as discussed in the attached Conflict Minerals Report.

 

Conflict Minerals Disclosure

 

As required by the Rule, Urologix is filing the attached Conflict Minerals Report, which is publicly available on the Company’s Internet website at: www.urologix.com/investor-center.php.

 

Item 1.02 Exhibit

 

Urologix, as an exhibit to this Form SD, is filing the Conflict Minerals Report required by Item 1.01 of 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 Form SD.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 

 

UROLOGIX, INC.
(Registrant)
/s/ Scott M. Madson		May 29, 2015
By Scott M. Madson, Chief Financial Officer		Date

 

 

 

* * * * *

 

 

 

 

 

 

Exhibit 1.01

Conflict Minerals Report

Urologix, Inc.

2014 Calendar Year

 

Unless otherwise defined in this Conflict Minerals Report, terms have the meanings ascribed to them in Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule”), the instructions to Form SD, and the SEC Release relating to the Rule (Release No. 34-67716 dated August 22, 2012).

 

(1)	Due Diligence

 

"Urologix,” "we," "our" and "us" are used interchangeably to refer to Urologix, Inc. The following is a description of the measures we took to exercise due diligence on the source and chain of custody of conflict minerals contained in certain products the Company manufactured or contracted to manufacture in the reporting period of January 1, 2014 to December 31, 2014. These products are identified below under Section 2 of this Conflict Minerals Report.

 

To date the Company has not used any formal due diligence framework, including the framework developed by the Organization for Economic Co-operation and Development (OECD), to determine the source and chain of custody of conflict minerals. The Company designed and implemented its due diligence process, which is described below, based upon the results of its reasonable country of origin inquiry and the nature of its supply chain, in light of the requirements of the Rule.

 

Due Diligence Process:

 

As a first step in its due diligence process, Urologix’s Conflict Minerals Committee consisting of the Chief Financial Officer, Senior Accounting Manager, Supply Chain Manager, and Supply Chain Coordinator met to review the requirements of the rule. The Conflict Minerals Committee is responsible for designing and implementing the due diligence process and for future improvements to the Company’s conflict minerals supply chain management.

 

Next, Urologix determined that Conflict Minerals are contained in certain products manufactured or contracted to be manufactured by us, namely our CoolWave control unit and CTC Advance microwave catheter kits and the Prostiva radio frequency generators and hand pieces (the “Covered Products”), and that the Conflict Minerals are necessary to the functionality or production of these Covered Products.

 

Then, we obtained a list of all of our suppliers for the Covered Products and filtered the list to remove all service, consultant, and non-product suppliers, as well as all suppliers that we had not purchased from during calendar year 2014. Urologix then conducted a supply chain survey of suppliers for the Covered Products using the Electronic Industry Citizenship Coalition, Incorporated & Global e-Sustainability Initiative (“EICC/GeSI”) Conflict Minerals reporting template. That template provided us with a standardized method for the collection of representations, statements and data from our suppliers relating to the presence, use, source and chain of custody of Conflict Minerals in supplier parts that are incorporated in the Covered Products. As a downstream manufacturer, we rely on our suppliers to provide the origins of all Conflict Minerals, including smelter and mine locations, and transit routes. For the 2014 calendar year we surveyed a total of 58 suppliers.

 

Consistent with our process in calendar year 2013, for our 2014 suppliers we surveyed them in good faith, utilizing up to three rounds of communications through May 2015. We evaluated returned surveys to identify: (i) completeness and responsiveness of the information provided by suppliers; (ii) the use of Conflict Minerals in products produced by these suppliers as well as in the products sold to us included in the Covered Products; (iii) country of origin information relating to these Conflict Minerals; and (iv) any warning signs indicating that Conflict Minerals may have come from the Covered Countries. We made additional inquiries on a case-by-case basis to clarify or obtain more information as necessary. Of the 58 suppliers surveyed, we received responses from 81 percent of suppliers.

 

 

Based upon the survey responses from suppliers, we do not have sufficient information at this time to determine each of the specific facilities used to process Conflict Minerals used in the Covered Products or to identify specific countries of origin for the Conflict Minerals used in all of the Covered Products (whether manufactured or contracted to be manufactured by us). As such, we have concluded that the Covered Products are DRC conflict undeterminable.

 

We intend to continue to make strides for reporting year 2015 to mitigate the risk that necessary conflict minerals benefit or finance armed groups. First, we will continue to enhance our supplier engagement efforts, including working with suppliers who provided incomplete or insufficient information in an effort to obtain compete and accurate information in 2015. For those suppliers for which we are unable to determine the country of origin of necessary conflict minerals in our Covered Products, we are developing and implementing a risk mitigation response plan to review our business relationships with these suppliers, which mitigation may include identifying an alternate supply. Also, we are considering including a conflict minerals clause in our purchase order standard terms and conditions, Finally, we have added a conflict minerals inquiry to our supplier survey which we use in the process of evaluating and approving new suppliers.

 

We have made the Conflict Minerals Report publically available on the Company’s website at: www.urologix.com/investor-center.php

 

(2)	Product Description

 

The following table lists products that we manufacture or contract to be manufactured that contain necessary Conflict Minerals, all of which are DRC conflict undeterminable.

 

Product Name	Product Description	Facilities Used to Process Necessary Conflict Minerals	Country of Origin of Necessary Conflict Minerals
CoolWave Control Unit	Contains tin in the PC boards, solder, wire connectors, and wire harnesses.  Contains gold in the PC boards and wire connectors.  Contains tantalum in the capacitors.	Undetermined	Undetermined
CTC Advanced Mircowave Catheter	Contains tin in the PC boards, solder, wire connectors, and wire harnesses.  Contains gold in the PC boards and wire connectors.	Undetermined	Undetermined
Prostiva Generator	Contains tin in the PC boards, solder, wire connectors, and wire harnesses.  Contains gold in the PC boards and wire connectors.  Contains tantalum in the capacitors.	Undetermined	Undetermined
Prostiva Hand Piece	Contains tin in the PC boards, solder, wire connectors, and wire harnesses.  Contains gold in the PC boards and wire connectors.	Undetermined	Undetermined