UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

SPECIALIZED DISCLOSURE REPORT

 

 

ENTEROMEDICS INC.

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

 

 

 

Delaware		1-33818		48-1293684
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

2800 Patton Road, St. Paul, Minnesota 55113

(Address of principal executive offices, including zip code)

Greg S. Lea (651) 634-3003

(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, 2013.

 

 

 

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Section 1 – Conflict Minerals Disclosure

Item 1.01 – Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

The Conflict Minerals Report for the calendar year ended December 31, 2013 filed herewith as Exhibit 1.02, is available at www.enteromedics.com in the Corporate Governance section of the Investors page.

Item 1.02 – Exhibit

See Exhibit 1.02 to this specialized disclosure report, incorporated herein by reference.

Section 2 – Exhibits

Item 2.01 – Exhibits

Exhibit 1.02 – Conflict Minerals Report, as required by Items 1.01 and 1.02 of this Form.

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SIGNATURE

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.

 

Date: May 30, 2014

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EXHIBIT INDEX

 

Exhibit Number		Description
1.02		Conflict Minerals Report

Exhibit 1.02

Conflict Minerals Report of EnteroMedics Inc.

in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

This Conflict Minerals Report of EnteroMedics Inc. (“ETRM”) for calendar year 2013 was prepared in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.

1. Overview and Product Description.

This report has been prepared by the management of ETRM. The information includes the activities of all majority owned subsidiaries and variable interest entities that are required to be consolidated. ETRM is a developer of medical devices using neuroblocking technology to treat obesity, metabolic diseases and other gastrointestinal disorders. These devices contain certain minerals and their derivatives, generally described as tantalum, tin, tungsten, and gold (“3TG Minerals”).

2. Due Diligence Measures.

In accordance with the rules, ETRM undertook a Reasonable Country of Origin Inquiry (“RCOI”) to determine whether the necessary 3TG Minerals used in its outsourced manufacturing of medical devices originated in the Democratic Republic of Congo or an adjoining country (the “Covered Countries”). In conducting its due diligence, ETRM implemented 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 (OECD 2011) (“OECD Framework”), an internationally recognized due diligence framework.

The due diligence measures implemented under the OECD Framework as part of the RCOI were based on the Electronic Industry Citizenship Coalition and Global e-Sustainability (“EICC/GeSI”) initiative with the smelters and refiners of 3TG Minerals who provide those 3TG Minerals to our suppliers. ETRM is several levels removed from the actual mining of 3TG Minerals as ETRM outsources the manufacturing of its medical devices and must rely on its suppliers to provide information regarding the country of origin of the necessary 3TG Minerals. ETRM does not make purchases of raw ore or unrefined 3TG Minerals and makes no purchases in the Covered Countries.

ETRM’s due diligence measures included:

 

•

Conducting a supply-chain survey with direct suppliers of materials containing 3TG Minerals using the EICC/GeSI Conflict Minerals Reporting Template to identify the smelters and refiners.

 

•

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 the EICC/GeSI Conflict Free Smelter program for tantalum, tin, tungsten and gold where applicable, which allowed ETRM to determine that certain suppliers were “DRC conflict free.”

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•

Establishing a diligence team, headed by the Vice President and Corporate Controller, to oversee and support the supply-chain survey, perform due diligence and provide periodic updates to the Audit Committee of the Board of Directors.

3. Results of Due Diligence.

Based on the replies provided by the suppliers, a significant number of the suppliers do not use 3TG Minerals in the products provided to ETRM. Of the remaining suppliers, ETRM did not have adequate information to verify the specific facilities used by smelters and refiners in ETRM’s supply chain to process any 3TG Minerals necessary to ETRM’s products or the country of origin of such 3TG Minerals, as suppliers did not provide facility and country of origin information specific to ETRM’s products.

4. Steps to Improve Due Diligence.

In the next compliance period, ETRM intends to implement steps to improve the information gathered from its due diligence. The steps include:

 

•

Working with suppliers that have responded “DRC conflict undeterminable” to implement plans to increase compliance.

 

•

Communicating expectations with regard to supplier performance, transparency and sourcing.

 

•

Considering alternative sources should a current supplier disclose that Conflict Minerals are used in their product, and that they are unable to supply products that are free of Conflict Minerals.

5. Product Determination.

As a result of the due diligence measures described above, ETRM did not have adequate information to determine whether the necessary 3TG Minerals for its products originated in a Covered Country, whether the necessary 3TG Minerals are from recycled or scrap sources or if the necessary 3TG Minerals directly or indirectly financed or benefited armed groups in the Covered Countries.

6. Independent Private Sector Audit.

Based on the foregoing determination, this Report has not been subject to an independent private sector audit.