UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
INNOSPEC INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-13879 | 98-0181725 | ||
(State or Other Jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8310 South Valley Highway Suite 350 Englewood Colorado | 80112 | |
| (Address of principal executive offices) | (Zip code) |
David B. Jones
Vice President, General Counsel & Chief Compliance Officer
(303) 792 5554
(Name and telephone, 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:
| ☒ | Rule13p-1 under the Securities Exchange Act (17 CFR240.13p-1) for the reporting period from January 1 to December 31, 2018. |
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Form SD of Innospec Inc. (the “Company” or “Innospec”) for the year ended December 31, 2018 is filed pursuant toRule 13p-1 (“Rule”) under the Securities Exchange Act of 1934, as amended. The Rule was adopted by the Securities and Exchange Commission (“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”). Conflict minerals are defined by the SEC as gold, columbite-tantalite (coltan), cassiterite, wolframite or their derivatives, which are limited to tantalum, tin, and tungsten. The Rule imposes certain reporting obligations on SEC registrants whose products contain conflict minerals that are necessary to the functionality or production of their products (such necessary minerals are referred to as “necessary conflict minerals”). For products which contain necessary conflict minerals, the registrant must conduct in good faith a reasonable country of origin inquiry (“RCOI”) designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo (“DRC”) or adjoining countries, collectively defined as the “Covered Countries.”
Commencing in January of each year, Innospec’s Legal Compliance department directs and oversees a review of Innospec’s products, with input from other departments, product managers and other relevant employees, to make a determination as to whether conflict minerals were “necessary to the functionality or production” of any of the products that Innospec manufactured or contracted to manufacture during the prior calendar year. If, as a result of the internal review, the Legal Compliance department determines that conflict minerals were necessary to the functionality or production of any Innospec product manufactured or sold during the prior calendar year, it will commence and oversee an RCOI and otherwise ensure compliance with the Rule.
From its internal review process the Company determined that, during the year ended December 31, 2018, the Company used two catalysts containing tin as a component (the “Catalysts”) in the manufacture of certain of its products. These Catalysts are filtered but not washed out of the relevant Company products. It is possible that these Catalysts may also have been used in the production of certain of the Company’s products in prior years. The Company purchased both Catalysts from the same supplier. Except for its products containing the Catalysts, the Company does not believe that any of its other products manufactured or sold during 2018 contained necessary conflict minerals.
In accordance with the Rule, Innospec conducted an RCOI by seeking a certification from the supplier of the Catalysts as to the source of the tin contained in the Catalysts. That supplier represented to the Company in writing that “. . . the tin based products that it manufactures are produced from tin sourced from smelters on the RMI compliant smelter list.” After receipt of this certification, the Company followed up with the supplier seeking further clarification that the Catalysts did not contain tin that originated in any Covered Country and was a provided with a list containing names of the tin smelters which the supplier used, and the countries where such smelters are located (the “Supplier List”). According to the Supplier List, none of the tin was sourced from smelters in any Covered County. The Company compared the smelters on the Supplier List to the list of conformant tin smelters that appears on the Responsible Minerals Initiative (“RMI”) website (http://www.responsiblemineralsinitiative.org/tin-conformant-smelters/) and confirmed that each tin smelter appearing on the Supplier List also appeared on the RMI conformant tin smelter list with country locations that did not include any Covered Countries.
Based on the results of its RCOI, the Company has no reason to believe that the tin contained in Catalysts may have originated in any of the Covered Countries.
This conflict minerals disclosure is publicly available on the Company’s website at
http://www.innospecinc.com/aboutus/corporate-governance/conflict-minerals
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Item 1.02 Exhibit
Not Applicable.
Section 2 – Exhibits
Item 2.01 Exhibits
Not applicable
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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.
| INNOSPEC INC. | ||
| By: | /s/ David B. Jones | |
| Name: | David B. Jones | |
| Title: | Vice President, General Counsel & Chief Compliance Officer | |
Date: May 28, 2019
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