Specialized Disclosure Report (sd)
May 31 2022 - 04:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
OREGON
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0-27140
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(State or other jurisdiction of incorporation)
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(Commission file number)
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201 NE Park Plaza Drive,
Suite 100
Vancouver, WA 98684
(Address of principal executive offices and Zip code)
Aaron Wilkins
Senior Vice President,
Chief Financial Officer, and
Corporate Secretary
360-397-6250
(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:
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Rule 13p‑1 under the Securities Exchange Act
(17 CFR 240.13p‑1) for the reporting period from
January 1 to December 31, 2021.
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Rule 13q‑1 under
the Securities Exchange Act (17 CFR 240.13q‑1) for the
fiscal year ended __________. |
Section 1 — Conflict Minerals
Disclosure
Item 1.01 Conflict Minerals Disclosure and
Report
Conflict Minerals Disclosure
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act directed the Securities and Exchange Commission (the
“SEC”) to adopt rules mandating issuers that are required to file
reports pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), to make
specialized disclosures and conduct related diligence concerning
specified minerals and their derivative metals determined by the
United States government to be financing conflict in the Democratic
Republic of Congo or adjoining countries. Under the SEC’s
implementation of Section 1502, through the adoption of
Section 13(p) of the Exchange Act and the promulgation of
Rule 13p‑1 thereunder, companies that manufacture or contract
to manufacture products that contain “Conflict Minerals” (defined
below) that are necessary to the product’s functionality or
production must file this Form SD Specialized Disclosure
Report on an annual basis. This report on Form SD is filed for
the reporting period January 1, 2021 through
December 31, 2021. “Conflict Minerals” include
columbite-tantalite (coltan), cassiterite, gold, wolframite, or
their derivatives, which are limited to tantalum, tin, and
tungsten, or any other mineral or its derivatives that the United
States Secretary of State may designate in the future.
For the purposes of complying with this requirement, Northwest Pipe
Company (the “Registrant”) has determined, based on the reasonable
country of origin inquiry described below, that with respect to its
necessary Conflict Minerals, it either (i) has no reason to
believe that such necessary Conflict Minerals may have originated
in the Democratic Republic of the Congo or an adjoining country, or
(ii) reasonably believes that such necessary Conflict Minerals
came from recycled or scrap sources.
The Registrant is a leading manufacturer for water related
infrastructure products. In addition to being the largest
manufacturer of engineered steel water pipeline systems in North
America, the Registrant manufactures high-quality precast and
reinforced concrete products; water, wastewater, and stormwater
equipment; steel casing pipe, bar-wrapped concrete cylinder pipe,
and one of the largest offerings of pipeline system joints,
fittings, and specialized components. Strategically positioned to
meet growing water and wastewater infrastructure needs, the
Registrant provides solution-based products for a wide range of
markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and
Northwest Pipe Company lines. The Registrant does not directly
purchase any Conflict Minerals. The Registrant relies on its direct
suppliers to provide information on the origin of the Conflict
Minerals contained in components and materials supplied to it. The
Registrant conducted an inquiry in which it asked certain suppliers
to state (a) whether any of the materials they supplied to the
Registrant contained a Conflict Mineral and (b) if so, to
provide a complete country of origin narrative stating the national
origin of the Conflict Minerals used, including whether or not they
were gathered from scrap or recycled origins. Inquiries were sent,
and responses received and reviewed, by employees in the
Registrant’s purchasing operations department. All inquiries were
made in writing and accompanied by information regarding the reason
for such inquiry. All suppliers were requested to respond in
writing on company letterhead. Certain other due diligence
procedures were performed in regards to suppliers that did not
respond to the initial inquiry or repeated follow up requests.
The results of this inquiry established that only a very limited
number of the Registrant’s supplies contain Conflict Minerals, and
only two Conflict Mineral derivatives—niobium (a form of
columbite-tantalite) and tin—are present in the materials used by
the Registrant in its products. Certain of the Registrant’s
suppliers indicated that such Conflict Minerals were included in
the alloys purchased by the Registrant to fabricate its pipe
products. Therefore, the Conflict Minerals may be deemed necessary
to the functionality or production of a product manufactured by the
Registrant under the applicable regulations.
The suppliers that indicated that they were supplying the
Registrant with materials that may contain Conflict Minerals also
represented to the Registrant that the niobium or tin supplied to
the Registrant either (i) came from recycled or scrap sources
or (ii) originated in North or South America and did not
originate in the Democratic Republic of the Congo or an adjoining
country. The Registrant has no reason to believe these
representations are untrue given the facts and circumstances
surrounding those representations.
In accordance with Section 13(p) of the Exchange Act, as soon
as reasonably practicable after we file this Form SD with the
SEC, this report will be available at the Investor Relations
section of our website, www.nwpipe.com.
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.
NORTHWEST PIPE COMPANY
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/s/ Scott Montross
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By:
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Scott Montross
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Title:
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Director, President, and Chief Executive Officer
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Date: May 31, 2022
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