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Form SD

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM SD

 

 

Specialized Disclosure Report

 

 

ATRICURE, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-51470   34-1940305

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

6217 Centre Park Drive

West Chester, OH

     45069
(Address of principal executive offices)     (Zip Code)
M. Andrew Wade   (513) 755-4100
(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.

 

 

 

Section 1. Conflict Minerals Disclosure

Item 1.01. Conflict Minerals Disclosure and Report

AtriCure, Inc. (“AtriCure” or the “Company”) evaluated its products during the year ended December 31, 2013 and determined that certain products manufactured or contracted to be manufactured by the Company contain tin, tungsten, tantalum, and/or gold. As a result, the Company has filed a Conflict Minerals Report (“CMR”). A copy of the Company’s CMR is furnished as Exhibit 1.02 to this Form SD and is incorporated herein by reference. A copy of the Company’s CMR is also available on the Company’s website at www.atricure.com.

Item 1.02 Exhibit

A copy of the Company’s Conflict Minerals Report required by Item 1.01 is provided as Exhibit 1.02 hereto.

Section 2. Exhibits

Item 2.01. Exhibits

 

(d) Exhibits

 

No.

   

Description

1.02    Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

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 undersigned hereunto duly authorized.

 

     ATRICURE, INC.
Dated: June 2, 2014      By:   

/s/ M. Andrew Wade

        M. Andrew Wade
        Vice President and Chief Financial Officer
EX-1.02

Exhibit 1.02

AtriCure, Inc.

Conflict Minerals Report

For The Year Ended December 31, 2013

This report for the year ended December 31, 2013 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). 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”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. Conflict minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (collectively, “3TG”) for the purposes of this assessment. These requirements apply to registrants whatever the geographic origin of the conflict minerals and whether or not they fund armed conflict.

If a registrant can establish that the conflict minerals originated from sources other than the Democratic Republic of the Congo (“DRC”) or an adjoining country (the “Covered Countries”),or from recycled and scrap sources, they must submit a Form SD which describes the Reasonable Country of Origin Inquiry completed.

If a registrant has reason to believe that any of the conflict minerals in its supply chain may have originated in the Covered Countries, or if it is unable to determine the country of origin of those conflict minerals, then the issuer must exercise due diligence on the conflict minerals’ source and chain of custody. The registrant must annually submit a Conflict Minerals Report (“CMR”) to the SEC that includes a description of those due diligence measures.

 

1. Company Overview

AtriCure, Inc. (the “Company,” “AtriCure,” “we,” or “our”) was incorporated in the State of Delaware on October 31, 2000. The Company is a leading Atrial Fibrillation (“Afib”) solutions partner providing innovative products, professional education and support for clinical science to reduce the economic and social burden of Afib. The Company sells cardiac tissue ablation and left atrial appendage exclusion devices to hospitals globally through a direct sales force and distributors. An analysis of AtriCure products found that 3TG can be found in AtriCure’s devices. Therefore, the products that AtriCure manufactures are subject to the reporting obligations of Rule 13p-1.

 

2. Products and Facilities Overview

AtriCure’s product lines are classified as follows:

AtriCure’s Synergy Ablation System and Related Radio Frequency (“RF”)_Ablation Devices. Our Synergy System and related RF devices, such as our multifunctional pens, represent our primary product line. Physicians may elect to use the Synergy System and related RF devices in both open and minimally invasive procedures.

Estech’s Radio Frequency Ablation Devices. We acquired these products through the December 31, 2013 acquisition of Endoscopic Technologies, Inc. (“Estech”). Physicians may elect to use the COBRA ablation devices and related RF devices in both open and minimally invasive procedures.

Cryoablation System. Our cryoablation offering consists of our ACC2 and cryoICE® BOX generators along with the cryoIce™ probe and reusable cryo probes which use cryothermy, or extreme cold, to ablate cardiac tissue. Our cryoablation devices are used with our cryoablation generators and are being adopted by physicians for Afib ablation treatment during certain open-heart procedures for which physicians prefer cryoablation over RF ablation.

AtriClip System. Our AtriClip system is designed to exclude the left atrial appendage by implanting the device during concomitant open surgical procedures from the outside of the heart, avoiding contact with the circulating blood pool while eliminating blood flow between the left atrial appendage and the atria.

We manufacture a substantial majority of the disposable and implantable products we sell and generally purchase items that would be deemed capital equipment. We inspect, assemble, test and package our products in either West Chester, Ohio or San Ramon, California, and our products are sterilized by third-party outside sterilizers at their facilities.

3. Reasonable Country of Origin Inquiry (“RCOI”)

AtriCure conducted a good faith reasonable country of origin inquiry of its suppliers and has been unable to determine the origin of all of the 3TG used in its devices.

 

4. Due Diligence Process

The Company has looked to industry guidelines to help establish its programs such as the Conflict Minerals Reporting Template developed by the Conflict-Free Sourcing Initiative (“CFSI”) that facilitates the transfer of information through the supply chain regarding mineral country of origin and smelters and refiners being utilized. The Company intends to further develop transparency into its supply chain by further leveraging the industry standard CFSI program and continuing outreach efforts to suppliers, but it will take time for some of AtriCure’s suppliers to verify the origin of all of the minerals due to the breadth and complexity of the supply chain.

The Company’s due diligence efforts have been developed in conjunction with the 2nd edition of The Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related supplements for gold and for tin, tantalum, and tungsten. The Company introduced and continues to develop a supply chain transparency process to attempt to identify the sources of the 3TG used in its products and to gather information about supplier conflict-free policies.