UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form SD

Specialized Disclosure Report

CAMBIUM NETWORKS CORPORATION

(Exact name of registrant as specified in its charter)

 

Commission File Number: 001-38952

 

 

 

c/o Cambium Networks, Inc.

3800 Golf Road, Suite 360

Rolling Meadows, Illinois 60008

(888) 863-5250

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Intertrust Corporate Services (Cayman) Limited

George Town

One Nexus Way, Camana Bay

Grand Cayman KY1-9005

Cayman Islands

+1 (345) 943-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 Sally J. Rau

General Counsel

Cambium Networks Corporation

3800 Golf Road, Suite 360

Rolling Meadows, Illinois 60008

(888) 863-5250

 

(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:

 

   ☒ Rule 13p-1 under the Securities Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2020.

 

 

 

 

 

 

 

 

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Section 1 — Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

A copy of the Conflict Minerals Report of Cambium Networks Corporation for the reporting period January 1 to December 31, 2020 is filed as Exhibit 1.01 to this specialized disclosure report on Form SD.

 

Item 1.02 Exhibit

 

Cambium Networks has filed, as an exhibit to this Form SD, the Conflict Minerals Report required by Item 1.01.

 

Section 2 - Exhibits

 

Item 2.01 Exhibits

 

 

Safe Harbor for Forward-Looking Statements

 

Certain statements in this Form SD and the Conflict Minerals Report attached as an Exhibit hereto are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact including words such as “look”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “consider” and “plan” and statements in the future tense are forward-looking statements. These statements that could be deemed forward-looking statements include statements regarding business trends, anticipated demand for our products, and any statements or assumptions underlying any of the foregoing.

 

Forward-looking statements are subject to certain risks and uncertainties that could cause our actual future results to differ materially, or cause a material adverse impact on our results. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date made. We do not undertake any obligation to update information contained herein. You should review our SEC filings carefully and with the understanding that our actual future results may be materially different from what we expect.

 

Documents Incorporated by Reference

 

Unless expressly incorporated by reference in this Form SD and the Conflict Minerals Report attached as an Exhibit hereto, any documents, third-party materials or references to websites (including, but not limited to, our website) are not incorporated by reference in, or considered to be a part of, the Form SD or the Conflict Minerals Report attached as an Exhibit hereto.

 

 

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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.

 

         

 

 

 

 

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Exhibit 1.01

CAMBIUM NETWORKS CORPORATION

CONFLICT MINERALS REPORT

FOR THE REPORTING PERIOD JANUARY 1, 2020 TO DECEMBER 31, 2020

IN ACCORDANCE WITH RULE 13P-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Cambium Networks Corporation and its subsidiaries (herein referred to as “Cambium Networks,” the “Company,” “we,” “our” and “us”) is committed to fair trade practices and a company culture that promotes social responsibility, as well as to working with suppliers that share our values regarding human rights, ethics, and environmental responsibility.  We are supportive of industry-wide efforts to responsibly source components used in the manufacture of our products.  As Cambium Networks does not directly procure minerals from mines, or the smelters or refiners (“SORs”) that process them, we work to advance responsible mineral sourcing in our supply chain through our policies and due diligence practices of our third-party manufacturers.  A copy of our Responsible Minerals Policy Statement as well as our Supplier Code of Conduct is available on the Company’s website at https://www.cambiumnetworks.com/our-company/environmental-social-and-corporate-governance/.

About this Report

This Conflict Minerals Report has been prepared by Cambium Networks in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1” or “Rule”) for the reporting period January 1 to December 31, 2020.  Rule 13p-1 requires the disclosure of certain information by companies that manufacture or contract to manufacture products that use minerals specified in Rule 13p-1 that are necessary to the functionality or production of these products. These minerals are currently defined by the SEC as Cassiterite, Columbite, Tantalite (Coltan), Gold, Wolframite, or their derivatives, which the SEC has currently limited to tin, tantalum, tungsten, and gold (collectively or individually, as appropriate, “3TG” or “Conflict Minerals”) originating from the Democratic Republic of the Congo or an adjoining country (collectively, “Covered Countries”) and that financed or benefited armed groups in any of these countries.  

Company Overview

We provide fixed wireless broadband and Wi-Fi networking infrastructure solutions for network operators, including wireless internet service providers, mobile network operators, enterprises and government agencies, communities and cities worldwide. Our products are designed for multiple standards and frequencies of fixed wireless and Wi-Fi, all managed centrally via the cloud, deployed indoors and outdoors.

We were formed in 2011 when Cambium Networks acquired the Point-to-Point, or PTP, and Point-to-Multi-Point, or PMP, businesses from Motorola Solutions.  Following the acquisition, we renamed the business Cambium Networks and we leveraged the technology to continue to develop and offer an extensive portfolio of reliable, scalable and secure enterprise-grade fixed wireless broadband and PTP and PMP platforms, Wi-Fi, switch and IIoT solutions.

Products Overview

We offer a portfolio of fixed wireless broadband and Wi-Fi solutions.  Our products can be categorized into our PTP backhaul, PMP distribution, Wi-Fi access, cnMatrix switching, cnWave 60 GHz solutions and cnReach IIoT solutions. We also offer a number of other network management and monitoring tools, such as cnMaestro, XMS Cloud, LINKPlanner, cnHeat, Swift, and cnArcher, to further improve ease of use and network performance (“Covered Products”).

The 3TG present in Cambium Network’s supply chain is used primarily in the manufacture of our wireless radios and accessories in our fixed wireless broadband and Wi-Fi solutions.  

Supply Chain Overview  

We generally manufacture our products through third party manufacturers. As a result, we rely on our third-party manufacturers and component suppliers to provide information on the origins of Conflict Minerals necessary to the functionality or production of our products. We have no business relationship with any of the SORs involved in producing Conflict Minerals or with any of their respective suppliers.  For certain products, we outsource both the design and manufacture of the product and distribute the product under our name on a white label basis.

Our third-party manufacturing partners generally procure the components needed to build and assemble our products according to our design specifications.  Our third-party manufacturers procure components and assemble our products based on our demand forecasts.  

Once the completed products are manufactured and tested, configured, inspected and pass quality control inspection, our third-party manufacturers ship the products to our direct fulfillment facilities. We outsource the warehousing and delivery of our products at these fulfillment facilities to a third-party logistics provider for worldwide fulfillment. Our products are installed by network operators or by third-party service providers such as system integrators or value-added resellers on behalf of the end user customer.

Reasonable Country of Origin Review

For the reporting period from January 1 to December 31, 2020, we conducted reasonable country of origin inquiry (“RCOI”) activities followed by due diligence investigations to determine the source and chain of custody of the Conflict Minerals that are necessary to the functionality or production of our products to ascertain whether any Conflict Minerals are included in our Covered Products (as defined in Rule 13p-1) and originated in a Covered Country.

To perform our RCOI, we surveyed our third-party manufacturers, prioritizing our largest suppliers in this process to collect information and raise awareness of our expectations relating to Conflict Minerals with greater effectiveness.  In the survey, we asked the third-party manufacturers (i) whether the products they supply to us (or their components) contained Conflict Minerals, and (ii) if they did, to provide information regarding the source of Conflict Minerals contained in those products and components. We relied on our third-party manufacturers to provide us with information about the source of Conflict Minerals contained in the products and components they supplied

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to us.  Due to the complexity of our supply chain, it is time consuming and difficult to verify the origin of all of the Conflict Minerals in our products.  

Although we have been able to achieve a significant level of transparency as a result of our supply chain due diligence processes, we have been unable to determine the origin of all of the Conflict Minerals used in our products with absolute certainty.

Cambium Networks’ Responsible Minerals Program Design

We have implemented a system of controls that allows for the identification of suppliers within our supply chain and the country of origin of minerals, using supplier surveys.  We have designed our due diligence with respect to the source and chain of custody of the 3TG contained in our products based on a survey of our third-party manufacturers using the Conflict Minerals Reporting Template (“CMRT”), a free, standardized reporting template developed by the Responsible Minerals Initiative, a resource for companies from a range of industries addressing responsible mineral sourcing issues in their supply chains. The CMRT facilitates the transfer of information through the supply chain regarding mineral country of origin and the SORs being utilized. The template also facilitates the identification of new SORs.  We must rely on third-party manufacturers to provide information whether Conflict Minerals are included in the Covered Products and, if so, the country of origin. Our third-party manufacturers determine and conduct their own “reasonable country of origin inquiry” survey regarding the origins of the Conflict Minerals included in the Covered Products and provide us with written certifications regarding the results of such survey.

We collect, assess, and maintain, in a database, records of our due diligence efforts.  The responses from the CMRT are collected in a database that we maintain that allows us to track responses and perform due diligence on that data.  We use a third party resource to analyze the results of the CMRTs that we collect from our third-party suppliers, including the data transmitted by our suppliers to provide reports to us indicating the use of 3TG minerals in the supplier's products, details on the origin of 3TG minerals, specifically to the smelter level in the supply chain, details on 3TG minerals sourced from a supplier of recycled or scrap 3TG, whether each supplier has identified all of the smelters used by the company and its suppliers, the list of all smelters used per supplier and overall and whether the smelters identified are validated as conflict-free smelters.  

Once we receive CMRT responses, we analyze them. Suppliers that provided, in our judgment, incomplete information, are contacted again in order to obtain additional information, and/or seek clarification, and we track and monitor the completion of CMRTs by suppliers to try to obtain any missing CMRTs. Our policy is to conduct follow-up communications with suppliers whose CMRTs are incomplete or missing.

Cambium Networks 2020 RCOI and Due Diligence Measures and Results

During 2020, Cambium Networks surveyed its suppliers using the CMRTs. In total, we surveyed 427 suppliers, of which 89% returned CMRTs to Cambium Networks. As a downstream purchaser, however, our diligence processes depend upon our third-party manufacturers seeking data within their supply chains to identify the original sources of Conflict Minerals, and some of our third-party manufacturers have advised us that they did not receive responses to their requests for due diligence information from all of their suppliers.

The CMRT that we distributed to our third-party manufacturers requests that such third-party manufacturers provide information on the SORs that they or the vendors in their supply chains use to process Conflict Minerals. We relied on responses from such third-party manufacturers in order to determine the facilities used to process the Conflict Minerals used in our products. Certain suppliers responded that they were unable to provide all SOR information at this time and we are continuing to follow up on these responses. Many of the responses that we received provided information at the supplier level, which is not sufficient to tie the products supplied to us back to the SORs in our supply chain. However, the responses we did receive from our third-party manufacturers identified no SORs as potential sources of Conflict Minerals that were reported to be in our supply chain. Due to the use of company-wide surveys by some suppliers and the multiple levels of suppliers in our supply chain we are unable to determine with certainty a complete list of SORs that actually provide Conflict Minerals used in our products.  However, we believe the SORs used in our products may include those listed on Appendix A hereto.

Based on the data provided by our third-party manufacturers, we concluded that we are unable to determine the country of origin of all of the Conflict Minerals in our supply chain during the reporting period, whether the Conflict Minerals came from recycled or scrap sources, the facilities used to process them, or their mine or location of origin.

Based on the certifications provided by our third-party manufacturers and our review of the SOR lists they provided to us, to the extent available, against the CFSI list of compliant SORs, we have no reason to believe that any of our Covered Products contain Conflict Minerals originating from the Covered Countries. We have therefore concluded that we are not required to conduct further due diligence on the supply chain or submit a Conflict Minerals Report with this disclosure.

In accordance with the Rule, this report will be made available on the Company’s website in the SEC Filings section of the Investor Relations page of the Company’s website at https://investors.cambiumnetworks.com/financial-information/sec-filings as soon as practicable after filing.

Location of Smelters and Refiners

As part of the due diligence process we reviewed surveys on Conflict Minerals from an aggregate total of approximately 427 suppliers. These surveys listed a total of approximately 281 SORs. Some of these suppliers provided information at a part number level and were able to specifically identify the smelters from which their minerals were procured. Other suppliers provided their complete list of smelters, but were unable to identify the specific smelters from which any minerals used in our products were procured. As some of the surveys we received are company-wide and not product specific, we believe these surveys may include SORs that do not provide Conflict Minerals that are used in our products.  We believe the SORs used in our products may include those listed on Appendix A.

Ongoing Risk Mitigation Activities

We are continually trying to identify risks within our supply chain and to improve our compliance with fair trade practices and ethical sourcing in the manufacture of our products.  If any Covered Country-supported source is found to benefit armed groups, we plan to work to remove such suppliers from our supply chain in accordance with our environmental standards and our Responsible Minerals Policy.  

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We intend to take the following steps to improve our due diligence measures and to further mitigate the risk that the 3TG contained in our products could benefit armed groups in the Covered Countries:

FORWARD-LOOKING STATEMENTS

Statements relating to due diligence process improvement made in this Conflict Minerals Report, as well as certain other statements made in this Conflict Minerals Report, are forward-looking in nature and are based on Cambium Networks management's current expectations or beliefs. These forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors that may be outside of Cambium Networks’ control and that could cause actual events to differ materially from those expressed or implied by the statements made herein.  

DOCUMENTS INCORPORATED BY REFERENCE

Unless otherwise stated herein, any documents, third-party materials or references to websites (including Cambium Networks’) are not incorporated by reference in, or considered to be a part of, this Conflict Minerals Report unless expressly incorporated by reference herein.  

INHERENT LIMITATIONS ON DUE DILIGENCE MEASURES

Our due diligence measures can provide only reasonable, not absolute, assurance regarding the source and chain of custody of Conflict Minerals. Our due diligence processes are based on the necessity of seeking data from our direct suppliers and those suppliers seeking similar information within their supply chains to identify the original sources of Conflict Minerals. Such sources of information may yield inaccurate or incomplete information and may be subject to fraud.

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Appendix A: List of Smelters and Refiners

The following list contains the SORs that may have been used to process 3TG used in Cambium Networks’ products based on information provided by Cambium Networks’ suppliers on the CMRT. Suppliers may have provided SOR information regarding their entire upstream supply chain, rather than SOR information relating only to SOR facilities that contributed 3TG used in Cambium Networks’ products. Cambium Networks does not have direct relationships with these SORs or their suppliers. We continue to work with our suppliers to improve due diligence efforts and remove SORs that violate our Responsible Minerals Policy or that otherwise meet certain criteria relating to sourcing risk. This list is accurate as of April 1, 2021.

 

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