Form SD PERRY ELLIS INTERNATIONA

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

SPECIALIZED DISCLOSURE REPORT

 

 

Perry Ellis International, Inc.

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

 

 

 

Florida		0-21764		59-1162998
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No)

 

3000 N.W. 107 Avenue, Miami, Florida		33172
(Address of principal executive offices)		(Zip code)

Cory Shade            (305) 592-2830

(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, 2015.

 

 

 

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Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

As required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), which Rule was adopted by the Securities and Exchange Commission to implement reporting and disclosure requirements relating to “conflict minerals” arising under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Perry Ellis International, Inc. (the “Company”) evaluated and determined that certain products we manufacture or contract to manufacture contain tin, tungsten or tantalum, which are derivatives of cassiterite, columbite-tantalite, or wolframite, and/or gold (collectively, “3TG”).

Safe Harbor Statement

Certain statements made in this Form SD and the Conflict Minerals Report filed as Exhibit 1.01 hereto are forward-looking statements (statements that are not historical facts) and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “proforma,” “project,” “seek,” “should,” or “target,” or the negative thereof or other variations thereon and similar words or phrases or comparable terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control, including those factors set forth in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise, except as otherwise required by the federal securities laws.

Item 1.02 Exhibit

A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 hereto and is posted in the “Investor Relations” section, under “Governance,” of the Company’s website at www.pery.com. References to any website in this Form SD are for informational purposes only and the content of any such websites are not incorporated by reference into this Form SD.

Section 2 – Exhibits

Item 2.01 Exhibits

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

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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.

 

PERRY ELLIS INTERNATIONAL, INC.
Date: May 18, 2016						By:		/s/ Cory Shade
								Cory Shade, EVP, General Counsel and Secretary

Exhibit 1.01

Conflict Minerals Report of Perry Ellis International, Inc.

In accord with Rule 13p-1 under the Securities Exchange Act of 1934

This is the Conflict Minerals Report (“CMR”) of Perry Ellis International, Inc. (herein referred to as the “Company,” “we,” “us,” or “our”) for calendar year 2015 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule was adopted by the Securities and Exchange Commission to implement reporting and disclosure requirements relating to “Conflict Minerals” arising under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Company contracts to manufacture apparel and accessory products, and upon analysis, the Company determined that certain of its products may have threads, zippers, fasteners or other components and materials (the “Components and Materials”), which are necessary to the production or functionality of its products, that may contain Conflict Minerals. “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.

The Company does not directly purchase any materials in the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”) and it is multiple levels removed from the actual mining of Conflict Minerals. Based on the Company’s reasonable country of origin inquiry (“RCOI”) and due diligence, we have determined in good faith that for calendar year 2015, we do not have sufficient information from our suppliers or other sources to conclude whether the 3TG necessary for our Components and Materials originated in the Covered Countries and, if so, whether the necessary Conflict Minerals were from recycled or scrap sources, were “DRC conflict free” (as defined in accordance with the Rule), or have not been found to be “DRC conflict free.” The Company has a Conflict Minerals Policy, which it communicates throughout its supply chain and is incorporated in the Company’s Vendor Code of Conduct requirements.

As allowed under the Rule, this CMR is not subject to an independent private sector audit.

In accordance with the Rule, the Company undertook due diligence to determine the Conflict Minerals status of the necessary Conflict Minerals used in or for the functionality of our apparel and accessory products. In conducting our due diligence, we utilized the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”), an internationally recognized due diligence framework. The Company designed its due diligence process, management and measures within the framework OECD Guidance for a company downstream in the supply chain.

The Company’s due diligence process and procedures included a supply chain survey conducted via a third party which utilized the Electronic Industry Citizenship Coalition (“EICC”) and Global e-Sustainability Initiative (“GeSI”) Conflict Minerals Reporting Template (the “CMRT”) for data collection and verification. Supplier responses were evaluated for plausibility, consistency and gaps both in terms of which products were stated to contain or not contain necessary Conflict Minerals, as well as the origin of those

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materials. Additional supplier contacts were conducted in an effort to increase the survey response rate and to address inconsistent statements and incomplete data and responses. Additionally, smelters and refiners identified in the supply chain survey were compared against lists of smelter and refinery facilities which have been identified as “conflict-free” and given “conflict-free” status (“CFS”) pursuant to the Conflict-Free Source Initiative’s (“CFSI”) Conflict-Free Smelter Program (“CFSP”), a joint initiative by EICC and GeSI; by the London Bullion Market Association (“LBMA”); or by the Responsible Jewellery Council (“RJC”). We identified and contacted a total of 186 suppliers as in-scope for Conflict Mineral regulatory purposes and as part of our RCOI process. The survey response rate among these suppliers was 88% (“Supply Chain Participants”). Of the Supply Chain Participants, 10% responded “yes” as to having one or more of the Conflict Minerals in products manufactured or supplied by them. The Company continued to receive survey responses through March 31, 2016. We have relied on these supplier responses to provide us with information about the source of Conflict Minerals contained in the Components and Materials supplied to us. Our direct suppliers are similarly reliant upon information provided by their suppliers.

On the basis of the due diligence measures taken, the Company is unable to determine with specificity the country of origin and smelter or refiner for all Conflict Minerals in its apparel and accessory products. Based on the information that the Company’s Supply Chain Participants provided and that was otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict Minerals contained in the Company’s products included, but may not be limited to, the smelters and refineries listed in the chart below. The chart below reports (i) the name of the smelter or refiner; and (ii) whether the listed smelter or refiner has been certified by an industry initiative seeking to identify “conflict free” sources.

 

Name of Smelter or Refinery		Conflict-Free Status
Argor-Heraeus SA		CFSP, LBMA, RJC
Heraeus Ltd. Hong Kong		CFSP, LBMA, RJC
Metalor Technologies (Hong Kong) Ltd		CFSP, LBMA
Metalor Technologies SA		CFSP, LBMA
Minsur		CFSP
PT Timah (Persero) Tbk Kundur		CFSP
PT Timah (Persero), Tbk Mentok		CFSP
Rand Refinery (Pty) Ltd.		LBMA, CFSP
Shandong Zhaojin Gold & Silver Refinery Co. Ltd.		CFSP, LBMA
Solar Applied Materials Technology Corp.		CFSP, LBMA
The Refinery of Shandong Gold Mining Co. Ltd.		CFSP, LBMA
Valcambi SA		CFSP, LBMA, RJC
Western Australian Mint Trading as The Perth Mint		CFSP, LBMA
Yunnan Tin Group (Holding) Company Limited		CFSP

We continue to take steps to further enhance our due diligence efforts, with the goal of mitigating the risk that Conflict Minerals necessary to certain of our products could benefit armed groups in the Covered Countries. These steps include, among others, steps designed to improve the information gathered from our suppliers, increase the response rate of our supplier survey, and influence suppliers in our supply chain that require Conflict Minerals to utilize smelters that have been certified as CFS.

May 18, 2016

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