k8indemn.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported)
February
21,
2008
DARLING
INTERNATIONAL INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-24620
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36-2495346
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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251
O’CONNOR RIDGE BLVD., SUITE 300, IRVING,
TEXAS 75038
(Address
of Principal Executive
Offices)
(Zip Code)
Registrant’s
telephone number, including area
code:
(972)
717-0300
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
February 21, 2008, the Board of Directors of Darling International Inc., a
Delaware corporation (the “Company”), approved a form of Indemnification
Agreement and resolved for the Company to enter into such form of
Indemnification Agreement with each of the Company’s directors, executive
officers and certain other members of management. The Indemnification
Agreement provides specific contractual assurance of the Company’s obligations
contained in its Certificate of Incorporation and Bylaws to indemnify such
individuals to the fullest extent permitted by law and to advance expenses in
connection therewith. The Indemnification Agreement requires the
Company, among other things, (i) to indemnify each individual against expenses
(including attorneys’ fees), judgments, fines and settlements paid by such
individual in connection with any action, suit or proceeding arising out of the
individual’s status or service as a director or officer provided that such
individual acted in good faith and in a manner he/she reasonably believed to be
in or not opposed to the best interests of the Company and, in the case of a
criminal proceeding had no reasonable cause to believe that his/her conduct was
unlawful, and (ii) to advance expenses incurred by the individual in connection
with any proceeding against the individual with respect to which he/she may be
entitled to indemnification by the Company.
The
summary set forth above is not intended to be complete and is qualified in its
entirety by reference to the full text of the Form of Indemnification Agreement
attached hereto as Exhibit 10.1.
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Item
5.05.
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Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code
of Ethics.
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In
connection with the Company’s recent listing of its common stock on the New York
Stock Exchange (the “NYSE”), on February 21, 2008, the Company’s Board of
Directors adopted certain amendments to the Company’s Code of Business Conduct
(the “Code”). The amendments, among other things, bring the Code in
compliance with the requirements contained in the NYSE’s Listed Company
Manual. A copy of the amended and restated Code is attached hereto as
Exhibit 14. In addition, a copy of the Code can be found on the
Company’s website at http://www.darlingii.com/investors/governance.asp.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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10.1
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Form
of Indemnification Agreement between Darling International Inc. and its
directors and executive officers.
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14
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Darling
International Inc. Code of Business Conduct (as amended and restated
February 21, 2008).
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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 undersigned hereunto duly
authorized.
DARLING INTERNATIONAL
INC.
Date: February 25,
2008 By:__/s/ John O.
Muse______________
John O. Muse
Executive Vice
President,
Finance and
Administration
EXHIBIT
LIST
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10.1
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Form
of Indemnification Agreement between Darling International Inc. and its
directors and executive officers.
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14
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Darling
International Inc. Code of Business Conduct (as amended and restated
February 21, 2008).
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