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) March 9, 2006
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DARLING INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-24620 36-2495346
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
251 O'CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS 75038
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 717-0300
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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):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
INTEGRATION SUCCESS INCENTIVE AWARD PLAN
On March 9, 2006, the Compensation Committee of the Board of Directors of
Darling International Inc., a Delaware corporation (the "Company"), approved an
Integration Success Incentive Award Plan (the "Integration Success Plan") for
certain key employees of the Company pursuant to and in accordance with the
Company's 2004 Omnibus Incentive Plan (the "2004 Omnibus Plan") in consideration
of and conditioned upon the closing ("Closing") of the acquisition of
substantially all of the assets (the "Transaction") of National By-Products,
LLC, an Iowa limited liability company ("NBP"), by Darling National LLC, a
Delaware limited liability company and a wholly-owned subsidiary of the Company
("Darling National"). The Transaction is governed by that certain Asset Purchase
Agreement (the "Purchase Agreement"), dated December 19, 2005, by and among the
Company, Darling National and NBP.
Closing Cash Payment
Under the Integration Success Plan, certain key employees of the Company
will receive a cash payment promptly following Closing, provided the applicable
employee's employment with the Company has not terminated, voluntarily or
involuntarily, prior to Closing.
Additional Stock-Based Compensation
Under the Integration Success Plan, certain key employees of the Company
and certain key employees of NBP who become an employee of the Company or
Darling National at Closing will be entitled to receive a predetermined number
of shares of Darling common stock if the average of the per share closing price
of Darling common stock on the American Stock Exchange (as adjusted for any
stock split, stock dividend, combination or recapitalization) for each of the
trading days included in the 90 prior consecutive calendar days ending with the
calendar day immediately preceding the last day of the 13th full consecutive
month following Closing (the "True-up Market Price") is equal to or greater than
the Target Share Price (as such term is defined in the Purchase Agreement),
provided the applicable employee's employment with the Company or Darling
National has not terminated, voluntarily or involuntarily, prior to the
determination of the True-up Market Price. The Target Share Price will be
approximately $4.303, but the actual Target Share Price will not be known until
Closing.
The summary of the Integration Success Plan in this Current Report on Form
8-K is qualified in its entirety by reference to the full text of the
Integration Success Plan attached hereto as Exhibit 10.1.
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD PLAN
On March 9, 2006, the Company's Board of Directors approved a Non-Employee
Director Restricted Stock Award Plan (the "Director Restricted Stock Plan")
pursuant to and in accordance with the 2004 Omnibus Plan in order to attract and
retain highly qualified persons to serve as non-employee directors and to more
closely align such directors' interests with the interests of the stockholders
of the Company by providing a portion of their compensation in the form of
Company common stock.
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Under the Director Restricted Stock Plan, $20,000 in restricted Company
common stock (the "Restricted Stock") will be awarded to each non-employee
director on the third business day after the Company releases its earnings for
its prior completed fiscal year, beginning with the earnings release for fiscal
2005 (the "Date of Award"). The Restricted Stock will be subject to a right of
repurchase at $.01 per share upon termination of the holder as a member of the
Company's Board of Directors for cause and will not be transferable. These
restrictions will lapse with respect to 100% of the Restricted Stock upon the
earliest to occur of (i) ten years after the Date of Award, (ii) a Change of
Control (as defined in the 2004 Omnibus Plan) and (iii) termination of the
non-employee director's service with the Company, other than for "cause" (as
defined in the Director Restricted Stock Plan).
The summary of the Director Restricted Stock Plan in this Current Report on
Form 8-K is qualified in its entirety by reference to the full text of the
Director Restricted Stock Plan attached hereto as Exhibit 10.2. The 2004 Omnibus
Plan, which is incorporated herein by reference, is attached as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed May 11, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Integration Success Incentive Award Plan.
10.2 Non-Employee Director Restricted Stock Award Plan.
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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: March 15, 2006 By: /s/ John O. Muse
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John O. Muse
Executive Vice President
Finance and Administration
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EXHIBIT LIST
10.1 Integration Success Incentive Award Plan.
10.2 Non-Employee Director Restricted Stock Award Plan.
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