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) April 28, 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective April 28, 2006, Kevin S. Flannery resigned as a director of
Darling International Inc., a Delaware corporation ("Darling"). In addition, Mr.
Flannery has withdrawn his consent to stand for re-election to Darling's board
of directors (the "Board") as contemplated by Darling's 2006 annual proxy
statement.
Immediately after accepting Mr. Flannery's resignation, the Board reduced
the number of directors constituting the Board from six (6) directors to five
(5) directors.
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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: May 1, 2006 By: /s/ John O. Muse
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John O. Muse
Executive Vice President
Finance and Administration
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