DARLING INTERNATIONAL INC
8-K, 2000-12-05
FATS & OILS
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    As filed with the Securities and Exchange Commission on December 5, 2000

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                                  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):  December 1, 2000
                                                          ----------------



                           Darling International Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)




              Delaware                 000-24620                36-2495346
    ----------------------------      -----------           -------------------
    (State of Other Jurisdiction      (Commission              (IRS Employer
          of Incorporation)           File Number           Identification No.)




  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
                                                     ------------




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<PAGE>


Item 5.  Other Events.

         Darling  International  Inc.  (the  "Company")  is filing this  Current
Report on Form 8-K to report that on December 1, 2000, the holders of a total of
735,355  options to  purchase  shares of the  Company's  common  stock under the
Company's  1994 Employee  Stock Option Plan had  surrendered  such options.  The
Company has announced its intention, subject to shareholder approval at the 2001
Annual Meeting of stockholders, to grant such holders a number of new options in
June 2001  equal to the number of  surrendered  options at 100% of the then fair
market value of the Company's Common Stock.

         The Company  announced the foregoing in a press release dated  December
5, 2000, which has been filed as Exhibit 99.1 to this report.



<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)  Exhibits

         99.1       Press Release, dated December 5, 2000.


                                     - 2 -


<PAGE>


                                    SIGNATURE


         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.


Dated:  December 5, 2000


                                               DARLING INTERNATIONAL INC.



                                              By: /s/ John O. Muse
                                                  ------------------------
                                                  John O. Muse
                                                  Vice President and
                                                    Chief Financial Officer


<PAGE>


                                 EXHIBITS INDEX


Exhibit
Number        Description
-------       -----------

  99.1        Press Release, dated December 5, 2000.





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