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): November 28,
2007
PILGRIM'S
PRIDE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
1-9273 75-1285071
(State or Other
Jurisdiction (Commission (IRS
Employer
of
Incorporation) File
Number) Identification
No.)
4845 US Hwy. 271
N.
Pittsburg,
Texas 75686-0093
(Address of Principal Executive
Offices) (ZIP
Code)
Registrant's
telephone number, including area code: (903) 434-1000
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
q Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
q Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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|
q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
November 28, 2007, the Board of Directors of Pilgrim’s Pride Corporation (the
“Company”) approved the amendment and restatement of the Company's
Bylaws. Article 7 of the Bylaws was amended to provide that the
Company may issue shares of its capital stock with or without certificates.
This
amendment was made in response to the listing requirements of the New York
Stock
Exchange (the "NYSE") that require all NYSE-listed companies to be eligible
to
participate in a direct registration system by January 1, 2008.
In
addition, Article 5 of the Bylaws was amended to specifically designate the
Senior Chairman of the Board as an officer of the Company, and to remove
the
section specifically designating the Vice Chairman of the Board as an officer
position. Article 2, Article 7 and Article 8 were amended to update and
consolidate into one Article the provisions regarding record
dates. Section 2.13 of the previous version of the Bylaws denying
preemptive rights was deleted because the deleted provision was unnecessary
to
deny preemptive rights under the General Corporation Law of the State of
Delaware (the "DGCL") and the deleted provision was redundant.
In
addition, a number of other technical updates and edits were made to conform
the
Bylaws to the newly amended provisions and the current DGCL, including ,
among
other things, with respect to the Company's designation of its registered
office
and agent (Section 1.2); the timing of the annual stockholder meetings, remote
participation in stockholder meetings, voting lists and adjournment of
stockholder meetings (Sections 2.2, 2.4, 2.5 and 2.6); the ability to appoint
proxies by electronic transmission (Section 2.9); procedures for submitting
stockholder proposals (Section 2.12); qualification of Directors (Section
3.2);
voting on Directors (Section 3.4); removal of Directors (Section 3.6);
Directors' meetings and action without a meeting (Sections 3.7 and 3.8);
Board
Committees (Section 3.9); interested Directors and officers (Section 3.12);
notice of meetings (Sections 4.1 and 4.2); removal of officers (Section 5.6);
indemnification (Article 6); signatures on stock certificates and restrictions
on transfer (Sections 7.2 and 7.6); dividends (Section 8.1); annual statement
(Section 8.4 of the previous version of the Bylaws); resignations (Section
8.7);
and telephone meetings (Section 8.10).
The
description of the amendments to the Bylaws set forth above is qualified
by
reference to the full text of the Amended and Restated Bylaws of the Company,
clean and marked versions of which are filed hereto as Exhibits 3.1 and 3.2
and
are incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Amended
and Restated Corporate Bylaws of Pilgrim's Pride Corporation.
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3.2
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Amended
and Restated Corporate Bylaws of Pilgrim's Pride Corporation (marked
to
show changes to the version of the Bylaws in effect prior to November
28,
2007).
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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, thereunto
duly authorized.
PILGRIM'S
PRIDE CORPORATION
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Date: December
4, 2007
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By:
/s/ Richard A.
Cogdill
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Richard
A. Cogdill
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Chief
Financial Officer, Secretary and
Treasurer
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EXHIBIT
INDEX
Exhibit
Number Description
3.1 Amended
and Restated Corporate Bylaws of Pilgrim's Pride Corporation.
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3.2
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Amended
and Restated Corporate Bylaws of Pilgrim's Pride Corporation (marked
to
show changes to the version of the Bylaws in effect prior to November
28,
2007).
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