<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MATERIAL SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2673173
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2300 East Pratt Boulevard 60007
Elk Grove Village, Illinois (Zip Code)
(Address of Principal Executive Offices)
MATERIAL SCIENCES CORPORATION
1992 OMNIBUS STOCK AWARDS PLAN FOR KEY EMPLOYEES
(Full title of the plan)
JAMES J. WACLAWIK, SR.
Vice President and Chief Financial Officer
Material Sciences Corporation
2300 East Pratt Boulevard
Elk Grove Village, Illinois 60007
(Name and address of agent for service)
(847) 439-8270
(Telephone number, including area code, of agent for service)
Copy to:
JILL L. SUGAR, ESQ.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum offering Proposed maximum Amount of
be registered registered price per share aggregate offering registration
price(1) fee(1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 600,000 317,700 shares at $14.50
value $.02 per share shares 30,300 shares at $17.63
252,000 shares at $15.19 $8,968,719 $2,717.79
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The aggregate offering price and the amount of the registration fee have
been computed in accordance with Rule 457(h) based in part upon the price
at which issued options may be exercised and in part (with respect to
issuable options and awards) on the average of the high and low prices of
the shares reported in the consolidated reporting system on November 1,
1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall be deemed to cover any additional shares offered under the Plan
in order to reflect share splits, share dividends, mergers and other capital
changes.
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Material Sciences Corporation (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended February 29, 1996
(File No. 1-8803).
(b) Current Report on Form 8-K filed on June 21, 1996 (File No. 1-8803);
Quarterly Report on Form 10-Q for the Fiscal Quarter ended May 31, 1996 (File
No. 1-8803); Quarterly Report on Form 10-Q for the Fiscal Quarter ended August
31, 1996 (File No. 1-8803).
(c) Description of Common Stock contained in the Registration Statement of
the Corporation on Form 8-A filed October 23, 1984 (Registration Number 33-
0828).
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware, as amended, permits indemnification of directors, officers, employees
and agents of corporations under certain conditions and subject to certain
limitations. The Certificate of Incorporation, as amended, and the Bylaws of the
Corporation provide for the indemnification of directors, officers, employees
and agents of the Corporation to the fullest extent permitted by Section 145.
The Corporation has obtained insurance policies under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of certain actions, suits or proceedings, and certain liabilities which
might be imposed as a result of certain actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
The Corporation has entered into indemnification agreements with
certain of its officers and directors (and certain other persons serving as
director of another enterprise at the request of the Corporation) by which such
persons are indemnified against expenses and costs incurred in connection with
claims, suits or proceedings in accordance with and to the fullest extent
authorized by the General Corporation Law of the State of Delaware.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The Corporation hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Corporation pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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<PAGE>
(b) The Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Corporation's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Elk Grove Village, State of Illinois, on
November 6, 1996.
MATERIAL SCIENCES CORPORATION
By:/s/ G. Robert Evans
------------------------------------------
G. Robert Evans
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on November 6, 1996.
SIGNATURE CAPACITY
--------- --------
/s/ G. Robert Evans Chairman, Chief Executive Officer and Director
- --------------------------
G. Robert Evans (Principal Executive Officer)
/s/ Gerald G. Nadig President, Chief Operating Officer and Director
- --------------------------
Gerald G. Nadig
/s/ James J. Waclawik, Sr. Vice President, Chief Financial Officer and
- --------------------------
James J. Waclawik, Sr. Secretary (Principal Financial Officer)
/s/ David J. DeNeve Controller
- --------------------------
David J. DeNeve (Principal Accounting Officer)
/s/ J. Frank Leach Director
- --------------------------
J. Frank Leach
/s/ Jerome B. Cohen Director
- --------------------------
Jerome B. Cohen
/s/ Roxanne J. Decyk Director
- --------------------------
Roxanne J. Decyk
/s/ Eugene W. Emmerich Director
- --------------------------
Eugene W. Emmerich
/s/ E.F. Heizer, Jr. Director
- --------------------------
E.F. Heizer, Jr.
/s/ Irwin P. Pochter Director
- --------------------------
Irwin P. Pochter
-5-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Document Sequentially
Number Numbered Page
- ----------- ----------------------------------------------------------------------------- --------------
<C> <S> <C>
4.1 Certificate of Incorporation of the Company, as amended, incorporated by
reference to the Company's Registration Statement on Form S-1 (Registration
No. 2-93414)
4.2 Amendment to Certificate of Incorporation of the Company, incorporated by
reference to the Company's Registration Statement on Form S-1 (Registration
No. 33-00828)
4.3 Amendment to Certificate of Incorporation of the Company, incorporated by
reference to the Company's Form 8-A dated June 17, 1986 (File No. 1-8803)
4.4 Certificate of Increase, amending the Company's Certificate of Incorporation
to increase the number of designated shares of common stock, incorporated
by reference to the Company's Registration Statement on Form S-2
(Registration No. 33-48344)
4.5 Bylaws of the Company, incorporated by reference to the Company's Form
10-K Annual Report for the Fiscal Year Ended February 28, 1991 (File No.
1-8803)
4.6 Material Sciences Corporation 1992 Omnibus Stock Awards Plan for
Key Employees, as amended
5 Opinion of Kirkland & Ellis
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kirkland & Ellis (included in Exhibit 5)
</TABLE>
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<PAGE>
EXHIBIT 4.6
MATERIAL SCIENCES CORPORATION
1992 OMNIBUS STOCK AWARDS PLAN
FOR KEY EMPLOYEES
1. Purpose. The purpose of this 1992 Omnibus Stock Awards Plan for Key
Employees (this "Plan") is to provide incentives to management and other
key employees of Material Sciences Corporation (the "Company") and its
subsidiaries through rewards based upon the ownership and performance of
the common stock of the Company, $.02 par value per share ("common stock").
2. Limitations on Shares To Be Issued. The number of shares of common stock
with respect to which awards may be granted under this Plan and which may
be issued upon the exercise or payment thereof shall not exceed, in the
aggregate, 2,287,500 shares, provided, however, that to the extent any
awards hereunder expire unexercised or unpaid or are cancelled, terminated
or forfeited in any manner without the issuance of shares of common stock
thereunder, such shares shall again be available under this Plan. Shares of
common stock issued under this Plan may be authorized and unissued shares
of common stock, treasury stock, or a combination thereof, as the
Compensation Committee (the "Compensation Committee") of the Board of
Directors of the Company (the "Board") shall determine.
3. Awards. The Compensation Committee may grant to those persons who it deems
to be key employees of the Company or any subsidiary of the Company
(collectively, the "participants"), in accordance with this Section and the
other provisions of this Plan, stock options, stock appreciation rights
("SARs"), restricted stock and other awards.
(a) Options.
(i) Options granted under this Plan may be either incentive stock
options ("ISOs") which qualify under Section 422 of the Internal
Revenue Code of 1986, as amended, or options which do not qualify
under such Section ("non-qualified options"), or in such other form,
consistent with this Plan, as the Compensation Committee may
determine. Each option granted under this Plan shall be evidenced by a
written agreement between the Company and the optionee, and such
written agreement shall specify whether such option is intended to be
an ISO or a non-qualified option. Each option shall be exercisable
immediately in full or shall become exercisable in installments (based
on the passage of time, achievement of performance targets or both as
determined by the Compensation Committee) over the option period in
such percentages of the total number of shares covered by the option
as shall be determined by the Compensation Committee and stated in the
agreement evidencing such option.
(ii) The per share option price shall be a price determined by the
Compensation Committee and specified in the option agreement, provided
that the per share option price with respect to any options granted
under this Plan (including, without limitation, any ISO's) shall not
be less than 100% of the fair market value (determined in accordance
with procedures established by the Compensation Committee, the "fair
market value") of a share of common stock on the date the option is
granted.
(iii) Options shall be exercised in whole or in part by written notice
to the Company (to the attention of the Secretary of the Company) and
payment in full of the option price. Payment of the option price may
be made, at the discretion of the optionee, and to the extent
permitted by the Compensation Committee, (A) in cash (including check,
bank draft, or money order), (B) in common stock (valued at the fair
market value thereof on the date of exercise), (C) by a combination of
cash and common stock or (D) with any other consideration.
<PAGE>
(b) Sar
(i) An SAR shall entitle its holder to receive from the Company, at the
time of exercise of such right, an amount equal to the excess of the fair
market value (at the date of exercise) of a share of common stock over a
specified price fixed by the Compensation Committee multiplied by the
number of shares of common stock as to which the holder is exercising the
SAR. SARs may be in tandem with any previously or contemporaneously granted
option or independent of any option. The specified price of a tandem SAR
shall be the option price of the related option. The amount payable may be
paid by the Company in common stock (valued at its fair market value on the
date of exercise), cash or a combination thereof, as the Compensation
Committee may determine, which determination shall be made after
considering any preference expressed by the holder.
(ii) An SAR shall be exercised by written notice to the Company (to the
attention of the Secretary of the Company) at any time prior to its stated
expiration. To the extent a tandem SAR is exercised, the related option
will be cancelled and, to the extent the related option is exercised, the
tandem SAR will be cancelled.
(c) Incentive Awards of Restricted Stock.
(i) Shares of common stock may be awarded to participants, subject to
this paragraph 3(c) and such other terms and conditions as the Compensation
Committee may prescribe (such shares being called "restricted stock"). Each
certificate for restricted stock shall be registered in the name of the
participant and deposited, together with a stock power endorsed in blank,
with the Company.
(ii) There shall be established for each restricted stock award a
restriction period (the "restriction period") of such length as shall be
determined by the Compensation Committee. Shares of restricted stock may
not be sold, assigned, transferred, pledged or otherwise encumbered, except
as hereinafter provided, during the restriction period. Except for such
restrictions on transfer and such other restrictions as the Compensation
Committee may impose, the participant shall have all the rights of a holder
of common stock as to such restricted stock. The Compensation Committee, in
its sole discretion, may permit or require the payment of cash dividends to
be deferred and, if the Compensation Committee so determines, reinvested in
additional restricted stock or otherwise invested. At the expiration of the
restriction period, the Corporation shall redeliver to the participant (or
the participant's legal representative or designated beneficiary) the
certificates deposited pursuant to paragraph 3(c)i).
(iii) Except as provided by the Compensation Committee at the time of
grant or otherwise, upon a termination of employment for any reason during
the restriction period all shares of common stock still subject to
restriction shall be forfeited by the participant.
(d) Other Awards.
(i) Other awards, including, without limitation, performance shares,
convertible debentures, other convertible securities and other forms of
awards measured in whole or in part by the value of common stock, the
performance of the participant or the performance of the Company, may be
granted under this Plan. Such awards may be payable in common stock, cash
or both, and shall be subject to such restrictions and conditions, as the
Compensation Committee shall determine. At the time of any such award, the
Compensation Committee shall, if applicable, determine a performance period
and performance goals to be achieved during the performance period, subject
to such later revisions as the Compensation Committee shall deem
appropriate to reflect significant unforeseen events such as changes in
laws, regulations or accounting practices, unusual or non-recurring items
or occurrences. Following the conclusion of each performance period, the
Compensation Committee shall determine the extent to which performance
goals have been attained or a degree of achievement between
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<PAGE>
maximum and minimum levels during the performance period in order to
evaluate the level of payment to be made, if any.
(ii) A participant may elect to defer all or a portion of any such
award in accordance with procedures established by the Compensation
Committee. Deferred amounts will be subject to such terms and
conditions and shall accrue such yield thereon (which may be measured
by the fair market value of the common stock and dividends thereon) as
the Compensation Committee may determine. Payment of deferred amounts
may be in cash, common stock or a combination thereof, as the
Compensation Committee may determine. Deferred amounts shall be
considered an award under this Plan. The Compensation Committee may
establish a trust to hold deferred amounts or any portion thereof for
the benefit of participants.
4. Adjustments for Changes in Capitalization or Corporate Reorganizations.
Appropriate adjustments shall be made by the Compensation Committee in the
maximum number and kind of shares of common stock to be issued under this
Plan, and in the number and kind of shares of common stock that are the
subject of any option, SAR, restricted stock or other award under this
Plan, to give effect to any stock splits, stock dividends and other
relevant changes in capitalization occurring after the effective date of
this Plan. If the Company shall effect a merger, consolidation or other
reorganization, pursuant to which the outstanding shares of common stock
shall be exchanged for other shares or securities of the Company or of
another corporation which is a party to such merger, consolidation or other
reorganization, the Company shall use its best efforts to provide in any
agreement or plan which it enters into or adopts to effect any such merger,
consolidation or other reorganization that: (1) any holder of restricted
stock issued pursuant to this Plan shall receive in such transaction,
subject to substantially the same restrictions in transferability as apply
to such restricted stock, the kind and number of shares or other securities
of the Company or such other corporation which is issuable to the owner of
a like number of unrestricted shares of common stock; (2) any optionee
under this Plan shall have the right (a) to purchase, at the aggregate
option price provided for in his option agreement and on the same terms and
conditions, the kind and number of shares or other securities of the
Company or such other corporation which would have been issuable to him in
respect of the number of shares of common stock which were subject to such
option immediately prior to the effective date of such merger,
consolidation or other reorganization if such shares had been then owned by
him, and (b) to exercise SARs with respect to such shares in lieu of such
purchase to the extent such optionee had such rights with respect to the
options outstanding immediately prior to the effective date of such merger,
consolidation or other reorganization; and (3) any holder of any other
award under this Plan shall receive in such transaction such kind and
number of shares or other securities of the Company or such other
corporation as the Compensation Committee deems equitable and appropriate.
Any adjustment with respect to options required by this Section shall be
effected in such manner that the difference between the aggregate fair
market value of the shares or other securities subject to the options
immediately after giving effect to such adjustment and the aggregate option
price of such shares or other securities shall be substantially equal to
(but shall not be more than) the difference between the aggregate fair
market value of the shares subject to such options immediately prior to
such adjustment and the aggregate option price of such shares. Any
adjustments made under this Section shall be determined by the Compensation
Committee.
If the provision in the first paragraph above, insofar as it related to
options or SARs, has not been made with respect to any of the options or
SARs issued pursuant to this Plan by the date ten days prior to the
scheduled effective date of such merger, consolidation or other
reorganization, then the options and SARs outstanding under this Plan shall
thereupon become exercisable in full. If the provision for restricted stock
described in the first paragraph above has not been made with respect to
any of the restricted stock issued pursuant to this Plan by the date ten
days prior to the scheduled effective date of such merger, consolidation or
other reorganization, then the restrictions on the transfer, assignment,
pledge or other encumbrance of such restricted stock as to which such
provision has not been made shall thereupon lapse as of such date.
Upon the approval by the shareholders of the Company of a merger,
consolidation or other reorganization pursuant to which the outstanding
shares of common stock are to be exchanged for cash, or upon the adoption
by the shareholders of the Company of a plan of complete liquidation, the
restrictions on the transfer,
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<PAGE>
assignment, pledge or other encumbrance of restricted stock issued pursuant
to this Plan shall thereupon lapse, and all options outstanding under this
Plan shall thereupon become exercisable in full.
5. Miscellaneous Provisions.
(a) Administration. This Plan shall be administered by the Compensation
Committee. Subject to the limitations of this Plan, the Compensation
Committee shall have the sole and complete authority: (i) to select
participants in this Plan, (ii) to make awards in such forms and
amounts as it shall determine, (iii) to impose such limitations,
restrictions and conditions upon such awards as it shall deem
appropriate, (iv) to interpret this Plan and to adopt, amend and
rescind administrative guidelines and other rules and regulations
relating to this Plan, (v) to correct any defect or omission or to
reconcile any inconsistency in this Plan or in any award granted
hereunder and (vi) to make all other determinations and to take all
other actions necessary or advisable for the implementation and
administration of this Plan. The Compensation Committee's
determinations on matters within its authority shall be conclusive and
binding upon the Company and all other persons. All expenses
associated with this Plan shall be borne by the Company, subject to
such allocation to its subsidiaries and operating units as it deems
appropriate. The Compensation Committee may, to the extent that any
such action will not prevent this Plan from complying with Rule 16b-3
of the Securities and Exchange Act of 1934, as amended ("Rule 16b-3"),
delegate any of its authority hereunder to such person as it deems
appropriate. The Compensation Committee may also establish a "cashless
exercise" program with a third party brokerage firm pursuant to which,
at the discretion of the Compensation Committee, options hereunder may
be exercised, subject to any restrictions imposed by the Compensation
Committee.
(b) Non-Transferability. Subject to the provisions of paragraph , no
award under this Plan, and no interest therein, shall be transferable
by the participant otherwise than by will or the laws of descent and
distribution. All awards shall be exercisable or received during the
participant's lifetime only by the participant or the participant's
legal representative. Any purported transfer contrary to this
provision will nullify the award. Awards under this Plan shall not be
subject to execution, attachment or other process, and no person shall
be entitled to exercise any rights of a participant or possess any
rights of a participant by virtue of any attempted execution,
attachment or other process.
(c) Tax Withholding. The Compensation Committee shall have the power
to withhold, or require a participant to remit to the Company, an
amount sufficient to satisfy any withholding or other tax due with
respect to any amount payable and/or shares of common stock issuable
under this Plan, and the Compensation Committee may defer such payment
or issuance unless indemnified to its satisfaction. Subject to the
consent of the Compensation Committee, a participant may make an
irrevocable election to have shares of common stock otherwise issuable
under an award withheld, tender back to the Company shares of common
stock received pursuant to an award or deliver to the Company
previously-acquired shares of common stock having a fair market value
sufficient to satisfy all or part of the participant's estimated tax
obligations associated with the transaction. Such election must be
made by a participant prior to the date on which the relevant tax
obligation arises. The Compensation Committee may disapprove of any
election and may limit, suspend or terminate the right to make such
elections.
(d) Listing and Legal Compliance. The Compensation Committee may
suspend the exercise or payment of any award so long as it determines
that securities exchange listing or registration or qualification
under any securities laws is required in connection therewith and has
not been completed on terms acceptable to the Compensation Committee.
(e) Beneficiary Designation. Subject to paragraph 5(b), participants
may name, from time to time, beneficiaries (who may be named
contingently or successively) to whom benefits under this Plan are to
be paid in the event of their death before they receive any or all of
such benefit. Each designation will revoke all prior designations by
the same participant, shall be in a form prescribed by the
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<PAGE>
Compensation Committee, and will be effective only when filed by the
participant in writing with the Compensation Committee during the
participant's lifetime. In the absence of any such designation,
benefits remaining unpaid or unexercised at the participant's death
shall be paid to or exercised by the participant's estate.
(f) Rights of Participants. Nothing in this Plan shall interfere with or
limit in any way the right of the Company to terminate any
participant's employment at any time, nor confer upon any participant
any right to continue in the employ of the Company for any period of
time or to continue his or her present or any other rate of
compensation. No employee shall have a right to be selected as a
participant, or, having been so selected, to be selected again as a
participant.
(g) Effective Date and Term of Plan. This Plan as amended shall be
effective as of March 2, 1995, provided, however, that this Plan as
amended shall cease to be effective and any awards granted hereunder
and permitted only as a consequence of the amendments hereto shall
become null and void if this Plan as amended is not approved by the
Company's stockholders before February 28, 1996.
(h) Amendment, Suspension and Termination of Plan. The Board or the
Compensation Committee may suspend or terminate this Plan or any
portion hereof at any time and may amend it from time to time in such
respects as the Board or the Compensation Committee may deem
advisable; provided, however, that no such amendment shall be made,
without stockholder approval to the extent such approval is required
by law, agreement or the rules of any exchange upon which the common
stock is listed. No such amendment, suspension or termination shall
impair the rights of participants under outstanding awards without the
consent of the participants affected thereby or make any change that
would disqualify this Plan, or any other plan of the Company intended
to be so qualified, from the exemption provided by Rule 16b-3. The
Compensation Committee may amend or modify any award in any manner to
the extent that the Compensation Committee would have had the
authority under this Plan to initially grant such award. No such
amendment or modification shall impair the rights of any participant
under any award without the consent of such participant.
(i) Compliance with 16B-3. It is the intent of the Company that this Plan
comply in all respects with Rule 16b-3, that any ambiguities or
inconsistencies in the construction of this Plan be interpreted to
give effect to such intention and that if any provision of the Plan is
found not to be in compliance with Rule 16b-3, that such provision
shall be deemed null and void to the extent required to permit this
Plan to comply with Rule 16b-3.
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<PAGE>
EXHIBIT 5
[LETTERHEAD OF KIRKLAND & ELLIS]
To Call Writer Direct:
312-861-2000
November 6, 1996
Material Sciences Corporation
2300 East Pratt Boulevard
Elk Grove Village, Illinois 60007
Re: Material Sciences Corporation 1992 Omnibus Stock Awards Plan
for Key Employees
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as special counsel to Material Sciences Corporation, a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of 600,000 shares (the "Shares") of its Common
Stock, par value $.02 per share, pursuant to a Registration Statement on Form S-
8, filed with the Securities and Exchange Commission (the "Commission") on
November 6, 1996 under the Securities Act of 1933, as amended (such Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement"). The Shares are to be issued and sold by the Company
to certain employees of the Company and its participating subsidiaries pursuant
to the Material Sciences Corporation 1992 Omnibus Stock Awards Plan for Key
Employees (the "Plan").
In that connection, we have examined such corporate proceedings,
documents, records and matters of law as we have deemed necessary to enable us
to render this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency,
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Material Sciences Corporation
November 6, 1996
Page 2
reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other
similar law affecting the enforcement of creditors' rights generally, (ii)
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies and (iv) any laws except
the internal laws of the State of Illinois, the General Corporation law of the
State of Delaware and the federal law of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we hereby advise
you that in our opinion the Shares are duly authorized, and, when (i) the
Registration Statement becomes effective under the Act and (ii) the Shares have
been duly issued in accordance with the terms of the Plan upon receipt of the
consideration to be paid therefor, the Shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Illinois or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
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Material Sciences Corporation
November 6, 1996
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ KIRKLAND & ELLIS
KIRKLAND & ELLIS
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Exhibit 23.1
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated April 17, 1996
included (or incorporated by reference) in Material Sciences Corporation's
Form 10-K for the year ended February 29, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
November 1, 1996
