<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
Elk Grove Village, Illinois 60007
(Address of Principal Executive Offices) (Zip Code)
MATERIAL SCIENCES CORPORATION
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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 be Amount to Proposed Proposed Amount of
registered be maximum maximum registration
registered offering aggregate fee(1)
price per offering
share price(1)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 250,000 12,522
$.02 per share shares shares at $3,793,432.18 $1,149.53
$14.38
7,500
shares at
$16.00
229,978
shares at
$15.19
- ----------------------------------------------------------------------------------------
</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) 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.
-3-
<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.
-4-
<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 Sequentially
Number Description of Document Numbered Page
----------------- ------------------------------------ -------------
<S> <C> <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 1996
Stock Option Plan for
Non-Employee Directors
5 Opinion of Kirkland & Ellis
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kirkland & Ellis
(included in Exhibit 5)
</TABLE>
-6-
<PAGE>
Exhibit 4.6
MATERIAL SCIENCES CORPORATION
1996 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The purpose of this 1996 Stock Option Plan for Non-Employee
Directors (this "Plan") is to provide incentives to members of the Board of
Directors (the "Board") of Material Sciences Corporation (the "Company") who
are not officers or employees of the Company or its subsidiaries ("Non-
Employee Directors"), through compensation and rewards paid in or based upon
the ownership and performance of the common stock of the Company.
2. Limitations on Shares To Be Issued. The number of shares of the Company's
common stock, par value $.02 per share, with respect to which options may be
granted or awarded under this Plan and which may be issued upon the exercise
thereof shall not exceed, in the aggregate, 250,000 shares; provided, 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.
3. Annual Retainer Option. On March 1 of each year, commencing March 1, 1996,
each person who is a Non-Employee Director on such date shall automatically
be granted an option entitling such director to purchase a number of shares
of the Company's common stock (rounded up to the nearest whole number of
shares) equal in value to (a) $30,000 divided by (b) the last reported sale
price of the Company's common stock on the principal securities exchange on
which shares of the Company's common stock are then listed on the date
immediately preceding such March 1 (or, if such date is not a trading day on
such exchange, the last trading day immediately preceding such date). The
per share option price for each such option described in the immediately
preceding sentence shall be the price described in clause (b) of the
immediately preceding sentence. Any person who first becomes a Non-Employee
Director after the Effective Date (as defined below), either because such
person is first elected to the Board after the Effective Date or because
such person was first elected to the Board while such person was an officer
or employee of the Company or its subsidiaries and subsequently ceases to be
an officer and employee of the Company and its subsidiaries (and
consequently did not receive an option pursuant to the first sentence of
this paragraph 3 on the respective March 1), shall, on the date such person
first becomes a Non-Employee Director, automatically be granted an option
entitling such person to purchase a number of shares of the Company's common
stock (rounded up to the nearest whole number
<PAGE>
of shares) equal to (a) $7,500 multiplied by the number of fiscal quarters
(rounded up to the nearest whole number of fiscal quarters) remaining in the
fiscal year from and including the fiscal quarter in which such date of
grant occurs divided by (b) the price described in clause (b) of the first
sentence of this paragraph 3 for options granted on the March 1 immediately
preceding such date of grant. The per share option price for each such
option described in the immediately preceding sentence shall be the price
described in clause (b) of the immediately preceding sentence. If any Non-
Employee Director who receives an option pursuant to this paragraph 3 during
the period commencing on March 1 of any year and ending on the day of the
annual meeting of the Company's shareholders next following such March 1 is
not elected as a Non-Employee Director at such annual meeting, the number of
shares subject to such option shall be reduced to the lesser of (a) 25% of
the number of shares originally subject to such option (rounded up to the
nearest whole number of shares) and (b) the number of shares then subject to
such option after giving effect to all exercises thereof. Each option
granted under this paragraph 3 shall be exercisable at any time after the
date of grant thereof.
4. Incentive Option. Each Non-Employee Director shall automatically receive as
set forth below an option (an "Incentive Option") to purchase the number of
shares (rounded up to the nearest whole number of shares) of common stock of
the Company equal in value to (a) $40,000 divided by (b) the last reported
sale price of the Company's common stock on the date immediately preceding
the date of grant on the principal securities exchange on which shares of
the Company's common stock are listed on such date (or, if such date is not
a trading day on such exchange, the last trading day immediately preceding
such date). The per share option price for each such Incentive Option shall
be the price described in clause (b) of the immediately preceding sentence.
With respect to each Non-Employee Director, the initial Incentive Option
shall be granted to such director as follows: (i) in the case of any
director who is a Non-Employee Director on the Effective Date, such option
shall be granted automatically to such director upon the date on which the
option granted to such director under the Company's 1991 Stock Option Plan
for Directors becomes fully vested if such director is a Non-Employee
Director on such date, (ii) in the case of any person first elected to the
Board after the Effective Date who is not an officer or employee of the
Company or its subsidiaries at the time of such election, such option shall
be granted automatically to such person upon the date that such person is
first elected to the Board (either by the shareholders of the Company or, in
the case of the filling of a vacancy, by the Board) and (iii) in the case of
a director who has not received an initial Incentive Option as provided in
the preceding clauses because such director was also an officer or employee
of the Company or its subsidiaries at the time such director was first
elected as a director and who subsequently ceases to be an officer and
employee of the Company and its subsidiaries, such option shall be granted
automatically to such director upon the date such person becomes a Non-
Employee Director. Each director who has received an initial Incentive
Option pursuant to the preceding sentence shall automatically be granted an
Incentive Option on each
-2-
<PAGE>
anniversary of the date of grant of the initial Incentive Option to such
director if such director is a Non-Employee Director on such anniversary
date.
An Incentive Option shall be exercisable only to the extent it has
vested. Each Incentive Option shall vest in full on the first anniversary of
the date of grant if the holder thereof is a Non-Employee Director on such
date; provided, that, if a person is not elected as a Non-Employee Director
at the first annual meeting of the Company's shareholders following the date
of grant of such Incentive Option and such option has not already vested
pursuant to the first clause of this sentence, such Incentive Option shall
vest and become exercisable as of the day before such annual meeting with
respect to the number of shares (rounded up to the nearest whole number of
shares) equal to (a) the total number of shares subject to such Incentive
Option multiplied by (b) a fraction equal to the number of whole months that
such director has served on the Board since the grant of such Incentive
Option divided by 12. An Incentive Option or any portion of an Incentive
Option that has not vested prior to the date the holder thereof ceases to be
a Non-Employee Director shall expire and be forfeited as of such date.
5. General Option Terms.
A. Option Agreement. Each option granted under this Plan shall be
evidenced by a written agreement between the Company and the optionee
in such form as the Board shall prescribe in accordance with this
Plan. The option price per share of common stock for all options
granted under this Plan shall be specified in the option agreement and
shall be determined as set forth above.
B. Expiration. An option issued pursuant to this Plan shall expire and
not be exercisable after the first to occur of (i) the fifth
anniversary of the date of grant of such option and (ii) three months
after the optionee ceases to be a director of the Company (12 months
if the optionee ceases to be a director of the Company due to death or
to total and permanent disability as determined by the Board in good
faith).
C. Non-Transferability. Options granted pursuant to this Plan shall
not be sold, assigned, pledged, transferred or otherwise disposed of,
except by will or the laws of descent and distribution. Any purported
transfer contrary to this provision will nullify such award. All
options shall be exercisable during the participant's lifetime only by
the participant or the participant's legal representative. If the
holder of an option dies and such option has vested and is exercisable
at the date of death, then, as described in paragraph 8 below, the
holder's estate, or the beneficiary or beneficiaries to whom the
holder's rights under the option shall pass by reason of the holder's
death, shall have the right to exercise the option as provided in and
subject to this Plan and the respective option agreement. Awards under
this Plan shall not
-3-
<PAGE>
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 or
other process.
D. Exercise of Options. Subject to the terms of the option agreement
and this Plan, options granted pursuant to this Plan may be exercised
from time to time in whole or in part. Each exercise of an option
shall be accomplished by delivering written notice of such exercise to
the Secretary of the Company, specifying the number of shares to be
purchased and accompanied by payment in full of the purchase price
therefor. Payment for the options exercised shall be either in (i)
cash or check, money order or bank draft to the order of Material
Sciences Corporation (collectively, "cash") or (ii) shares of common
stock of the Company (valued as of the date of the notice of exercise)
with a value equal to or less than the aggregate option price, plus
cash in the amount, if any, by which the aggregate option price
exceeds the value of such shares of common stock. Payment for shares
with respect to options exercised for cash shall be delivered with the
notice of exercise. Payment for shares with respect to options
exercised for common stock and cash, if any, shall be delivered to the
Secretary of the Company not later than the end of the third business
day after delivery of the notice of exercise. If payment is made in
common stock, such payment shall be made by delivery of the necessary
share certificates, with executed stock powers attached, to the
Secretary of the Company or, if such certificates have not yet been
delivered to the optionee, by written notice to the Secretary of the
Company requesting that the shares represented by such certificates
applied toward payment as hereinabove provided.
E. Necessary Approvals. Each option granted under this Plan shall be
subject to the requirement that if at any time the Board shall
determine, in its discretion, that either the consent or approval of
any governmental authority or the listing, registration or
qualification of the shares subject to such option upon any securities
exchange or under any state or federal law is necessary or desirable
as a condition of, or in connection with, the issuance or purchase of
shares under such option, such option may not be exercised in whole or
in part and shares thereunder may not be delivered, as the case may
be, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions
not acceptable to the Board. Any option may be exercised only in
accordance with the provisions of all applicable law.
6. Adjustments for Changes in Capitalization or Corporate Reorganizations.
Appropriate adjustments shall be made in the number, including 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 awarded under this Plan, to give effect
-4-
<PAGE>
to any stock splits, stock dividends and other relevant changes in
capitalization occurring after the Effective Date.
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 any optionee under this Plan
shall have the right to purchase, at the aggregate option price provided for
in his or her 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 or her 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 or her. If by
the date ten days prior to the scheduled effective date of any such merger,
consolidation or other reorganization, the provision described in the
preceding sentence has not been made with respect to any Incentive Option
that is not then fully vested, such Incentive Option shall become vested and
exercisable in full upon such date. Any adjustment with respect to options
required by this paragraph 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 paragraph shall be
determined by the Board.
Upon the approval by the shareowners 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 shareowners of the Company of a plan of complete liquidation, all
Incentive Options that are not then fully vested shall become vested and
exercisable in full upon such date.
7. Tax Withholding. The Board 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 Board may defer
such payment or issuance unless indemnified to its satisfaction. Subject to
the consent of the Board, a participant may make an irrevocable election to
have shares of common stock otherwise issuable under an option withheld,
tender back to the Company shares of common stock received pursuant to
exercise of an option or deliver to the Company
-5-
<PAGE>
Exhibit 5
[KIRKLAND & ELLIS LETTERHEAD]
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 1996 Stock Option Plan
for Non-Employee Directors
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 250,000 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 directors of the Company pursuant to the Material Sciences
Corporation 1996 Stock Option Plan for Non-Employee Directors (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,
<PAGE>
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.
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
<PAGE>
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
