<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1997
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)
2200 East Pratt Boulevard 60007
Elk Grove Village, Illinois (Zip Code)
(Address of Principal Executive Offices)
MATERIAL SCIENCES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES J. WACLAWIK, SR.
Vice President and Chief Financial Officer
Material Sciences Corporation
2200 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 (1) aggregate offering fee (1) registration price (1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 600,000
value $.02 per share shares $15.41 $9,246,000.00 $2,801.82
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The aggregate offering price and the amount of the registration fee have
been computed in accordance with Rule 457(h) based on the average of the
high and low prices of a share of Common Stock reported in the consolidated
reporting system on August 14, 1997.
<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 Securities and
Exchange Commission (the ACommission@) 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 stock splits, stock dividends or similar transactions.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Material Sciences Corporation (the
"Corporation") with the Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended February 28, 1997
(File No. 1-8803).
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended May 31,
1997 (File No. 1-8803); Annual Report on Form 10-K/A for the fiscal year ended
February 29, 1996 (File No. 1-8803); Current Report on Form 8-K filed on April
30, 1997 (File No. 1-8803); and Current Report on Form 8-K filed on April 7,
1997 (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 No. 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.
The Corporation will provide without charge to each person to whom a
copy of the Section 10(a) prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in the Section 10(a) prospectus by
reference other than exhibits to such documents. Written requests or requests
by telephone for such copies should be directed to: James J. Waclawik, Sr., Vice
President and Chief Financial Officer, Material Sciences Corporation, 2200 East
Pratt Boulevard, Elk Grove Village, IL 60007 (telephone (847) 439-8270).
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
-2-
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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.
Reference is made to the Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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-
<PAGE>
(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.
(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
August 18, 1997.
MATERIAL SCIENCES CORPORATION
By: /s/ Gerald G. Nadig
------------------------------------------
Gerald G. Nadig
President 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 August 18, 1997. Each person whose signature appears
below constitutes and appoints Gerald G. Nadig and James J. Waclawik, Sr. and
each of them as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
SIGNATURE CAPACITY
--------- --------
/s/ G. Robert Evans Chairman of the Board and Director
- --------------------------
G. Robert Evans
/s/ Gerald G. Nadig President, Chief Executive Officer and Director
- --------------------------
Gerald G. Nadig (Principal Executive Officer)
/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/ 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.
-5-
<PAGE>
/s/ Irwin P. Pochter Director
- --------------------------
Irwin P. Pochter
/s/ Howard B. Witt Director
- --------------------------
Howard B. Witt
-6-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Document Numbered Page
- ------- ---------------------------------------------------------------------- -------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Corporation, as amended, incorporated
by reference to the Corporation's Registration Statement on Form S-1,
which was effective on November 27, 1984 (Registration No. 2-93414).
4.2 Amendment to Certificate of Incorporation of the Corporation, incorporated
by reference to the Corporation's Registration Statement on Form S-1, filed
on October 11, 1985 (Registration No. 33-00828).
4.3 Amendment to Certificate of Incorporation of the Corporation, incorporated
by reference to the Corporation's Form 8-A, filed on June 17, 1986 (File
No. 1-8803).
4.4 Amendment to Certificate of Incorporation of the Corporation, incorporated
by reference to the Corporation's Form 8-A, filed on June 25, 1996 (File No.
1-8803).
4.5 Amended to Certificate of Incorporation of the Corporation, incorporated
by reference to the Corporation's Registration Statement on Form S-8
(Registration No. 333-33885)
4.6 Certificate of Increase of Designated Shares of Common Stock to the Certificate
of Designation of the Corporation, incorporated by reference to the Corporation's
Registration Statement on Form S-8 (Registration No. 333-33885).
4.7 Bylaws of the Corporation, incorporated by reference to the
Corporation's Form 10-K Annual Report for the Fiscal Year Ended
February, 1991 (File No. 1-8803).
4.8 Material Sciences Corporation Employee Stock Purchase Plan, as
amended.
5 Opinion of Kirkland & Ellis.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5).
24 Power of Attorney (included on the signature page hereto).
</TABLE>
-7-
<PAGE>
EXHIBIT 4.8
MATERIAL SCIENCES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
______________________________________________________________
1. Purpose: The Purpose of this Employee Stock Purchase Plan (the "Plan") is
to provide employees of Material Sciences Corporation (the "Company") and
its subsidiaries (as defined in Section 14 hereof) (collectively, the
"Participating Companies") with added incentive to continue in the
employment of the Participating Companies and to encourage increased
efforts to promote the best interests of the Participating Companies by
permitting eligible employees to purchase shares of common stock of the
Company (the "Stock"), having a par value of $.02 per share, at a price
less than the then current market price thereof. The Plan is intended to
qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Eligibility: Participation under the Plan shall be open to all active
employees of the Participating Companies except (a) employees whose
customary employment by the Participating Companies is 20 hours or less per
week, and (b) employees whose customary employment by the Participating
Companies is for not more than five months in any calendar year. No right
to purchase Stock shall accrue under the Plan in favor of any person who is
not an eligible employee, and no eligible employee shall acquire such right
to purchase Stock (i) if, immediately after receiving such right, such
employee would own 5% or more of the total combined voting power or value
of all classes of stock of the Company or any subsidiary corporation (as
defined in Section 424 of the Code), taking into account in determining
stock ownership any stock attributable to such employee under Section 424
of the Code; or (ii) if such purchase would permit such employee's rights
to purchase stock under all employee stock purchase plans from time to time
in effect of the Company and its subsidiary corporations (as so defined) to
accrue at a rate which exceeds $25,000 of fair market value of such stock
for each calendar year, all determined in the manner provided by Section
423 of the Code.
3. Effective date of Plan: The Plan shall become effective on such date as
may be specified by the Board of Directors of the Company (the "Board"),
provided that in no event shall the Plan become effective unless within 12
months of the date of its adoption by the Board it has been approved at a
duly called meeting of the shareholders of the Company.
4. Participation and Purchase of Shares: Each eligible employee shall be
entitled to become a participant in the Plan (a "participant") during
either of two one-month enrollment periods in each fiscal year of the
Company. Unless otherwise determined by the Board or a committee of
directors not eligible to participate in the Plan (the "Committee")
designated by the Board to administer the Plan, such enrollment periods
shall be the months of February and August. To become a participant, an
eligible employee shall execute and deliver to his employer a payroll
deduction authorization form (the "Authorization") which shall become
effective on the first day following the end of the enrollment period.
Each Authorization shall direct that payroll deductions be made by the
employee's employer for each payroll period ending during the period of
such employee's participation in the Plan and shall specify the amount of
such payroll deduction as a percentage of the participant's gross earnings
from the Participating Companies for such period (before withholding or
other deductions) that is not less than two percent or greater than six
percent.
Payroll deductions shall be made for each participant in accordance with
his Authorization until his participation in the Plan terminates, his
Authorization is revised or the Plan terminates, all as hereinafter provided.
During any enrollment period, a participant may change the amount of his
payroll deductions. No other changes shall be permitted except that a
participant may elect to terminate his participation in the Plan as hereinafter
provided. All such permitted changes shall be effected by filing a new
Authorization in the manner described in the first paragraph of Section 4.
1
<PAGE>
Payroll deductions made pursuant to the Plan shall be credited to the
purchase account of the participant in question. At the end of each purchase
period (as hereinafter defined), the amount in each participant's account,
including any interest thereon as provided in Section 7 hereof, shall be applied
to the purchase of the maximum number of whole shares of Stock, which can be
purchased with such amount, determined by dividing such amount by the Purchase
Price (as hereinafter defined) for such purchase period. Any amount remaining in
the purchase account after the purchase of such shares shall remain credited to
such account and shall be carried over to the following purchase period.
The first purchase period under the Plan shall commence on March 1, 1985
and shall end on August 31, 1985. So long as the Plan remains in effect, new 6
month purchase periods shall commence on each succeeding September 1 and March
1.
5. Purchase Price: The purchase price (the "Purchase Price") per share of
Stock hereunder for any purchase period shall be 85% of the lesser of (a)
the fair market value of a share of Stock on the first day of such a
purchase period, and (b) the fair market value of a share of Stock on the
last day of such purchase period, provided that if such percentage results
in a fraction of one cent, the Purchase Price shall be increased to the
next higher full cent.
6. Issuance of Shares and Delivery of Certificates: To the extent that the
Company's obligations hereunder are to be satisfied by the issuance of
Stock, shares which each participant has purchased for each purchase period
shall be issued at the time they are purchased. Certificates representing
the shares purchased shall be delivered to the participant within a
reasonable time after the end of each purchase period. Notwithstanding any
other provision of the Plan, each participant who is an "officer" or
"director" of the Company (as such terms are used in Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "1934 Act"))
shall, prior to such participant's receipt of any certificates representing
shares, either (i) provide a written representation to the Company that the
shares so distributed will be held by such participant for at least six
months prior to sale or other disposition or (ii) terminate his
participation in the Plan for a period of at least six months in accordance
with Section 8 hereof. Notwithstanding the foregoing or any other
provision of the Plan, each participant who is an officer or director of
the Company (as such terms are used in Rule 16b-3 promulgated under the
1934 Act) may not sell or dispose of any shares of Stock until at least six
months after the last day of the purchase period with respect to such
shares.
7. Interest on Purchase Accounts: Interest shall accrue during each purchase
period with respect to amounts credited from time to time to a purchase
account of a participant at a rate equal to the rate paid on the first
business day of such purchase period on Certificate of Deposits having
ninety-day maturities. After the close of each purchase period, a report
will be made to each participant stating the entries made to his purchase
account, including the interest accrued and the number of shares purchased
and the applicable Purchase Price.
8. Termination of Participation: A participant may at any time elect to
terminate his participation in the Plan, except that no such termination
shall be effective as to any purchase period unless such election is
received by one of the Participating Companies in writing prior to the last
business day of such period. A participant may also at any time request in
writing payment to him of the full amount to his credit in his purchase
account, including any interest thereon as provided in Section 7 hereof,
without thereby terminating his participation of the Plan, provided that no
such request shall be effective as to any purchase period unless received
prior to the last business day of such period. Upon any such termination
or request, the employer of such participant shall promptly refund to him
the amount to his credit in his purchase account. Notwithstanding any
other provision of the Plan, if an officer or director of the Company (as
such terms are used in Rule 16b-3 promulgated under the 1934 Act)
terminates his participation in the Plan, he shall not be entitled to
again become a participant in the Plan until the first enrollment period
which ends on or after six months after such termination becomes effective.
In the event any participant shall die, terminate his employment with the
Participating Companies for any reason or otherwise cease to be eligible to
participate in the Plan, his participation in the Plan shall immediately
terminate, and the amount to his credit in his purchase account, including any
interest thereon as provided in Section 7 hereof, on the date of such
termination, together with certificate(s) for the full shares of stock held for
his benefit and a cash payment in lieu of any fractional share, shall be
returned to him or his legal representatives promptly.
2
<PAGE>
9. Termination or Amendment of the Plan: The Company, by action of the Board,
may terminate the Plan as of the beginning of any purchase period. Notice
of termination shall be given to all participants, but any failure to give
such notice shall not impair the effectiveness of the termination.
Without any action being required, the Plan will terminate whenever the
maximum number of shares of Stock to be sold under the Plan (as hereinafter
provided in Section 13) has been purchased, but such termination shall not
impair the rights of the participants to shares purchased pursuant to the Plan
on or prior to the date of such termination. If at any time, the number of
shares remaining available for purchase under the Plan is not sufficient to
satisfy all then outstanding purchase rights, the Board or the Committee may
determine an equitable basis of apportioning available shares among all
participants.
The Board may amend the Plan from time to time in any respect in order to
meet changes in legal requirements or for any other reason; PROVIDED, HOWEVER,
that no such amendment shall (a) materially adversely affect any purchase rights
outstanding under the Plan during the purchase period in which such amendment is
to be effected, (b) increase the maximum number of shares of Stock which may be
purchased under the Plan, (c) decrease the Purchase Price of the Stock for any
purchase period below the amounts set forth in paragraph 5 of this Plan, or (d)
adversely affect the qualification of the Plan under Section 423 of the Code.
Upon termination of the Plan, the respective amounts to the credit of the
participants in their purchase accounts shall be returned to them promptly.
10. Non-Transferability: Rights acquired under the Plan are not transferable
and may be exercised only by a participant.
11. Shareholder's Rights: No eligible employee or participant shall by reason
of the Plan have any rights of a shareholder of the Company until and to
the extent he shall acquire shares of Stock as herein provided.
12. Administration of the Plan: The Plan shall be administered so as to ensure
that all participants have the same rights and privileges as are provided
by Section 423 (b)(5) of the Code.
Members of the Committee may be appointed from time to time by the Board
and shall be subject to removal by the Board. The decision of a majority in
number of the members of the Committee in office at the time shall be deemed to
be the decision of the Committee.
The Board or the Committee, from time to time, may approve the forms of any
documents or writings provided for in the Plan, may adopt, amend and rescind
rules and regulations not inconsistent with the Plan for carrying out the Plan
and may construe the Plan. The Board or the Committee may delegate the
responsibility for maintaining all or a portion of the records pertaining to
participants' accounts to persons not affiliated with the Participating
Companies. All expenses of administering the Plan shall be paid by the
Participating Companies.
13. Maximum Number of Shares: Subject to adjustment as hereinafter set forth,
the total number of shares of Stock which are purchased under the Plan may
not exceed 1,264,536. Stock sold hereunder may be treasury shares or
authorized but unissued shares. In the event the Company shall at any time
after the effective date of the Plan change its issued Stock into an
increased number of shares, with or without par value, through a stock
dividend or split-up of shares, or into a decreased number of shares, with
or without par value, through a combination of shares, then, effective with
the record date for such change, the maximum number of shares of Stock
which thereafter may be purchased under the Plan shall be the maximum
number of shares which, immediately prior to such record date, remained
available for purchase under the Plan, proportionately increased, in the
case of such stock dividend or split-up, or proportionately decreased, in
the case of such combination of shares.
14. Miscellaneous: Except as otherwise expressly provided herein, any
Authorization, election, notice or document to be submitted by an eligible
employee or participant pursuant to the Plan shall be delivered to his
employer corporation and, subject to any limitations specified in the Plan,
shall be effective when so delivered.
3
<PAGE>
The term "business day" shall mean any day other than Saturday, Sunday
or a legal holiday in Illinois.
The term "subsidiaries" shall mean all corporations which are
subsidiary corporations (within the definition of Section 425 (f) of the
Code) in respect of the Company.
The masculine pronoun shall include the feminine.
The Plan, and the Company's obligation to sell and deliver shares of
Stock hereunder, shall be subject to all applicable federal, state and
foreign laws, rules and regulations, and to such approval by any regulatory
or governmental agency as may, in the opinion of counsel for the Company,
be required.
4
<PAGE>
Exhibit 5
[Kirkland & Ellis Letterhead]
To Call Writer Direct:
312-861-2000
August 18, 1997
Material Sciences Corporation
2200 East Pratt Boulevard
Elk Grove Village, Illinois 60007
Re: Material Sciences Corporation Employee Stock Purchase Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We are issuing this letter in our capacity as special legal 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 the date of this letter under the Securities
Act of 1933, as amended (the "Securities Act"). This opinion letter is being
delivered in response to Section 601(5) of Regulation S-K of the Securities and
Exchange Commission, which requires the filing of an opinion of counsel with
respect to the legality of the securities being registered on Form S-8 under the
Securities Act. 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 Employee Stock Purchase Plan (the "Plan").
Subject to the assumptions, qualifications, exclusions and other
limitations which are identified in this letter, we advise you that in our
opinion the Shares are duly authorized and, when the Shares have been duly
issued in accordance with the terms of the Plan and when the Shares are duly
countersigned by the Company's registrar, and upon receipt by the Company of the
consideration to be paid therefor, the Shares will be validly issued, fully paid
and nonassessable.
We have assumed that each document we have reviewed for purposes of
this letter is accurate and complete, that each such document that purports to
be an original is authentic, that each such document that is a copy conforms to
an authentic original, and that all signatures on each such document are
genuine. We have assumed that all documents we have reviewed have been duly
authorized, executed and delivered by the respective parties thereto, the
respective parties thereto had the corporate power and authority to execute,
deliver and perform such documents, the execution, delivery and performance of
such documents by each party
<PAGE>
Material Sciences Corporation
August 18, 1997
Page 2
thereto did not and will not violate the charter or bylaws of such party or any
contract to which such party is bound and comply with all laws, governmental
rules and regulations applicable to each such party, and that such documents
constitute the valid and binding obligation of such party, enforceable against
such party in accordance with their respective terms.
In preparing this letter we have relied without independent
verification upon: (i) information contained in a certificate obtained from the
Secretary of State of the State of Delaware; (ii) factual information provided
to us by the Company or its representatives; and (iii) factual information we
have obtained from such other sources as we have deemed reasonable. We have
assumed that there has been no relevant change or development between the dates
as of which the information cited in the preceding sentence was given and the
date of this letter and that the information upon which we have relied is
accurate and does not omit disclosures necessary to prevent such information
from being misleading. In addition, we have not undertaken any investigation to
determine the facts upon which the advice in this letter is based.
Our advice on every legal issue addressed in this letter is based
exclusively on the General Corporation Law of the State of Delaware, the
internal law of the State of Illinois or the federal law of the United States,
and represents our opinion as to how that issue would be resolved were it to be
considered by the highest court in the jurisdiction which enacted such law.
Without limiting the generality of the preceding sentence, we express no opinion
with respect to compliance with any state securities (or "Blue Sky") laws or
regulations. The manner in which any particular issue would be treated in any
actual court case would depend in part on facts and circumstances particular to
the case, and this letter is not intended to guarantee the outcome of any legal
dispute which may arise in the future.
We hereby consent to the filing of this letter 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.
This letter speaks as of the time of its delivery on the date it
bears. We do not assume any obligation to provide you with any subsequent
opinion or advice by reason of any fact about which we did not have actual
knowledge at that time, by reason of any change subsequent to that time in any
law covered by any of our opinions, or for any other reason.
<PAGE>
Material Sciences Corporation
August 18, 1997
Page 3
You may rely upon this letter only for the purpose described in the
initial paragraph of this letter in response to which it has been delivered.
Without our written consent: (i) no person other than you may rely on this
letter for any purpose; (ii) this letter may not be cited or quoted in any
document or communication which might encourage reliance upon this letter by any
person or for any purpose excluded by the restrictions in this paragraph; and
(iii) copies of this letter may not be furnished to anyone for purposes of
encouraging such reliance.
Very truly yours,
/s/ KIRKLAND & ELLIS
KIRKLAND & ELLIS
<PAGE>
Exhibit 23.1
As independent public accountants, we hereby consent in the incorporation by
reference in this registration statement of our reports dated April 29, 1997
included in Material Sciences Corporation's Form 10-K for the year ended
February 28, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
August 18, 1997
