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As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333-
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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
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
JAMES J. WACLAWIK, SR.
Vice President, Chief Financial Officer and Secretary
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:
MICHAEL A. STONE, ESQ.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Amount of
Title of securities to Amount to be Proposed maximum offering aggregate offering registration
be registered registered price per share price(1) fee(1)
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Common Stock, par 150,000
value $.02 per share shares 150,000 shares at $11.344 $1,701,600 $449.22
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(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 October 3, 2000.
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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 non-employee
directors as specified by Rule 428(b)(1) 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, 2000
(File No. 1-8803).
(b) Quarterly Report on Form 10-Q for the Fiscal Quarter ended May 31,
2000 (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.
Item 4. Description of Securities.
Not applicable.
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
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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
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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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(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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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 October
6, 2000.
MATERIAL SCIENCES CORPORATION
/s/ Gerald G. Nadig
By:____________________________________________
Gerald G. Nadig
Chairman, 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 October 6, 2000.
Signature Capacity
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/s/ Gerald G. Nadig
_____________________________ Chairman, President and Chief Executive Officer
Gerald G. Nadig and Director (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/ Michael J. Callahan
_____________________________ Director
Michael J. Callahan
/s/ Eugene W. Emmerich
_____________________________ Director
Eugene W. Emmerich
/s/ G. Robert Evans
_____________________________ Director
G. Robert Evans
/s/ E.F. Heizer, Jr.
_____________________________ Director
E.F. Heizer, Jr.
/s/ Ronald A. Mitsch
_____________________________ Director
Ronald A. Mitsch
/s/ Mary P. Quin
_____________________________ Director
Mary P. Quin
/s/ Howard B. Witt
_____________________________ Director
Howard B. Witt
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EXHIBIT INDEX
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Exhibit Sequentially
Number Description of Document Numbered Page
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3.1 Restated Certificate of Incorporation of the Corporation,
incorporated by reference to the Corporation's Form 10-Q
Quarterly Report for the Quarter Ended August 31, 1997 (File
No. 1-8803).
3.2 Certificate of Designation, Preferences and Rights of Series B
Junior Participating Preferred Stock, incorporated by reference
to the Corporation's Form 8-A filed on June 25, 1996 (File No.
1-8803).
3.3 Bylaws of the Corporation, as amended, incorporated by
reference to the Corporation's Current Report on Form 8-K,
filed with the Commission on June 17, 1998 (File No. 1-8803).
4.1 Material Sciences Corporation 2001 Compensation 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).
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