=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2003 ----------- MATERIAL SCIENCES CORPORATION ----------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 1-8803 95-2673173 -------- ------ ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2200 East Pratt Boulevard Elk Grove Village, Illinois 60007 --------------------------------- (Address of Principal Executive Offices, including Zip Code) (847) 439-8270 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release dated May 6, 2003. Item 9. Regulation FD Disclosure. The information contained in this Item 9 is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release Nos. 33-8216 and 34-47583. The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing. On May 6, 2003, we issued a press release announcing financial results for the fiscal year ended February 28, 2003. The press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MATERIAL SCIENCES CORPORATION /s/ James J. Waclawik, Sr. -------------------------- By: James J. Waclawik, Sr. Its: Vice President and Chief Financial Officer Date: May 6, 2003 3