================================================================================
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): April 22, 2003
--------------
MATERIAL SCIENCES CORPORATION
-----------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-8803 95-2673173
-------- ------ ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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 5. Other Events and Required FD Disclosure.
On April 22, 2003, Material Sciences Corporation ("MSC") announced that
the board of directors voted to terminate MSC's Rights Agreement, dated as of
June 20, 1996, between MSC and Mellon Investor Services LLC (f/k/a ChaseMellon
Shareholder Services, L.L.C.), as rights agent (the "Agreement"), by redeeming
all of the outstanding "Rights" (as defined in the Agreement) at a price of
$0.01 per Right. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
MSC also announced the election of Avrum Gray to its board of
directors. A copy of the press release is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release dated April 22, 2003.
99.2 Press Release dated April 22, 2003.
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: April 22, 2003
3