-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJqJ8U+NjpS1DWsgoSFZQ3kWu8rPGwZIg360FZnEptycV9nhCnmIPLm2DIoLZn9U 1W/ZzHqWGhMQQy/SfailJw== 0000950131-97-005136.txt : 19970819 0000950131-97-005136.hdr.sgml : 19970819 ACCESSION NUMBER: 0000950131-97-005136 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970818 EFFECTIVENESS DATE: 19970818 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERIAL SCIENCES CORP CENTRAL INDEX KEY: 0000755003 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 952673173 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33885 FILM NUMBER: 97666015 BUSINESS ADDRESS: STREET 1: 2300 E PRATT BLVD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7084398270 S-8 1 FORM S-8 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 1992 OMNIBUS STOCK AWARDS PLAN FOR KEY EMPLOYEES (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
- ------------------------------------------------------------------------------------------------------------------------------- Title of securities to Amount to be Proposed maximum offering Proposed maximum Amount of be registered registered price per share (1) aggregate offering price (1) registration fee (1) - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, par 150,000 value $.02 per share shares $15.41 $2,311,500.00 $700.46 - -------------------------------------------------------------------------------------------------------------------------------
(1) The aggregate offering price and the amount of the registration fee have been computed in accordance with Rule 457(h) based upon the average of the high and low prices of the shares reported in the consolidated reporting system on August 14, 1997. EXPLANATORY NOTE Pursuant to General Instruction E for registration statements on Form S-8, the contents of the Registration Statement on Form S-8 of Material Sciences Corporation (the "Corporation"), relating to the 1992 Omnibus Stock Award Plan for Key Employees (the "1992 Plan"), File No. 333-15679, filed with the Securities and Exchange Commission (the "Commission") on November 6, 1996, are incorporated herein by reference, as this Registration Statement relates to the registration of additional shares with respect to the 1992 Plan. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS Pursuant to General Instruction E for registration statements on Form S-8, only the following exhibits are required: 4.1 Certificate of Amendment of Certificate of Incorporation, increasing the number of authorized shares of common stock from 20,000,000 to 40,000,000, filed August 12, 1997. 4.2 Certificate of Increase of Designated Shares of Common Stock to the Certificate of Designation of the Corporation, increasing the number of shares of common stock designated as Common Stock, par value $.02 per share, from 20,000,000 to 40,000,000, filed August 12, 1997. 4.3 1992 Omnibus Stock Awards Plan for Key Employees, as amended. 5 Opinion of Kirkland & Ellis. 23.1 Consent of Arthur Anderson, LLP. 23.2 Consent of Kirkland & Ellis (included in Exhibit 5). 24 Power of Attorney. -2- 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/ JAMes 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 Director - --------------------------- E.F. Heizer, Jr. -3- /s/ Irwin P. Pochter Director - -------------------------- Irwin P. Pochter /s/ Howard B. Witt Director - ---------------------------------------------------- Howard B. Witt -4- EXHIBIT INDEX
Exhibit Sequentially Number Description of Document Numbered Page - ------- ----------------------------------------------------------------- ------------- 4.1 Certificate of Amendment of Certificate of Incorporation, increasing the number of authorized shares of common stock from 20,000,000 to 40,000,000, filed August 12, 1997. 4.2 Certificate of Increase of Designated Shares of Common Stock to the Certificate of Designation of the Corporation, increasing the number of shares of common stock designated as Common Stock, par value $.02 per share, from 20,000,000 to 40,000,000, filed August 12, 1997. 4.3 1992 Omnibus Stock Awards Plan for Key Employees, as amended. 5 Opinion of Kirkland & Ellis. 23.1 Consent of Arthur Anderson, LLP. 23.2 Consent of Kirkland & Ellis (included in Exhibit 5). 24 Power of Attorney.
-5- EX-4.1 2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORP. EXHIBIT 4.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Material Sciences Corporation (the "Corporation"), a corporation organized ----------- and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the first sentence of the Fourth Article of the Certificate of Incorporation of the Corporation be deleted and replaced as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue of 50,000,000 shares, consisting of: 10,000,000 shares of preferred stock of the par value of $1.00 per share ('preferred stock'); and 40,000,000 shares of common stock of the par value of $.02 per share (`common stock')." SECOND: That the foregoing amendment was declared advisable and proposed to the Corporation's stockholders by resolution adopted by the Corporation's Board of Directors (the "Board") by the unanimous written consent of its members, ----- filed with the minutes of the Board. THIRD: That the foregoing amendment was considered and approved by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, at the annual meeting of stockholders held on July 17, 1997. FOURTH: That the aforesaid amendment was duly adopted in accordance with the applicable provision of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Material Sciences Corporation has caused this certificate to be signed by James J. Waclawik, Sr., its Vice President, Chief Financial Officer and Secretary this 5th day of August, 1997. Material Sciences Corporation By /s/ James J. Waclawik, Sr. --------------------------- Vice President, Chief Financial Officer and Secretary EX-4.2 3 CERTIFICATE OF INCREASE OF DESIGNATED SHARES EXHIBIT 4.2 CERTIFICATE OF INCREASE OF DESIGNATED SHARES OF COMMON STOCK TO THE CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF COMMON STOCK OF MATERIAL SCIENCES CORPORATED * * * * * Adopted in accordance with the provisions of (S)151(g) of the General Corporation Law of the State of Delaware * * * * * The undersigned, being the duly elected and qualified Vice President, Chief Financial Officer and Secretary of Material Sciences Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: FIRST: The Certificate of Incorporation of the Corporation, as amended, provides for the issuance of a series of Common Stock, par value $0.02 per share (the "Common Stock"). SECOND: The Board of Directors of the Corporation has adopted a resolution authorizing an increase in the number of shares designated as Common Stock from 20,000,000 to 40,000,000. IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of increase is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set his hand this 5th day of August, 1997. MATERIAL SCIENCES CORPORATION, a Delaware corporation By: /s/ James J. Waclawik, Sr. --------------------------------------- James J. Waclawik, Sr. Vice President, Chief Financial Officer and Secretary EX-4.3 4 1992 OMNIBUS STOCK AWARDS PLAN FOR KEY EMPLOYEES Exhibit 4.3 MATERIAL SCIENCES CORPORATION 1992 OMNIBUS STOCK AWARDS PLAN FOR KEY EMPLOYEES 1. PURPOSE. The purpose of this 1992 Omnibus Stock Awards Plan for Key Employees (this "Plan") is to provide incentives to management and other key employees of Material Sciences Corporation (the "Company") and its subsidiaries through rewards based upon the ownership and performance of the common stock of the Company, $.02 par value per share ("common stock"). 2. LIMITATIONS ON SHARES TO BE ISSUED. The number of shares of common stock with respect to which awards may be granted under this Plan and which may be issued upon the exercise or payment thereof shall not exceed, in the aggregate, 2,437,500 shares, provided, however, 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, as the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company (the "Board") shall determine. 3. AWARDS. The Compensation Committee may grant to those persons who it deems to be key employees of the Company or any subsidiary of the Company (collectively, the "participants"), in accordance with this Section and the other provisions of this Plan, stock options, stock appreciation rights ("SARs"), restricted stock and other awards. (A) OPTIONS. (i) Options granted under this Plan may be either incentive stock options ("ISOs") which qualify under Section 422 of the Internal Revenue Code of 1986, as amended, or options which do not qualify under such Section ("non-qualified options"), or in such other form, consistent with this Plan, as the Compensation Committee may determine. Each option granted under this Plan shall be evidenced by a written agreement between the Company and the optionee, and such written agreement shall specify whether such option is intended to be an ISO or a non-qualified option. Each option shall be exercisable immediately in full or shall become exercisable in installments (based on the passage of time, achievement of performance targets or both as determined by the Compensation Committee) over the option period in such percentages of the total number of shares covered by the option as shall be determined by the Compensation Committee and stated in the agreement evidencing such option. (ii) The per share option price shall be a price determined by the Compensation Committee and specified in the option agreement, provided that the per share option price with respect to any options granted under this Plan (including, without limitation, any ISO's) shall not be less than 100% of the fair market value (determined in accordance with procedures established by the Compensation Committee, the "fair market value") of a share of common stock on the date the option is granted. (iii) Options shall be exercised in whole or in part by written notice to the Company (to the attention of the Secretary of the Company) and payment in full of the option price. Payment of the option price may be made, at the discretion of the optionee, and to the extent permitted by the Compensation Committee, (A) in cash (including check, bank draft, or money order), (B) in common stock (valued at the fair market value thereof on the date of exercise), (C) by a combination of cash and common stock or (D) with any other consideration. (B) SAR (i) An SAR shall entitle its holder to receive from the Company, at the time of exercise of such right, an amount equal to the excess of the fair market value (at the date of exercise) of a share of common stock over a specified price fixed by the Compensation Committee multiplied by the number of shares of common stock as to which the holder is exercising the SAR. SARs may be in tandem with any previously or contemporaneously granted option or independent of any option. The specified price of a tandem SAR shall be the option price of the related option. The amount payable may be paid by the Company in common stock (valued at its fair market value on the date of exercise), cash or a combination thereof, as the Compensation Committee may determine, which determination shall be made after considering any preference expressed by the holder. (ii) An SAR shall be exercised by written notice to the Company (to the attention of the Secretary of the Company) at any time prior to its stated expiration. To the extent a tandem SAR is exercised, the related option will be cancelled and, to the extent the related option is exercised, the tandem SAR will be cancelled. (c) INCENTIVE AWARDS OF RESTRICTED STOCK. (i) Shares of common stock may be awarded to participants, subject to this paragraph 3(c) and such other terms and conditions as the Compensation Committee may prescribe (such shares being called "restricted stock"). Each certificate for restricted stock shall be registered in the name of the participant and deposited, together with a stock power endorsed in blank, with the Company. (ii) There shall be established for each restricted stock award a restriction period (the "restriction period") of such length as shall be determined by the Compensation Committee. Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter provided, during the restriction period. Except for such restrictions on transfer and such other restrictions as the Compensation Committee may impose, the participant shall have all the rights of a holder of common stock as to such restricted stock. The Compensation Committee, in its sole discretion, may permit or require the payment of cash dividends to be deferred and, if the Compensation Committee so determines, reinvested in additional restricted stock or otherwise invested. At the expiration of the restriction period, the Corporation shall redeliver to the participant (or the participant's legal representative or designated beneficiary) the certificates deposited pursuant to paragraph 3(c)i). (iii) Except as provided by the Compensation Committee at the time of grant or otherwise, upon a termination of employment for any reason during the restriction period all shares of common stock still subject to restriction shall be forfeited by the participant. (d) OTHER AWARDS. (i) Other awards, including, without limitation, performance shares, convertible debentures, other convertible securities and other forms of awards measured in whole or in part by the value of common stock, the performance of the participant or the performance of the Company, may be granted under this Plan. Such awards may be payable in common stock, cash or both, and shall be subject to such restrictions and conditions, as the Compensation Committee shall determine. At the time of any such award, the Compensation Committee shall, if applicable, determine a performance period and performance goals to be achieved during the performance period, subject to such later revisions as the Compensation Committee shall deem appropriate to reflect significant unforeseen events such as changes in laws, regulations or accounting practices, unusual or non-recurring items or occurrences. Following the conclusion of each performance period, the Compensation Committee shall determine the extent to which performance goals have been attained or a degree of achievement between -2- maximum and minimum levels during the performance period in order to evaluate the level of payment to be made, if any. (ii) A participant may elect to defer all or a portion of any such award in accordance with procedures established by the Compensation Committee. Deferred amounts will be subject to such terms and conditions and shall accrue such yield thereon (which may be measured by the fair market value of the common stock and dividends thereon) as the Compensation Committee may determine. Payment of deferred amounts may be in cash, common stock or a combination thereof, as the Compensation Committee may determine. Deferred amounts shall be considered an award under this Plan. The Compensation Committee may establish a trust to hold deferred amounts or any portion thereof for the benefit of participants. 4. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OR CORPORATE REORGANIZATIONS. Appropriate adjustments shall be made by the Compensation Committee in 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, SAR, restricted stock or other award under this Plan, to give effect to any stock splits, stock dividends and other relevant changes in capitalization occurring after the effective date of this Plan. 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: (1) any holder of restricted stock issued pursuant to this Plan shall receive in such transaction, subject to substantially the same restrictions in transferability as apply to such restricted stock, the kind and number of shares or other securities of the Company or such other corporation which is issuable to the owner of a like number of unrestricted shares of common stock; (2) any optionee under this Plan shall have the right (a) to purchase, at the aggregate option price provided for in his 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 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, and (b) to exercise SARs with respect to such shares in lieu of such purchase to the extent such optionee had such rights with respect to the options outstanding immediately prior to the effective date of such merger, consolidation or other reorganization; and (3) any holder of any other award under this Plan shall receive in such transaction such kind and number of shares or other securities of the Company or such other corporation as the Compensation Committee deems equitable and appropriate. Any adjustment with respect to options required by this Section 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 Section shall be determined by the Compensation Committee. If the provision in the first paragraph above, insofar as it related to options or SARs, has not been made with respect to any of the options or SARs issued pursuant to this Plan by the date ten days prior to the scheduled effective date of such merger, consolidation or other reorganization, then the options and SARs outstanding under this Plan shall thereupon become exercisable in full. If the provision for restricted stock described in the first paragraph above has not been made with respect to any of the restricted stock issued pursuant to this Plan by the date ten days prior to the scheduled effective date of such merger, consolidation or other reorganization, then the restrictions on the transfer, assignment, pledge or other encumbrance of such restricted stock as to which such provision has not been made shall thereupon lapse as of such date. Upon the approval by the shareholders 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 shareholders of the Company of a plan of complete liquidation, the restrictions on the transfer, -3- assignment, pledge or other encumbrance of restricted stock issued pursuant to this Plan shall thereupon lapse, and all options outstanding under this Plan shall thereupon become exercisable in full. 5. MISCELLANEOUS PROVISIONS. (A) ADMINISTRATION. This Plan shall be administered by the Compensation Committee. Subject to the limitations of this Plan, the Compensation Committee shall have the sole and complete authority: (i) to select participants in this Plan, (ii) to make awards in such forms and amounts as it shall determine, (iii) to impose such limitations, restrictions and conditions upon such awards as it shall deem appropriate, (iv) to interpret this Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to this Plan, (v) to correct any defect or omission or to reconcile any inconsistency in this Plan or in any award granted hereunder and (vi) to make all other determinations and to take all other actions necessary or advisable for the implementation and administration of this Plan. The Compensation Committee's determinations on matters within its authority shall be conclusive and binding upon the Company and all other persons. All expenses associated with this Plan shall be borne by the Company, subject to such allocation to its subsidiaries and operating units as it deems appropriate. The Compensation Committee may, to the extent that any such action will not prevent this Plan from complying with Rule 16b-3 of the Securities and Exchange Act of 1934, as amended ("Rule 16b-3"), delegate any of its authority hereunder to such person as it deems appropriate. The Compensation Committee may also establish a "cashless exercise" program with a third party brokerage firm pursuant to which, at the discretion of the Compensation Committee, options hereunder may be exercised, subject to any restrictions imposed by the Compensation Committee. (B) NON-TRANSFERABILITY. Subject to the provisions of paragraph , no award under this Plan, and no interest therein, shall be transferable by the participant otherwise than by will or the laws of descent and distribution. All awards shall be exercisable or received during the participant's lifetime only by the participant or the participant's legal representative. Any purported transfer contrary to this provision will nullify the award. Awards under this Plan shall not 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, attachment or other process. (C) TAX WITHHOLDING. The Compensation Committee 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 Compensation Committee may defer such payment or issuance unless indemnified to its satisfaction. Subject to the consent of the Compensation Committee, a participant may make an irrevocable election to have shares of common stock otherwise issuable under an award withheld, tender back to the Company shares of common stock received pursuant to an award or deliver to the Company previously-acquired shares of common stock having a fair market value sufficient to satisfy all or part of the participant's estimated tax obligations associated with the transaction. Such election must be made by a participant prior to the date on which the relevant tax obligation arises. The Compensation Committee may disapprove of any election and may limit, suspend or terminate the right to make such elections. (D) LISTING AND LEGAL COMPLIANCE. The Compensation Committee may suspend the exercise or payment of any award so long as it determines that securities exchange listing or registration or qualification under any securities laws is required in connection therewith and has not been completed on terms acceptable to the Compensation Committee. (E) BENEFICIARY DESIGNATION. Subject to paragraph , participants may name, from time to time, beneficiaries (who may be named contingently or successively) to whom benefits under this Plan are to be paid in the event of their death before they receive any or all of such benefit. Each designation will revoke all prior designations by the same participant, shall be in a form prescribed by the -4- Compensation Committee, and will be effective only when filed by the participant in writing with the Compensation Committee during the participant's lifetime. In the absence of any such designation, benefits remaining unpaid or unexercised at the participant's death shall be paid to or exercised by the participant's estate. (F) RIGHTS OF PARTICIPANTS. Nothing in this Plan shall interfere with or limit in any way the right of the Company to terminate any participant's employment at any time, nor confer upon any participant any right to continue in the employ of the Company for any period of time or to continue his or her present or any other rate of compensation. No employee shall have a right to be selected as a participant, or, having been so selected, to be selected again as a participant. (G) EFFECTIVE DATE AND TERM OF PLAN. This Plan as amended shall be effective as of March 2, 1995, provided, however, that this Plan as amended shall cease to be effective and any awards granted hereunder and permitted only as a consequence of the amendments hereto shall become null and void if this Plan as amended is not approved by the Company's stockholders before February 28, 1996. (H) AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board or the Compensation Committee may suspend or terminate this Plan or any portion hereof at any time and may amend it from time to time in such respects as the Board or the Compensation Committee may deem advisable; provided, however, that no such amendment shall be made, without stockholder approval to the extent such approval is required by law, agreement or the rules of any exchange upon which the common stock is listed. No such amendment, suspension or termination shall impair the rights of participants under outstanding awards without the consent of the participants affected thereby or make any change that would disqualify this Plan, or any other plan of the Company intended to be so qualified, from the exemption provided by Rule 16b-3. The Compensation Committee may amend or modify any award in any manner to the extent that the Compensation Committee would have had the authority under this Plan to initially grant such award. No such amendment or modification shall impair the rights of any participant under any award without the consent of such participant. (I) COMPLIANCE WITH 16B-3. It is the intent of the Company that this Plan comply in all respects with Rule 16b-3, that any ambiguities or inconsistencies in the construction of this Plan be interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule 16b-3, that such provision shall be deemed null and void to the extent required to permit this Plan to comply with Rule 16b-3. -5- EX-5 5 OPINION OF KIRKLAND & ELLIS 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 1992 Omnibus Stock Awards Plan for Key Employees 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 150,000 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 1992 Omnibus Stock Awards Plan for Key Employees (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 the respective stock award or option agreement 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 Material Sciences Corporation August 18, 1997 Page 2 such documents, the execution, delivery and performance of such documents by each party 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. 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 EX-23.1 6 CONSENT OF ARTHUR ANDERSEN, LLP 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 -----END PRIVACY-ENHANCED MESSAGE-----