8-K

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 12, 2004

MATERIAL SCIENCES CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	1-8803	95-2673173
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 5. Other Events and Required FD Disclosure.

On May 12, 2004, Material Sciences Corporation issued press releases reporting that it (1) entered into an amended and restated $30.0 million line of credit on April 30, 2004 and has redeemed its privately placed senior notes issued in 1998, (2) has recorded a goodwill impairment charge associated with its acquisition of Goldbach Automobil Consulting and (3) intends to close its Middletown, Ohio coil coating facility. A copy of these press releases are attached hereto as Exhibits 99.1, 99.2 and 99.3 and incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.1	Press Release dated May 12, 2004.
99.2	Press Release dated May 12, 2004.
99.3	Press Release dated May 12, 2004.

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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: Its:	James J. Waclawik, Sr. Vice President and Chief Financial Officer

Date: May 12, 2004

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EX-99.1

Exhibit 99.1

MATERIAL SCIENCES CORPORATION

AMENDS AND RESTATES ITS LINE OF CREDIT AND REDEEMS SENIOR NOTES

ELK GROVE VILLAGE, IL, May 12, 2004—Material Sciences Corporation (NYSE:MSC), a leading provider of material-based solutions for electronic, acoustical/thermal and coated metal applications, today announced that it entered into an amended and restated $30.0 million line of credit on April 30, 2004. At the company’s option, interest is at the bank’s prime rate (4.0 percent as of February 29, 2004) or at LIBOR plus a margin based on funded debt to EBITDA (as defined in the agreement). This secured line of credit matures on October 11, 2007.

In conjunction with the amended and restated line of credit, the company also announced that it made a principal prepayment of $36.2 million, plus accrued interest of $1.1 million and a contractual debt prepayment penalty of $3.3 million (pretax) to most of the holders of its privately placed senior notes issued in 1998 (1998 Senior Notes). The prepayment was made on May 10, 2004 and funded by cash on hand and the debt available under the amended and restated line of credit. The remaining noteholders elected to postpone redemption and waive the company’s noncompliance with the minimum net worth covenant until the earlier of June 1, 2004 or prepayment of the 1998 Senior Notes. The remaining principal ($7.8 million), estimated interest ($.3 million) and estimated prepayment penalty ($.7 million) is expected to be paid on or before June 1, 2004.

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions for electronic, acoustical/thermal and coated metal applications. MSC uses its expertise in materials, which it leverages through relationships and a network of partners, to solve customer-specific problems, overcoming technical barriers and enhancing performance. MSC differentiates itself on the basis of its strong customer orientation, knowledge of materials combined with a deep understanding of its markets, and the offer of specific value propositions that define how it will create and share economic value with its customers. The company’s stock is traded on the New York Stock Exchange under the symbol MSC and is included in the Standard & Poor’s SmallCap 600 Index and the Russell 2000 Index.

News Release

May 12, 2004

Page 2

This news release contains forward-looking statements that are based on current expectations, forecasts and assumptions. MSC cautions the reader that the following factors could cause its actual outcomes and results to differ materially from those stated or implied in the forward-looking statements: the company’s ability to successfully implement its restructuring and cost reduction plans and achieve the benefits it expects from these plans; changes in the business environment, including the transportation, building and construction, electronics and durable goods industries; competitive factors (including changes in industry capacity); acceptance of brake damping materials, engine components and body panel laminate parts (Quiet Steel^®) by customers in North America and Europe; proceeds and costs associated with the potential sale or idling of facilities or other assets; increases in the prices of raw and other material inputs used by the company; continuation of current interest rates and the related impact on the estimated contractual debt prepayment penalty; and other factors, risks and uncertainties detailed from time to time in the company’s filings with the Securities and Exchange Commission. MSC undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Information about Material Sciences through the Internet is available at www.matsci.com and www.frbinc.com.

EX-99.2

Exhibit 99.2

MATERIAL SCIENCES CORPORATION

RECORDS GOODWILL IMPAIRMENT CHARGE

(ELK GROVE VILLAGE, IL, May 12, 2004—Material Sciences Corporation NYSE:MSC), a leading provider of material-based solutions for electronic, acoustical/thermal and coated metal applications, today announced it completed its annual assessment of impairment of goodwill in the fourth quarter of fiscal 2004. Based on the assessment of the goodwill associated with its acquisition of Goldbach Automobil Consulting (GAC), MSC recorded a pretax charge of $6.7 million. The non-cash charge resulted from slower growth in penetrating the European brake market than was previously projected. In addition, the company experienced delays in the negotiation of definitive agreements with a potential strategic partner related to the marketing and sales of Quiet Steel^® in Europe.

“The fourth quarter charge for the impairment of assets from continuing operations resulted from an ongoing review of our business,” said Ronald L. Stewart, president and chief executive officer. “Although we believe MSC can translate the U.S. success of its brake damper and Quiet Steel solutions to Europe, our action reflects the reality of the current business environment and timing of recent negotiations with a potential European partner.”

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions for electronic, acoustical/thermal and coated metal applications. MSC uses its expertise in materials, which it leverages through relationships and a network of partners, to solve customer-specific problems, overcoming technical barriers and enhancing performance. MSC differentiates itself on the basis of its strong customer orientation, knowledge of materials combined with a deep understanding of its markets, and the offer of specific value propositions that define how it will create and share economic value with its customers. The company’s stock is traded on the New York Stock Exchange under the symbol MSC and is included in the Standard & Poor’s SmallCap 600 Index and the Russell 2000 Index.

This news release contains forward-looking statements that are based on current expectations, forecasts and assumptions. MSC cautions the reader that the following

News Release

May 12, 2004

Page 2

factors could cause its actual outcomes and results to differ materially from those stated or implied in the forward-looking statements: the company’s ability to successfully implement its restructuring and cost reduction plans and achieve the benefits it expects from these plans; changes in the business environment, including the transportation, building and construction, electronics and durable goods industries; competitive factors (including changes in industry capacity); acceptance of brake damping materials, engine components and body panel laminate parts (Quiet Steel) by customers in North America and Europe; proceeds and costs associated with the potential sale or idling of facilities or other assets; increases in the prices of raw and other material inputs used by the company; continuation of current interest rates; and other factors, risks and uncertainties detailed from time to time in the company’s filings with the Securities and Exchange Commission. MSC undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Information about Material Sciences through the Internet is available at www.matsci.com and www.frbinc.com.

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EX-99.3

Exhibit 99.3

MATERIAL SCIENCES CORPORATION

TO CLOSE COIL COATING FACILITY

ELK GROVE VILLAGE, IL, May 12, 2004—Material Sciences Corporation (NYSE:MSC), a leading provider of material-based solutions for electronic, acoustical/thermal and coated metal applications, today announced that it intends to close its Middletown, Ohio coil coating operation.

This action was taken as a result of MSC’s strategic review of operations as well as fourth quarter events, including industry-wide metal shortages, higher metal pricing and the loss of a significant customer served by the Middletown facility. These factors resulted in a non-cash pretax asset impairment charge of $9.1 million recorded in the fourth quarter of fiscal 2004. In addition, the company expects to incur approximately $1.6 million in charges in fiscal 2005 related to location closing costs including severance and other expenses. The facility is expected to close by July 2004.

Ronald L. Stewart, president and chief executive officer, said, “The decision to close our Middletown coil coating operation is a direct result of the Action Plan we began implementing in fiscal 2004. As part of this plan, we have been conducting a fundamental review of our manufacturing structure, procurement, plant performance and operating processes. We believe that all of these areas offer the opportunity for significant savings. We also have been reviewing our coil coating operations from a strategic standpoint to determine whether they are capable of earning a satisfactory return. As we have consistently stressed, all assets must be capable of providing an adequate return to shareholders or they will be sold or idled.”

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions for electronic, acoustical/thermal and coated metal applications. MSC uses its expertise in materials, which it leverages through relationships and a network of partners, to solve customer-specific problems, overcoming technical barriers and enhancing performance. MSC differentiates itself on the basis of its strong customer orientation, knowledge of materials combined with a deep understanding of its markets, and the offer of specific value propositions that define how it will create and share economic

News Release

May 12, 2004

Page 2

value with its customers. The company’s stock is traded on the New York Stock Exchange under the symbol MSC and is included in the Standard & Poor’s SmallCap 600 Index and the Russell 2000 Index.

This news release contains forward-looking statements that are based on current expectations, forecasts and assumptions. MSC cautions the reader that the following factors could cause its actual outcomes and results to differ materially from those stated or implied in the forward-looking statements: the company’s ability to successfully implement its restructuring and cost reduction plans and achieve the benefits it expects from these plans; changes in the business environment, including the transportation, building and construction, electronics and durable goods industries; competitive factors (including changes in industry capacity); acceptance of brake damping materials, engine components and body panel laminate parts (Quiet Steel^®) by customers in North America and Europe; proceeds and costs associated with the potential sale or idling of facilities or other assets; increases in the prices of raw and other material inputs used by the company; continuation of current interest rates; and other factors, risks and uncertainties detailed from time to time in the company’s filings with the Securities and Exchange Commission. MSC undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Information about Material Sciences through the Internet is available at

www.matsci.com and www.frbinc.com.