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 27, 2011

Material Sciences Corporation

(Exact name of registrant as specified in its charter)

Delaware	01-8803	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) 439-2210

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 8.01 Other Events.

On May 27, 2011, Material Sciences Corporation (the “Company”) issued a press release announcing that the company’s board of directors has authorized the repurchase of up to 1 million shares of common stock. The share repurchases will be made from time to time at MSC’s discretion, subject to market conditions and other factors, and will be funded with internally generated cash. In connection with this new share repurchase authorization, Material Sciences entered into a stock repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Purchases under this plan are expected to commence on or after June 1, 2011.

A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference. The information contained in Item 8.01 to this Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and the information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Document
99.1	Press Release dated May 27, 2011

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
By:	/s/ James D. Pawlak
	James D. Pawlak
	Vice President, Chief Financial Officer, Corporate Controller and Corporate Secretary

Date: May 27, 2011

EX-99.1

Exhibit 99.1

  Material Sciences Corporation 2200 East Pratt Boulevard Elk Grove Village, IL 60007 847-439-2210

NEWS RELEASE

FOR IMMEDIATE RELEASE

FRIDAY, MAY 27, 2011

COMPANY CONTACT:	MEDIA CONTACT:
James D. Pawlak	Lynne Franklin
Vice President, Chief Financial Officer	Wordsmith
847-439-2210	847-729-5716

Material Sciences Corporation Announces

Additional Stock Repurchase Program

ELK GROVE VILLAGE, IL, Friday, May 27, 2011—Material Sciences Corporation (NASDAQ: MASC), a leading provider of material-based solutions for acoustical and coated applications, today announced that the company’s board of directors has authorized the repurchase of up to one million additional shares of common stock. All previous authorizations to repurchase shares have been completed. The share repurchases will be made from time to time at Material Sciences’ discretion, subject to market conditions and other factors, and will be funded with internally generated cash.

In connection with this new share repurchase authorization, Material Sciences today entered into a stock repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Purchases under this Plan are expected to commence on or after June 1, 2011.

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions for acoustical and coated applications. The company uses its expertise in materials, which it leverages through relationships and a network of partners, to solve customer-specific problems. The company’s stock is traded on the NASDAQ Capital Market under the symbol MASC.

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