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 4, 2012

 

 


 

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 2.02. Results of Operations and Financial Condition.

 

On May 4, 2012, Material Sciences Corporation (the “Company”)
issued a press release reporting results of operations for the three and twelve months ended February 29, 2012. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information, including Exhibit 99.1, in this Item 2.02
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 Item 2.02 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.

 

Item 9.01. Financial Statements and Exhibits.

 

 



     
     
     

    Exhibit No.
     
    Document

     
     

    99.1
     
    Press Release dated May 4, 2012

 




    
 
    
 
    
 

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 4, 2012