UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Material Sciences Corp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
576674105
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(CUSIP Number)
December 31, 2004
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(Date of Event which Required Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ironwood Capital Management, LLC
Tax ID 04-3386084
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
5 SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
6 SHARED VOTING POWER
324,285
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
458,985
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,985
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.22%
12 TYPE OF REPORTING PERSON
OO, IA
SCHEDULE 13G
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren J. Isabelle
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
American
NUMBER OF
SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
324,285
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
458,985
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,985
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.22%
12
TYPE OF REPORTING PERSON
HC
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard L. Droster
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
American
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
324,285
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
458,985
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,985
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.22%
12 TYPE OF REPORTING PERSON
HC
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald Collins
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
American
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
324,285
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
458,985
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,985
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.22%
12 TYPE OF REPORTING PERSON
HC
Item 1. (a). Name of Issuer: Material Sciences Corp
(b). Address of Issuer's Principal Executive Offices:
2200 East Pratt Boulevard
Elk Grove Village, IL 60007
Item 2. (a). Name of Person Filing:
(i) Ironwood Capital Management, LLC ("ICM")
(ii) Warren J. Isabelle ("Isabelle")
(iii) Richard L. Droster ("Droster")
(iv) Donald Collins ("Collins")
(b). Address of Principal Business Office or, if none, Residence:
ICM:
21 Custom House Street
Boston, MA 02110
Isabelle:
c/o ICM
21 Custom House Street
Boston, MA 02110
Droster:
c/o ICM
21 Custom House Street
Boston, MA 02110
Collins:
c/o ICM
21 Custom House Street
Boston, MA 02110
(c). Citizenship or Place of Organization:
ICM: Massachusetts
Isabelle: American
Droster: American
Collins: American
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 576674105
Item 3. If this statement is filed pursuant to sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c.);
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [x] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii) (F);
(g) [ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section
240.13d-1(b)(1) (ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a). Amount beneficially owned:
(i) ICM: 458,985
(ii) Isabelle: 458,985
(iii) Droster: 458,985
(iv) Collins: 458,985
(b). Percent of class:
(i) ICM: 3.22%
(ii) Isabelle: 3.22%
(iii) Droster: 3.22%
(iv) Collins: 3.22%
(c). Number of shares as to which the person has:
(1) Sole power to vote or to direct the vote:
(i) ICM: 0
(ii) Isabelle: 0
(iii) Droster: 0
(iv) Collins: 0
(2) Shared power to vote or to direct the vote:
(i) ICM: 324,285
(ii) Isabelle: 324,285
(iii) Droster: 324,285
(iv) Collins: 324,285
(3) Sole power to dispose or to direct the disposition of:
(i) ICM: 0
(ii) Isabelle: 0
(iii) Droster: 0
(iv) Collins: 0
(4) Shared power to dispose or to direct the disposition of:
(i) ICM: 458,985
(ii) Isabelle: 458,985
(iii) Droster: 458,985
(iv) Collins: 458,985
Item 5. Ownership of Five Percent or Less of a Class: [X]
This statement is being filed to report that the reporting
persons have ceased to be the owners of five percent of the
class of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaim the beneficial ownership of the securities covered by
this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
IRONWOOD CAPITAL MANAGEMENT, LLC
Date: February 7, 2005 By: *
-----------------------------------
Warren J. Isabelle, Manager
Date: February 7, 2005 *
-----------------------------------
Warren J. Isabelle, Manager
Date: February 7, 2005 *
-----------------------------------
Richard L. Droster, Executive Vice President
Date: February 7, 2005 *
-----------------------------------
Donald Collins, Senior Portfolio Manager
By: /s/ Gary S. Saks February 7, 2005
-------------------------------------------
Gary S. Saks, Attorney-in-Fact
* Executed pursuant to powers of attorney dated May 10, 2001 and filed on July
10, 2001.
EXHIBIT 1
JOINT FILING AGREEMENT AMONG IRONWOOD CAPITAL MANAGEMENT, LLC WARREN J.
ISABELLE, RICHARD L. DROSTER AND DONALD COLLINS
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934 (the "Act"), only one joint statement and any amendments thereto need to
be filed whenever one or more persons are required to file such a statement or
any amendments thereto pursuant to Section 13(d) of the Act with respect to the
same securities, provided that said persons agree in writing that such statement
or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
IRONWOOD CAPITAL MANAGEMENT, LLC, WARREN J. ISABELLE, RICHARD L. DROSTER AND
DONALD COLLINS hereby agree, in accordance with Rule 13d-1(k) under the Act, to
file a statement on Schedule 13G relating to their ownership of Common Stock of
the Issuer and do hereby further agree that said statement shall be filed on
behalf of each of them.
IRONWOOD CAPITAL MANAGEMENT, LLC
Date: February 7, 2005 *
-----------------------------------
Warren J. Isabelle, Manager
Date: February 7, 2005 *
-----------------------------------
Warren J. Isabelle
Date: February 7, 2005 *
-----------------------------------
Richard L. Droster
Date: February 7, 2005 *
---------------------------
Donald Collins
By: /s Gary S. Saks February 7, 2005
-------------------------------------------
Gary S. Saks, Attorney-in-Fact
* Executed pursuant to powers of attorney dated May 10, 2001 and filed on July
10, 2001.