UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Material Sciences Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
576674105
--------------------------------------------------------------------------------
(CUSIP Number)
September 6, 2007
--------------------------------------------------------------------------------
(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 Investment Management, LLC
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
1,090,356
NUMBER OF SHARES 6 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH
7 SOLE DISPOSITIVE POWER
1,090,356
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,356
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
12 TYPE OF REPORTING PERSON
IA
Item 1. (a). Name of Issuer: Material Sciences Corporation
(b). Address of Issuer's Principal Executive Offices:
2200 East Pratt Boulevard
Elk Grove Village, IL 60007
Item 2. (a). Name of Person Filing:
Ironwood Investment Management, LLC
(b). Address of Principal Business Office or, if none, Residence:
Ironwood Investment Management, LLC
21 Custom House Street, Suite 240
Boston, MA 02110
(c). Citizenship or Place of Organization: Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 957070105
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: 1,090,356
(b). Percent of class: 7.6%
(c). Number of shares as to which the person has:
(1) Sole power to vote or to direct the vote: 1,090,356
(2) Shared power to vote or to direct the vote: 0
(3) Sole power to dispose or to direct the disposition of:
1,090,356
(4) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
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.
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 INVESTMENT MANAGEMENT, LLC
Date: February 14, 2008 By: /s/ Charles J. Daly
------------------------------------------
Charles J. Daly, Chief Compliance Officer