SC 13D/A 1 nan3d2.txt SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Nanophase Technologies Corporation (Name of Issuer) COMMON STOCK, par value $.01 (Title of Class of Securities) 630079101 (CUSIP Number) David J. Allen, Esquire 290 South County Farm Road, Third Floor Wheaton, Illinois 60187-4526 Telephone: (630) 588-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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). 2 Schedule 13D/A CUSIP No. 630079101 Page 2 of 8 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Brothers, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares 8 Shared Voting Power Beneficially 2,685,195 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,685,195 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,685,195 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 15.1% 14. Type of Reporting Person (See instructions) PN, BD 3 Schedule 13D/A CUSIP No. 630079101 Page 3 of 8 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Investments, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares 8 Shared Voting Power Beneficially 300,000 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 300,000 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.7% 14. Type of Reporting Person (See instructions) PN, 4 Schedule 13D/A CUSIP No. 630079101 Page 4 of 8 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bradford T. Whitmore 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States 7 Sole Voting Power Number of 272,812 shares Shares Beneficially 8 Shared Voting Power Owned by 2,985,195 shares Each Reporting 9 Sole Dispositive Power Person 272,812 shares With 10 Shared Dispositive Power 2,985,195 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,258,007 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 18.3% 14. Type of Reporting Person (See instructions) IN 5 Schedule 13D/A CUSIP No. 630079101 Page 5 of 8 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Spurgeon Corporation 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Corporation 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 2,985,195 shares Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,985,195 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,985,195 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 16.7% 14. Type of Reporting Person (See instructions) CO 6 Page 6 of 8 Pages The undersigned hereby amends its Schedule 13D as filed on September 19, 2003 relating to the Common Stock of Nanophase Technologies Corporation. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Except as set forth herein, the Schedule 13D remains unchanged. Item 5. Interest in Securities of the Issuer (a) As of the date of this filing, if Grace exercised its warrants, it would beneficially own 2,685,195 shares of Common Stock, representing approximately 15.1% of the outstanding shares of Common Stock. Grace Investments beneficially owns 300,000 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock. As general partner of Grace and Grace Investments, if Grace exercised its warrants, Spurgeon may be deemed the beneficial owner of 2,985,195 shares of Common Stock, or 16.7% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. As general partner of Grace and Grace Investments, if Grace exercised its warrants, Whitmore may be deemed the beneficial owner of 2,985,195 shares of Common Stock, and 272,812 shares of Common Stock as direct beneficial owner, or 18.3% of the outstanding shares of Common Stock. (b) Grace: shared voting power (with Whitmore and Spurgeon) 2,232,194 Shares of Common Stock; and Warrants expiring on September 8, 2004 ($4.415 strike price) presently exercisable for 453,001 shares of Common Stock Grace Investments: shared voting power (with Whitmore and Spurgeon) 300,000 Shares of Common Stock Whitmore: shared voting power (with Grace, Grace Investments and Spurgeon) 2,532,194 Shares of Common Stock; and Warrants expiring on September 8, 2004 ($4.415 strike price) presently exercisable for 453,001 shares of Common Stock and sole voting power 272,812 Shares of Common Stock Spurgeon: shared voting power (with Grace, Grace Investments, and Whitmore) 2,532,194 Shares of Common Stock; and Warrants expiring on September 8, 2004 ($4.415 strike price) presently exercisable for 453,001 shares of Common Stock (c) Transactions in the Company's Common Stock effected by Grace Brothers, Ltd. during the past 60 days are set forth in Schedule A. Transactions in the Company's Common Stock effected by Grace Investments, Ltd. during the past 60 days are set forth in Schedule B. Transactions in the Company's Common Stock effected by Bradford T. Whitmore during the past 60 days are set forth in Schedule C. 7 Page 7 of 8 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement with respect to it is true, complete and correct. Dated: April 6, 2004 Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Grace Investments, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Spurgeon Corporation By: /s/ David J. Allen Name: David J. Allen Its: Vice President 8 Page 8 of 8 Pages SCHEDULE A TRADE ACTIVITY FOR NANOPHASE TECHNOLOGIES CORPORATION EFFECTED BY GRACE BROTHERS, LTD. FOR THE PREVIOUS 60 DAYS. (ALL ACTIVITY WAS EXECUTED OVER THE COUNTER)
Amount of Price per Date Security Shares Sold Share 03/30/2004 Common Stock 1,350 $10.29 03/30/2004 Common Stock 5,300 $10.30 03/30/2004 Common Stock 43,100 $10.31 03/30/2004 Common Stock 4,700 $10.32 03/30/2004 Common Stock 4,525 $10.33 03/30/2004 Common Stock 1,237 $10.34 03/30/2004 Common Stock 400 $10.35 03/30/2004 Common Stock 574 $10.36 03/30/2004 Common Stock 3,300 $10.40 03/30/2004 Common Stock 1,000 $10.53 03/30/2004 Common Stock 2,000 $10.58 03/30/2004 Common Stock 1,000 $10.59 03/30/2004 Common Stock 1,500 $10.60 03/30/2004 Common Stock 600 $10.55 03/30/2004 Common Stock 400 $10.56 03/31/2004 Common Stock 12,875 $ 9.90 03/31/2004 Common Stock 1,700 $ 9.91 03/31/2004 Common Stock 15,615 $ 9.94 03/31/2004 Common Stock 1,200 $ 9.95 03/31/2004 Common Stock 2,800 $ 9.96 03/31/2004 Common Stock 5,050 $ 9.97 03/31/2004 Common Stock 19,900 $10.00 03/31/2004 Common Stock 2,500 $10.01 03/31/2004 Common Stock 300 $10.02 03/31/2004 Common Stock 100 $10.04 03/31/2004 Common Stock 3,200 $10.05 03/31/2004 Common Stock 900 $10.06 03/31/2004 Common Stock 600 $10.08 03/31/2004 Common Stock 1,700 $10.13 03/31/2004 Common Stock 13,200 $10.20 03/31/2004 Common Stock 1,200 $10.21 03/31/2004 Common Stock 300 $10.22 03/31/2004 Common Stock 2,500 $10.30 03/31/2004 Common Stock 200 $10.32 03/31/2004 Common Stock 4,500 $10.33 04/01/2004 Common Stock 1,300 $10.03 04/01/2004 Common Stock 1,000 $10.04 04/01/2004 Common Stock 18,669 $10.05 04/01/2004 Common Stock 7,100 $10.06 04/01/2004 Common Stock 6,400 $10.07 04/01/2004 Common Stock 1,000 $10.08 04/01/2004 Common Stock 21,553 $10.10 04/01/2004 Common Stock 700 $10.11 04/01/2004 Common Stock 200 $10.12 04/01/2004 Common Stock 1,500 $10.13 04/01/2004 Common Stock 29,650 $10.15 04/01/2004 Common Stock 702 $10.17 04/01/2004 Common Stock 3,000 $10.19 04/01/2004 Common Stock 45,900 $10.30
SCHEDULE B TRADE ACTIVITY FOR NANOPHASE TECHNOLOGIES CORPORATION EFFECTED BY GRACE INVESTMENTS, LTD. FOR THE PREVIOUS 60 DAYS. (ALL ACTIVITY WAS EXECUTED OVER THE COUNTER)
Amount of Price per Date Security Shares Sold Share 04/01/2004 Common Stock 26,900 $11.12 04/01/2004 Common Stock 300 $11.13 04/01/2004 Common Stock 20,000 $11.15 04/01/2004 Common Stock 59,600 $11.16 04/01/2004 Common Stock 1,800 $11.17 04/01/2004 Common Stock 52,654 $11.18 04/01/2004 Common Stock 28,450 $11.20 04/01/2004 Common Stock 20,000 $11.21 04/01/2004 Common Stock 31,250 $11.24 04/01/2004 Common Stock 200 $11.26 04/01/2004 Common Stock 2,800 $11.27 04/01/2004 Common Stock 40,000 $11.30 04/01/2004 Common Stock 39,500 $11.35 04/01/2004 Common Stock 400 $11.36 04/01/2004 Common Stock 400 $11.40 04/01/2004 Common Stock 19,700 $11.43 04/01/2004 Common Stock 8,700 $11.45 04/02/2004 Common Stock 8,500 $10.60 04/02/2004 Common Stock 58,815 $10.61 04/02/2004 Common Stock 2,500 $10.63 04/02/2004 Common Stock 500 $10.64 04/02/2004 Common Stock 1,700 $10.65 04/02/2004 Common Stock 1,000 $10.66 04/02/2004 Common Stock 600 $10.67 04/02/2004 Common Stock 32,154 $10.85 04/02/2004 Common Stock 10,000 $10.86 04/02/2004 Common Stock 23,205 $10.87 04/02/2004 Common Stock 22,800 $10.88 04/02/2004 Common Stock 3,300 $10.89 04/02/2004 Common Stock 5,500 $10.90 04/02/2004 Common Stock 12,015 $10.92 04/02/2004 Common Stock 1,300 $10.93 04/02/2004 Common Stock 2,086 $10.98 04/02/2004 Common Stock 50,000 $11.03 04/02/2004 Common Stock 5,430 $11.05 04/02/2004 Common Stock 20,700 $11.06 04/02/2004 Common Stock 1,300 $11.08 04/02/2004 Common Stock 4,760 $11.10 04/02/2004 Common Stock 10,000 $11.11 04/02/2004 Common Stock 400 $11.14 04/02/2004 Common Stock 700 $11.25 04/02/2004 Common Stock 3,300 $11.26 04/02/2004 Common Stock 2,000 $11.27 04/02/2004 Common Stock 750 $11.47 04/02/2004 Common Stock 25,000 $11.54 04/05/2004 Common Stock 30,148 $11.00 04/05/2004 Common Stock 1,318 $11.01 04/05/2004 Common Stock 2,300 $11.02 04/05/2004 Common Stock 800 $11.03 04/05/2004 Common Stock 5,240 $11.04 04/05/2004 Common Stock 20,575 $11.05 04/05/2004 Common Stock 7,300 $11.06 04/05/2004 Common Stock 3,600 $11.07 04/05/2004 Common Stock 200 $11.08 04/05/2004 Common Stock 300 $11.09 04/05/2004 Common Stock 15,000 $11.12 04/05/2004 Common Stock 10,000 $11.15 04/05/2004 Common Stock 10,000 $11.17
SCHEDULE C TRADE ACTIVITY FOR NANOPHASE TECHNOLOGIES CORPORATION EFFECTED BY BRADFORD T. WHITMORE FOR THE PREVIOUS 60 DAYS. (ALL ACTIVITY WAS EXECUTED OVER THE COUNTER)
Amount of Price per Date Security Shares Sold Share 04/01/2004 Common Stock 22,300 $10.35 04/01/2004 Common Stock 3,800 $10.39 04/01/2004 Common Stock 2,800 $10.40 04/01/2004 Common Stock 300 $10.41 04/01/2004 Common Stock 800 $10.42 04/01/2004 Common Stock 7,400 $10.50 04/01/2004 Common Stock 300 $10.51 04/01/2004 Common Stock 1,300 $10.52 04/01/2004 Common Stock 100 $10.53 04/01/2004 Common Stock 600 $10.54 04/01/2004 Common Stock 300 $10.55 04/01/2004 Common Stock 45,800 $10.60 04/01/2004 Common Stock 100 $10.61 04/01/2004 Common Stock 100 $10.62 04/01/2004 Common Stock 100 $10.65 04/01/2004 Common Stock 100 $10.66 04/01/2004 Common Stock 300 $10.67 04/01/2004 Common Stock 1,300 $10.68 04/01/2004 Common Stock 2,200 $10.70 04/01/2004 Common Stock 10,000 $10.75 04/01/2004 Common Stock 6,500 $10.80 04/01/2004 Common Stock 1,500 $10.81 04/01/2004 Common Stock 1,000 $10.82 04/01/2004 Common Stock 1,000 $10.84 04/01/2004 Common Stock 10,000 $10.85 04/01/2004 Common Stock 10,000 $10.90 04/01/2004 Common Stock 20,000 $10.98 04/01/2004 Common Stock 2,000 $11.00 04/01/2004 Common Stock 48,000 $11.15