8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 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): July 24, 2006

NANOPHASE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-22333

Delaware	36-3687863
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1319 Marquette Drive, Romeoville, Illinois 60446

(Address of Principal Executive Offices, Including Zip Code)

(630) 771-6700

(Registrant’s Telephone Number, Including Area Code)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 99.1. Amendment to 2004 Equity Compensation Plan

Exhibit 99.2. Press Release dated July 27, 2006

Exhibit 99.3. Amendment to Certificate of Incorporation

Items to be Included in this Report

Item 1.01. Entry into a Material Definitive Agreement

     On July 24, 2006, Nanophase Technologies Corporation (the “Company”) executed an amendment to the Company’s 2004 Equity Compensation Plan pursuant to which the Company (a) increased to 1,200,000 the aggregate number of shares available to be issued under the Plan, (b) increased the annual limit on the number of shares available to be issued under the Plan to 300,000 (subject to existing exceptions contained in the Plan), and (c) decreased the cap on grants to any individual in any year to 10% of any class. A copy of the First Amendment to 2004 Equity Compensation Plan is being filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition

     On July 27, 2006, the Company issued a press release announcing financial results for the quarterly fiscal period ended June 30, 2006. A copy of the press release is being furnished as Exhibit 99.2 to this report.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

     On July 27, 2006, the Company amended its Certificate of Incorporation to increase the authorized number of shares of common stock from 25,000,000 to 30,000,000. A copy of the First Amendment to the Certificate of Incorporation of the Company is being filed as Exhibit 99.3 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1	Amendment to Equity Compensation Plan
Exhibit 99.2	Press Release dated July 27, 2006
Exhibit 99.3	Amendment to Certificate of Incorporation

Signature(s)

     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.

	Nanophase Technologies Corporation
Date: July 27, 2006	By:	/s/ JESS JANKOWSKI
		JESS JANKOWSKI
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

FIRST AMENDMENT TO
2004 EQUITY COMPENSATION PLAN
OF
NANOPHASE TECHNOLOGIES CORPORATION

     THIS FIRST AMENDMENT TO 2004 EQUITY COMPENSATION PLAN (the “Amendment”) of NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), is made as of the 24th day of July, 2006. This Amendment amends that certain 2004 Equity Compensation Plan (the “Plan”).

     WHEREAS, the Plan provided for a certain number of shares available for grants, a certain yearly cap on available grants and a certain cap on grants to any individual in any year.

     WHEREAS, the Compensation and Governance Committee and the Company’s stockholders have approved the amendments to the Plan contemplated herein.

     NOW, THEREFORE, the Plan is hereby amended in the following respects.

     1. All capitalized terms not defined herein shall have the meaning set forth in the Plan.

     2. The first clause of the second sentence of Section 1.3(a)(i) of the Plan is hereby amended to read as follows: “Subject to adjustments provided in Section 1.3(b) below, the aggregate number of Shares available for Grants under the Plan shall be 1,200,000 Shares.”

     3. Section 1.3(a)(ii)(A) of the Plan is hereby amended to read: “Subject to adjustments as provided in Section 1.3(b) below, the maximum aggregate number of Shares that shall be subject to Grants made under this Plan during any calendar year shall be 300,000.”

     4. The first sentence of Section 1.3(a)(ii)(B) of the Plan is hereby amended to read: “No Grantee shall receive more than ten (10) percent of the aggregate number of any class of Grants made during any calendar year.”

     5. Except as modified herein, the Plan remains in full force and effect.

     IN WITNESS WHEREOF, the Company has executed this Amendment as of the date first set forth above.

Nanophase Technologies Corporation
By:	/s/ Joseph E. Cross
	Joseph E. Cross,
	Chief Executive Officer

EX-99.2

Exhibit 99.2

NANOPHASE TECHNOLOGIES ANNOUNCES RECORD SECOND QUARTER 2006 REVENUE
Achieves Record First Six Months 2006 Revenue

Romeoville, IL, July 27, 2006 — Nanophase Technologies (Nasdaq: NANX), a technology leader in nanomaterials and advanced nanoengineered products, announced the highest quarter revenues in the Company’s history for the second quarter of 2006. Based on the financial data accompanying this release, the Company’s results are stated in approximate terms with earnings per share stated fully diluted.

For the quarter ending June 30, 2006, total revenue increased to $2.4 million compared to $2.1 million in the second quarter of 2005 and $2.0 million in the first quarter of 2006, representing a 15% growth rate year-over-year and 19% sequential growth rate quarter-over-quarter. Nanophase reported a second quarter net loss of $1.1 million, or $0.06 per share, compared to a net loss of $1.1 million, or $0.06 per share, in the second quarter of 2005. Nanophase noted that second quarter 2006 results were reduced by accounting rules for stock option and one time expenses, by $0.01 per share compared to the second quarter of 2005.

For the first six months of 2006, total revenue increased to $4.4 million, which is a new six-month revenue record for the Company, compared to $3.7 million in the first half of 2005, representing a growth rate of 19% year-over-year. Gross margin increased to 20% of revenue compared to an average for 2005 revenue of 14%. Nanophase reported first half 2006 net loss of $2.7 million, or $0.15 per share, versus $2.5 million, or $0.14 per share, in the first half of 2005. Nanophase noted that first half 2006 results were reduced by accounting rules for stock option expenses, a one time expense for discontinuing patent applications that are no longer of business value due to recent advances in the Company’s technologies, and other one time expenses by $0.03 per share compared to the first half of 2005.

“Nanophase had positive first half revenue growth while making substantial progress in new market initiatives, securing new customers, and operational performance,” stated Joseph Cross, Nanophase’s president and CEO. “Operationally, Nanophase continues to perform and improve. For the first half, the Company shipped essentially all orders on time with no customer returns and almost doubled inventory turns on volume products. During second quarter, we began volume deliveries to a major new customer in architectural coatings for a product that is being launched at a primary DIY retailer. We now have nanoengineered materials in two products for architectural coatings with our customer and continue to develop new products for the DIY market. We anticipate increasing revenue from this new application throughout the second half of 2006 based on customer information and orders received to-date.”

“Nanophase essentially completed installation of the NanoArc^® Synthesis reactor and volume dispersion line financed by the $1.6 million loan from BYK Chemie and expects to see growing revenue for industrial and architectural coatings as soon as the capability to produce volume is fully operational. During the second half of 2006, Nanophase anticipates introducing new nanomaterials targeted for antimicrobial, catalyst, and coating applications. We remain positive on revenue growth for the second half of 2006 and into 2007.”

Nanophase has scheduled its quarterly conference call for July 27 at 4:00 PM CDT, 5:00 PM EDT, which will be hosted by Joseph Cross, president and CEO, and Jess Jankowski, CFO, and will provide additional information on the Company’s first half results. The call may be accessed through the Company’s website, www.nanophase.com, and clicking on the link under Investor Relations and Calendar of Events. If you are unable to attend, a replay will be available through

August 3, 2006 by dialing 706-645-9291 and entering code 2695662, or by logging onto the Company’s website and following the above directions.

Nanophase Technologies Corporation (NANX), www.nanophase.com, is a leader in nanomaterials technologies and provides nanoengineered solutions for multiple industrial product applications. Using a platform of patented and proprietary integrated nanomaterial technologies, the Company creates products with unique performance attributes from two ISO 9001:2000 and ISO 14001 facilities. Nanophase delivers commercial quantity and quality nanoparticles, coated nanoparticles, and nanoparticle dispersions in a variety of media. The Company owns or licenses 18 United States and 43 foreign patents and patent applications. Information about Nanophase may be found in the Company’s public filings or on its website.

This press release contains words such as “expects”, “shall”, “will” , “believes” and similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company’s current beliefs, known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties that could cause the Company’s results of operations, performance and achievements to differ materially from current expectations expressed in, or implied by, these forward-looking statements. These risk and uncertainties include the following: a decision by a customer to cancel a purchase order or supply agreement in light of the Company’s dependence on a limited number of key customers; uncertain demand for, and acceptance of, the Company’s nanocrystalline materials; the Company’s manufacturing capacity and product mix flexibility in light of customer demand; the Company’s limited marketing experience; changes in development and distribution relationships; the impact of competitive products and technologies; the Company’s dependence on patents and protection of proprietary information; the resolution of litigation in which the Company may become involved; and other risks described in the Company’s Form 10Q filed May 9, 2006 and other filings with the Securities and Exchange Commission. In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.

NANOPHASE TECHNOLOGIES CORPORATION

BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	542,962		$	340,860
Investments		5,625,574			8,168,092
Trade accounts receivable, less allowance for doubtful accounts of $22,195 and $23,533 on June 30, 2006 and December 31, 2005, respectively		957,260			1,180,117
Inventories, net		883,771			801,217
Prepaid expenses and other current assets		344,692			414,363
Total current assets		8,354,259			10,904,649
Equipment and leasehold improvements, net		7,570,040			6,587,787
Other assets, net		621,344			680,908
	$	16,545,643		$	18,173,344
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debts	$	—		$	200,254
Current portion of deferred other revenue		113,514			56,757
Current portion of capital lease obligations		31,527			—
Accounts payable		850,028			285,076
Accrued expenses		1,315,111			1,152,127
Total current liabilities		2,310,180			1,694,214
Long-term debt, less current maturities and unamortized debt discount		1,323,001			1,265,875
Long-term portion of capital lease obligations		67,408			—
Deferred other revenue, less current portion		236,486			293,243
		1,626,895			1,559,118
Contingent liabilities:		—			—
Stockholders’ equity:
Preferred stock, $.01 par value, 24,088 shares authorized and no shares issued and outstanding		—			—
Common stock, $.01 par value, 25,000,000 shares authorized; 18,009,348 and 17,976,592 shares issued and outstanding on June 30, 2006 and December 31, 2005, respectively		180,093			179,766
Additional paid-in capital		72,678,360			72,307,887
Accumulated deficit		(60,249,885	)		(57,567,641	)
Total stockholders’ equity		12,608,568			14,920,012
	$	16,545,643		$	18,173,344

NANOPHASE TECHNOLOGIES CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2006			2005			2006			2005
Revenue:
Product revenue, net	$	2,298,315		$	1,999,456		$	4,216,362		$	3,525,760
Other revenue		92,587			85,269			180,109			172,347
Total revenue		2,390,902			2,084,725			4,396,471			3,698,107
Operating expense:
Cost of revenue		1,846,678			1,594,264			3,514,429			3,038,764
Research and development expense		487,133			476,241			1,034,279			970,680
Selling, general and administrative expense		1,241,403			1,194,192			2,628,857			2,337,336
Total operating expense		3,575,214			3,264,697			7,177,565			6,346,780
Loss from operations		(1,184,312	)		(1,179,972	)		(2,781,094	)		(2,648,673	)
Interest income		74,769			71,370			157,482			136,417
Interest expense		(30,391	)		(8,814	)		(61,615	)		(20,713	)
Other, net		943			29,453			2,983			29,466
Loss before provision for income taxes		(1,138,991	)		(1,087,963	)		(2,682,244	)		(2,503,503	)
Provision for income taxes		—			—			—			—
Net loss	$	(1,138,991	)	$	(1,087,963	)	$	(2,682,244	)	$	(2,503,503	)
Net loss per share — basic and diluted	$	(0.06	)	$	(0.06	)	$	(0.15	)	$	(0.14	)
Weighted average number of common shares outstanding		18,009,155			17,913,818			18,001,238			17,910,459

EX-99.3

EXHIBIT 99.3

FIRST AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
NANOPHASE TECHNOLOGIES CORPORATION

     Pursuant to the Certificate of Incorporation of Nanophase Technologies Corporation and Delaware General Corporation Law, the undersigned corporation hereby adopts the following Amendment to its Certificate of Incorporation:

     FIRST: The name of the Corporation is Nanophase Technologies Corporation

     SECOND: Article IV, Section A of the Certificate of Incorporation of the Corporation is hereby amended as follows:

ARTICLE IV

     A. The Corporation shall have authority to issue the following classes of stock in the number of shares and at the par value as indicated opposite the name of the class:

	Number of Shares		Par Value
Class	Authorized		per Share
Common Stock (“the Common Stock”)		30,000,000	$	.01
Preferred Stock (the “Preferred Stock”)		24,088	$	.01

     The designations and the powers, preferences and relative participating, option or other rights of the Common and Preferred stockholders, and the qualifications, limitations or restrictions thereof remain unchanged.

     THIRD: Pursuant to Section 242 of the Delaware General Corporation Law, a majority of the outstanding stock entitled to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon as a class has duly approved, the amendment to the Certificate of Incorporation of the Corporation, as amended, set forth in this Certificate of Amendment.

     FOURTH: That said amendment was duly adopted, in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware.

     FIFTH: This amendment shall be effective on the date this Certificate of Amendment is filed and accepted by the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of the Corporation, for purposes of amending its Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware, acknowledges that it is his act and deed and that the facts stated herein are true, and has signed this instrument this 27^th day of July, 2006.

Nanophase Technologies Corporation
By:	/s/ Joseph E. Cross
	Joseph E. Cross
	Chief Executive Officer