SC 13G/A 1 nan3gs.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Nanophase Technologies Corporation ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------- (Title of Class Securities) 630079101 ----------------------------------------- (CUSIP Number) David J. Allen, Esquire, 290 South County Farm Rd., Third Floor, Wheaton, IL 60187-4526 (630) 588-7200 ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) December 31, 2000 ----------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *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). SCHEDULE 13G/A CUSIP NO. 630079101 PAGE 2 OF 4 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Spurgeon Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/X/ (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Corporation 5 SOLE VOTING POWER NUMBER OF 2,013,943 SHARES SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,013,943 SHARES WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,013,943 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Page 3 of 4 Pages Item 1. (a) Name of Issuer Nanophase Technologies Corporation (b) Address of Issuer's Principal Executive Offices 453 Commerce St., Burr Ridge, IL 60521 Item 2. (a) Name of Person Filing Spurgeon Corporation (b) Address of Principal Business Office or, if none, Residence 290 South County Farm Rd., Third Floor, Wheaton, Il 60187 (c) Citizenship Illinois Corporation (d) Title of Class of Securities Common Stock, $.01 par value (e) CUSIP Number 630079101 Item 3. Not Applicable Item 4. Ownership (a) Amount beneficially owned 2,013,943 (b) Percent of class 14.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 2,013,943 (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of 2,013,943 (iv) Shared power to dispose or to direct the disposition of Page 4 of 4 Pages 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 No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Reporting person is not a parent holding company. Item 8. Identification and Classification of Members of the Group Reporting person is not a member of a group. Item 9. Notice of Dissolution of Group Reporting person is not filing notice of dissolution of a group. Item 10. Certification By signing below Spurgeon Corporation certifies that, to the best of its knowledge and belief, the securities referred to above 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. SIGNATURE 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. February 6, 2001 ------------------------ Date Spurgeon Corporation by: /s/ David J. Allen ------------------------ Signature Vice President ------------------------ Title