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): October 28, 2008

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:

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

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

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

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

TABLE OF CONTENTS

Item 3.03. Material Modification to Rights of Security Holders	3
Item 9.01. Financial Statements and Exhibits	3
Signature(s)	4
Fourth Amendment to Shareholders’ Rights Agreement, dated as of October 24, 2008

2

Items to be Included in this Report

Item 3.03. Material Modification to Rights of Security Holders.

On October 24, 2008, the Company’s board of directors approved an amendment to that certain Shareholders’ Rights Agreement, dated October 28, 1998 as amended on August 1, 2001, May 24, 2002 and September 5, 2003, by and between the Company and BNY Mellon Shareholder Services (as successor in interest to LaSalle Global Trust Services and LaSalle National Bank) as Rights Agent (as amended, the “Rights Agreement”), and directed the Company to entered into such amendment. Accordingly, on October 28, 2008, the Company and the Rights Agent executed that certain Fourth Amendment to Shareholders’ Rights Agreement, dated as of October 24, 2008 (the “Fourth Amendment”), whereby the Final Expiration Date (as defined in the Rights Agreement) was extended from October 28, 2008 to October 28, 2011.

The Fourth Amendment is filed hereto as Exhibit 4.1 and is incorporated herein by reference. The descriptions thereof contained in this Form 8-K are qualified in all respects by the terms and provisions of the Fourth Amendment.

Item 9.01. Financial Statements and Exhibits

Exhibit 4.1     Fourth Amendment to Shareholders’ Rights Agreement, as of dated October 24, 2008

3

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: November 3, 2008	By:	/s/ JESS JANKOWSKI
		JESS JANKOWSKI
		Chief Financial Officer

4

EX-4.1

EXHIBIT 4.1

FOURTH

AMENDMENT TO

SHAREHOLDERS’ RIGHTS AGREEMENT

THIS FOURTH AMENDMENT TO SHAREHOLDERS’ RIGHTS AGREEMENT (this “Amendment”) is made as of this 24^th day of October, 2008 by Nanophase Technologies Corporation (the “Company”) and BNY Mellon Shareholder Services (as successor in interest to LaSalle Global Trust Services and LaSalle National Bank), as Rights Agent (the “Rights Agent’), under that certain Shareholders’ Rights Agreement dated October 28, 1998 as amended on August 1, 2001, May 24, 2002 and September 24, 2003 (as amended, the “Rights Agreement”) between the Company and the Rights Agent. This Amendment only amends certain portions of the Rights Agreement and is effective as of 2:30 p.m. (Central Time), October 24, 2008. All provisions of the Rights Agreement which are not amended by this Amendment shall remain in full force and effect.

1. Section 7(a) of the Rights Agreement is hereby amended by deleting the phrase “October 28, 2008” from where it appears in such section and replacing it with the phrase “October 28, 2011.” It is the intent of the Company and the Rights Agent that all references to the “Final Expiration Date” made in the Rights Agreement be a reference to “October 28, 2011”. Accordingly, any provision of the Rights Agreement inconsistent with such purpose is hereby also amended.

2. Except as specifically set forth herein, all other terms and conditions as set forth in the Rights Agreement shall remain in full force and effect, and are not otherwise amended, altered, modified, or revised.

3. This document may be executed in one or more counterparts, each of which so executed and delivered shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

Nanophase Technologies Corporation		BNY Mellon Shareholder Services as Rights Agent
By:	/s/ Jess Jankowski	By:	/s/ Thomas Blatchford
Name:	Jess Jankowski	Name:	Thomas Blatchford
Its:	Acting CEO, VP, CFO	Its:	Relationship Manager