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