-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JHcRkkvF5kN+YtC+L7sfme5NnQ7uJMXO/6cKnk17obShcDA71JQJF62bVP+jIn9M jKw6c31d/y08iIClNGdmZA== 0000933430-08-000007.txt : 20080215 0000933430-08-000007.hdr.sgml : 20080215 20080215172334 ACCESSION NUMBER: 0000933430-08-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITMORE BRADFORD T CENTRAL INDEX KEY: 0000933430 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE STREET 2: SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NANOPHASE TECHNOLOGIES CORPORATION CENTRAL INDEX KEY: 0000883107 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] IRS NUMBER: 363687863 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52413 FILM NUMBER: 08623790 BUSINESS ADDRESS: STREET 1: 453 COMMERCE ST CITY: BURR RIDGE STATE: IL ZIP: 60521 BUSINESS PHONE: 6303231200 MAIL ADDRESS: STREET 1: 453 COMMERCE STREET CITY: BURR RIDGE STATE: IL ZIP: 60521 SC 13D/A 1 nan3d4.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. 3) Nanophase Technologies Corporation (Name of Issuer) COMMON STOCK, par value $.01 (Title of Class of Securities) 630079101 (CUSIP Number) Jerald A. Trannel 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) February 8, 2008 (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 7 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 3,586,182 shares Each Reporting 9 Sole Dispositive Power Person 272,812 shares With 10 Shared Dispositive Power 3,586,182 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,858,994 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 3 Schedule 13D/A CUSIP No. 630079101 Page 3 of 7 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) 1.4% 14. Type of Reporting Person (See instructions) PN, 4 Schedule 13D/A CUSIP No. 630079101 Page 4 of 7 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 3,286,182 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 3,286,182 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,286,182 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) 15.6% 14. Type of Reporting Person (See instructions) PN, BD 5 Schedule 13D/A CUSIP No. 630079101 Page 5 of 7 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 3,586,182 shares Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 3,586,182 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,586,182 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) 17.0% 14. Type of Reporting Person (See instructions) CO 6 Page 6 of 7 Pages The undersigned hereby amends its Schedule 13D as filed on September 19, 2003 and as previously amended 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, Grace beneficially owns 3,286,182 shares of Common Stock, representing approximately 15.6% of the outstanding shares of Common Stock. Grace Investments beneficially owns 300,000 shares of Common Stock, representing approximately 1.4% of the outstanding shares of Common Stock. As general partner of Grace and Grace Investments, Spurgeon may be deemed the beneficial owner of 3,586,182 shares of Common Stock, or 17.0% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. As general partner of Grace and Grace Investments, Whitmore may be deemed the beneficial owner of 3,588,182 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) 3,286,182 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) 3,586,182 Shares of Common Stock; and sole voting power 272,812 Shares of Common Stock Spurgeon: shared voting power (with Grace, Grace Investments, and Whitmore) 3,586,182 Shares of Common Stock (c) The transactions effected by the Filers since the most recent filing on September 3, 2004 of Schedule 13D set forth in Schedule A. 7 Page 7 of 7 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: February 15, 2008 Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Grace Investments, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Spurgeon Corporation By: /s/ Jerald A. Trannel Name: Jerald A. Trannel Its: Vice President SCHEDULE A TRADE ACTIVITY FOR ULTRALIFE BATTERIES, INC. EFFECTED BY GRACE BROTHERS, LTD. FOR THE PREVIOUS 60 DAYS.
Amount of Price per Date Security Shares Share Purchased 1/25/2008 COMMON STOCK 1,300 3.2600 1/25/2008 COMMON STOCK 6,801 3.2700 1/25/2008 COMMON STOCK 3,000 3.2800 1/25/2008 COMMON STOCK 1,500 3.2900 1/25/2008 COMMON STOCK 100 3.3000 1/25/2008 COMMON STOCK 9,763 3.3200 1/25/2008 COMMON STOCK 3,400 3.3300 1/25/2008 COMMON STOCK 500 3.3360 1/25/2008 COMMON STOCK 6,200 3.3400 1/25/2008 COMMON STOCK 600 3.3467 1/25/2008 COMMON STOCK 2,500 3.3500 1/25/2008 COMMON STOCK 800 3.3588 1/25/2008 COMMON STOCK 3,300 3.3600 1/25/2008 COMMON STOCK 500 3.3660 1/25/2008 COMMON STOCK 1,800 3.3689 1/25/2008 COMMON STOCK 3,300 3.3700 1/25/2008 COMMON STOCK 2,600 3.3800 1/25/2008 COMMON STOCK 1,100 3.3900 1/25/2008 COMMON STOCK 3,300 3.4000 1/25/2008 COMMON STOCK 700 3.4100 1/25/2008 COMMON STOCK 2,300 3.4196 1/25/2008 COMMON STOCK 100 3.4200 1/25/2008 COMMON STOCK 901 3.4300 1/25/2008 COMMON STOCK 5,300 3.4500 1/25/2008 COMMON STOCK 200 3.4600 1/25/2008 COMMON STOCK 2,300 3.4796 1/25/2008 COMMON STOCK 1,000 3.4900 1/28/2008 COMMON STOCK 8,100 3.6800 1/28/2008 COMMON STOCK 2,600 3.7200 1/28/2008 COMMON STOCK 1,500 3.7400 1/28/2008 COMMON STOCK 3,510 3.7494 1/28/2008 COMMON STOCK 1,100 3.7500 1/28/2008 COMMON STOCK 2,100 3.7600 1/28/2008 COMMON STOCK 7,500 3.7999 1/29/2008 COMMON STOCK 100 3.7400 1/29/2008 COMMON STOCK 2,500 3.7700 1/29/2008 COMMON STOCK 700 3.7800 1/29/2008 COMMON STOCK 1,100 3.8000 1/29/2008 COMMON STOCK 300 3.8100 1/29/2008 COMMON STOCK 1,999 3.8200 1/29/2008 COMMON STOCK 1,600 3.8300 1/29/2008 COMMON STOCK 2,601 3.8400 1/29/2008 COMMON STOCK 500 3.8500 1/29/2008 COMMON STOCK 1,633 3.8600 1/29/2008 COMMON STOCK 2,600 3.8700 1/29/2008 COMMON STOCK 6,000 3.8800 1/29/2008 COMMON STOCK 13,700 3.8900 1/29/2008 COMMON STOCK 17,356 3.9000 1/29/2008 COMMON STOCK 3,000 3.9100 1/29/2008 COMMON STOCK 3,500 3.9200 1/29/2008 COMMON STOCK 142 3.9250 1/29/2008 COMMON STOCK 948 3.9300 1/29/2008 COMMON STOCK 2,158 3.9400 1/29/2008 COMMON STOCK 1,200 3.9500 1/29/2008 COMMON STOCK 1,300 3.9700 1/29/2008 COMMON STOCK 13,466 3.9800 1/29/2008 COMMON STOCK 16,700 3.9900 2/8/2008 COMMON STOCK 15,050 3.2600 2/8/2008 COMMON STOCK 1,500 3.2900 2/8/2008 COMMON STOCK 10,500 3.3000 2/11/2008 COMMON STOCK 700 3.1600 2/11/2008 COMMON STOCK 1,200 3.1700 2/11/2008 COMMON STOCK 100 3.1800 2/11/2008 COMMON STOCK 100 3.2000 2/11/2008 COMMON STOCK 2,550 3.2100 2/11/2008 COMMON STOCK 8,300 3.2200 2/11/2008 COMMON STOCK 600 3.2300 2/11/2008 COMMON STOCK 2,000 3.2400 2/11/2008 COMMON STOCK 2,500 3.2500 2/12/2008 COMMON STOCK 900 3.3100 2/12/2008 COMMON STOCK 20,225 3.3200 2/12/2008 COMMON STOCK 1,900 3.3300 2/12/2008 COMMON STOCK 300 3.3400 2/12/2008 COMMON STOCK 1,189 3.3500 2/12/2008 COMMON STOCK 13,698 3.3600 2/12/2008 COMMON STOCK 1,315 3.3700 2/12/2008 COMMON STOCK 13,408 3.3900 2/13/2008 COMMON STOCK 14,474 3.3200 2/14/2008 COMMON STOCK 1,800 3.3300
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