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
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| Delaware
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36-3687863 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(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
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
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Exhibit 99.1
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Amendment to Equity Compensation Plan |
Exhibit 99.2
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Press Release dated July 27, 2006 |
Exhibit 99.3
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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.
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Nanophase Technologies Corporation |
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Date: July 27, 2006
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By:
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/s/ JESS JANKOWSKI |
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JESS JANKOWSKI |
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Chief Financial Officer |