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