SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Nanophase Technologies Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
630079101
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(CUSIP Number)
Rachel M. Pernia
Vice President and Controller
Harris & Harris Group, Inc.
One Rockefeller Plaza
Suite 1430
New York, New York 10020
(212) 332-3600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Daniel E. Stoller, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
August 3, 1998
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: [x]
CUSIP No. 630079101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harris & Harris Group, Inc.
13-3119827
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 730,916 shares
8. SHARED VOTING POWER 0 shares
9. SOLE DISPOSITIVE POWER 730,916 shares
10. SHARED DISPOSITIVE POWER 0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,916 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9 %
14. TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to
the common stock, no par value (the "Common Stock"), of Nanophase
Technologies Corporation (the "Issuer"), a corporation originally
incorporated in Illinois and reincorporated in Delaware in December 1997.
The address of the principal executive offices of the Issuer is 453
Commerce Street, Burr Ridge, Illinois 60521.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Harris & Harris Group, Inc. ("Harris & Harris").
(b) One Rockefeller Plaza, Suite 1430, New York, New York
10020.
(c) Venture capital investment company, operating as a Business
Development Company under the Investment Company Act of
1940, as amended.
(d) Neither Harris & Harris nor any of its officers or
directors was, during the last five years, convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither Harris & Harris nor any of its officers or
directors was, during the last five years, a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with
respect to such laws.
(f) Organized and existing under the laws of the State of New
York.
The names, business addresses, present principal
occupations or employments and citizenships of the
directors and officers of Harris & Harris are set forth in
Schedule A hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Harris & Harris used $1,626,204 to acquire the shares of the
Issuer's Common Stock it now holds. All funds were provided from working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
Harris & Harris originally acquired all shares of Common Stock
reported in this Schedule 13D for investment purposes, and previously
reported its beneficial ownership of such shares on Schedule 13G. The most
recent Schedule 13G filed by Harris & Harris with respect to such shares is
dated February 12, 1998.
Harris & Harris is now reporting its beneficial ownership of
the shares of Common Stock on Schedule 13D because it has become
increasingly concerned about the Issuer's financial performance and the
depressed value of the Issuer's shares of Common Stock. Harris & Harris
believes that the Issuer's management has not performed well and believes
that the Issuer should seek a new Chief Executive Officer. Harris & Harris
intends to continue to communicate its concerns to the Issuer, and may seek
to engage in discussions with the Issuer's management and Board of
Directors with respect to means of enhancing value for the benefit of all
shareholders.
In addition, Harris & Harris may discuss its concerns about the
Issuer's financial performance, management and depressed stock price with
other shareholders of the Issuer and other third parties. Such discussions
with the Issuer, the Issuer's shareholders and other third parties may
relate to matters specified in clauses (a) through (j) of Item 4 of
Schedule 13D. Harris & Harris has no present intention to seek control of
the Issuer or to participate in the management of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of shares of Common
Stock to which this Schedule 13D relates is 730,916 shares, constituting
5.9% of the 12,393,039 shares of Common Stock issued and outstanding on
June 30, 1998.
(b) Harris & Harris has sole voting power and sole dispositive
power over all 730,916 shares of Common Stock.
(c) During the past 60 days, Harris & Harris has not engaged in
any transactions with respect to the Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the entity set forth below, such entity certifies that the information
set forth in this Statement is true, complete, and correct.
August 3, 1998 HARRIS & HARRIS GROUP, INC.
By: /s/ Rachel M. Pernia
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Rachel M. Pernia
Vice President and Controller
Schedule A
Information Concerning Directors and Officers of
Harris & Harris Group, Inc.
CHARLES E. HARRIS - Chairman of the Board and Chief Executive Officer
a. Principal Occupation Chairman of the Board and Chief Executive
or Employment: Officer of Harris & Harris Group, Inc.
b. Business Address: Harris & Harris Group, Inc.
One Rockefeller Plaza, Suite 1430
New York, New York 10020
c. Citizenship: United States
MEL P. MELSHEIMER - President, Chief Operating Officer and Chief
Financial Officer
a. Principal Occupation President, Chief Operating Officer
or Employment: and Chief Financial Officer of Harris
& Harris Group, Inc.
b. Business Address: Harris & Harris Group, Inc.
One Rockefeller Plaza, Suite 1430
New York, New York 10020
c. Citizenship: United States
RACHEL M. PERNIA - Vice President, Controller, Treasurer and Secretary
a. Principal Occupation Vice President, Controller, Treasurer
or Employment: and Secretary of Harris & Harris Group,
Inc.
b. Business Address: Harris & Harris Group, Inc.
One Rockefeller Plaza, Suite 1430
New York, New York 10020
c. Citizenship: United States
DR. C. WAYNE BARDIN - Director
a. Principal Occupation President of Thyreos Corporation,
or Employment: a pharmaceutical company
b. Business Address: Thyreos Corporation
19 East 88th Street
New York, New York 10128
c. Citizenship: United States
DR. PHILLIP A. BAUMAN - Director
a. Principal Occupation Orthopedic Surgeon
or Employment:
b. Business Address: Orthopedic Associates of New York
345 West 58th Street
New York, New York 10019
c. Citizenship: United States
G. MORGAN BROWNE - Director
a. Principal Occupation Administrative Director of Cold Spring
or Employment: Harbor Laboratory, a private not-for-
profit institution conducting research
and education programs in the fields of
molecular biology and genetics
b. Business Address: Cold Spring Harbor Laboratory
One Bungtown Road
Cold Spring Harbor, New York 11724
c. Citizenship: United States
HARRY E. EKBLOM - Director
a. Principal Occupation Partner in Ekblom & Ekblom LLC,
or Employment: a law firm
b. Business Address: Ekblom & Ekblom LLC
110 Whitehall Street
New York, New York 10004
c. Citizenship: United States
DUGALD A. FLETCHER - Director
a. Principal Occupation President of Fletcher & Company, Inc.,
or Employment: a management consulting firm
b. Business Address: Fletcher & Company, Inc.
28 Shelter Lane
Locust Valley, New York 11560
c. Citizenship: United States
GLENN E. MAYER - Director
a. Principal Occupation Senior Vice President of the Investment
or Employment: Banking Division of Reich & Company, a
division of Fahnestock & Company,
investment banking
b. Business Address: Fahnestock & Company
780 Third Avenue
New York, New York 10017
c. Citizenship: United States
WILLIAM R. POLK - Director
a. Principal Occupation Self-employed consultant
or Employment:
b. Business Address: MAS St. Antoine
669 Chemin de la Sine
06140 Vence Alpes
Maritimes
France
c. Citizenship: United States
JAMES E. ROBERTS - Director
a. Principal Occupation Vice Chairman of Trenwick American
or Employment: Reinsurance Corporation, a reinsurance
company
b. Business Address: Trenwick America Reinsurance Corporation
One Station Place/Metro Center
Stamford, Connecticut 06902
c. Citizenship: United States
