SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: September 30, 2001
Commission File Number: 0-22333
Nanophase Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-3687863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1319 Marquette Drive, Romeoville, Illinois 60446
(Address of principal executive offices, and zip code)
Registrant's telephone number, including area code: (630) 771-6708
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---
As of November 13, 2001, there were outstanding 13,705,931 shares of
common stock, par value $.01, of the registrant.
NANOPHASE TECHNOLOGIES CORPORATION
QUARTER ENDED September 30, 2001
INDEX
Page
----
PART I - FINANCIAL INFORMATION ............................................. 3
Item 1. Financial Statements ........................................ 3
Balance Sheets as of September 30, 2001(unaudited)
and December 31, 2000 ..................................... 3
Statements of Operations (unaudited) for the three months
ended September 30, 2001 and 2000 and the nine months
ended September 30, 2001 and 2000 ......................... 4
Statements of Cash Flows (unaudited) for the nine months
ended September 30, 2001 and 2000 ......................... 5
Notes to Financial Statements (unaudited) ................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk .. 12
PART II - OTHER INFORMATION ................................................ 12
Item 1. Legal Proceedings ........................................... 12
Item 2. Changes in Securities and Use of Proceeds ................... 12
Item 6. Exhibits and Reports on Form 8-K ............................ 12
SIGNATURES ................................................................. 13
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NANOPHASE TECHNOLOGIES CORPORATION
BALANCE SHEETS
September 30, December 31,
2001 2000
---------------- --------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents .............................................. $ 651,776 $ 473,036
Investments ............................................................ 8,278,610 16,831,721
Trade accounts receivable, less allowance for doubtful accounts
of $25,000 at September 30, 2001 and $81,450 at December 31, 2000 ... 961,162 1,238,334
Other receivable, net ................................................. 98,686 144,818
Inventories, net ....................................................... 2,032,180 892,674
Prepaid expenses and other current assets .............................. 641,703 770,200
---------------- --------------
Total current assets ................................................. 12,664,117 20,350,783
Equipment and leasehold improvements, net ................................ 8,160,797 3,266,245
Other assets, net ........................................................ 293,562 213,135
---------------- --------------
$ 21,118,476 $ 23,830,163
================ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt ..................................... $ 298,853 $ 285,316
Accounts payable ......................................................... 1,023,909 824,338
Accrued expenses ......................................................... 895,265 884,780
---------------- --------------
Total current liabilities ............................................ 2,218,027 1,994,434
Long-term debt ........................................................... 1,360,303 827,984
Contingent liabilities ................................................... - -
Stockholders' equity:
Preferred stock, $.01 par value, 24,088 shares authorized and
no shares issued and outstanding ....................................... - -
Common stock, $.01 par value, 25,000,000 shares authorized;
13,705,931 and 13,593,914 shares issued and outstanding at September 30,
2001 and December 31, 2000, respectively ............................... 137,059 135,939
Additional paid-in capital ............................................... 50,260,747 49,885,751
Accumulated deficit ...................................................... (32,857,660) (29,013,945)
---------------- --------------
Total stockholders' equity ............................................. 17,540,146 21,007,745
---------------- --------------
$ 21,118,476 $ 23,830,163
================ ==============
See Notes to Financial Statements.
3
NANOPHASE TECHNOLOGIES CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended September 30, Nine months ended September 30,
---------------------------------- -----------------------------------
2001 2000 2001 2000
---------------- ---------------- ---------------- -----------------
Revenue:
Product revenue, net ................ $ 549,805 $ 1,251,932 $ 2,487,293 $ 2,739,939
Other revenue ....................... 129,740 103,019 313,555 339,269
---------------- ---------------- ---------------- -----------------
Total revenue ..................... 679,545 1,354,951 2,800,848 3,079,208
Operating expense:
Cost of revenue ..................... 1,142,835 1,351,974 2,999,957 3,475,960
Research and development expense .... 340,035 388,861 1,140,224 1,431,474
Selling, general and administrative
expense .......................... 738,015 638,582 2,964,963 2,466,307
---------------- ---------------- ---------------- -----------------
Total operating expense ........... 2,220,885 2,379,417 7,105,144 7,373,741
---------------- ---------------- ---------------- -----------------
Loss from operations .................. (1,541,340) (1,024,466) (4,304,296) (4,294,533)
Interest income ....................... 103,628 309,225 460,581 891,964
---------------- ---------------- ---------------- -----------------
Net loss .............................. $ (1,437,712) $ (715,241) $ (3,843,715) $ (3,402,569)
================ ================ ================ =================
Net loss per share - basic and diluted $ (0.10) $ (0.05) $ (0.28) $ (0.26)
================ ================ ================ =================
Weighted average number of common
shares outstanding ................. 13,703,921 13,512,850 13,653,960 13,325,075
================ ================ ================ =================
See Notes to Financial Statements.
4
NANOPHASE TECHNOLOGIES CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended September 30,
-------------------------------------
2001 2000
------------------ -----------------
Operating activities:
Net loss .............................................................. $ (3,843,715) $ (3,402,569)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization ..................................... 540,299 541,252
Allowance for excess inventory quantities ......................... 23,182 (122,051)
Provision for asset write-down .................................... 14,086 -
Changes in assets and liabilities related to operations:
Trade accounts receivable ......................................... 277,172 (854,405)
Other receivable .................................................. 46,132 (115,143)
Inventories ....................................................... (1,162,688) (62,910)
Prepaid expenses and other assets ................................. 41,728 (864)
Accounts payable .................................................. 199,571 281,502
Accrued liabilities ............................................... 10,485 92,907
------------------ -----------------
Net cash used in operating activities ................................. (3,853,748) (3,642,281)
Investing activities:
Acquisition of equipment and leasehold improvements ................... (5,442,595) (850,265)
Purchases of held-to-maturity investments ............................. (52,962,100) (38,610,970)
Maturities of held-to-maturity investments ............................ 61,515,211 41,613,789
------------------ -----------------
Net cash provided by investing activities ............................. 3,110,516 2,152,554
Financing activities:
Principal payment on debt obligation .................................. (236,477) -
Proceeds from borrowing ............................................... 782,333 -
Proceeds from sale of common stock .................................... 376,116 1,277,861
------------------ -----------------
Net cash provided by financing activities ............................. 921,972 1,277,861
------------------ -----------------
Increase (decrease) in cash and cash equivalents ...................... 178,740 (211,866)
Cash and cash equivalents at beginning of period ...................... 473,036 624,509
------------------ -----------------
Cash and cash equivalents at end of period ............................ $ 651,776 $ 412,643
================== =================
See Notes to Financial Statements.
5
NANOPHASE TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited interim financial statements of Nanophase
Technologies Corporation (the "Company") reflect all adjustments (consisting of
normal recurring adjustments) which, in the opinion of management, are necessary
for a fair presentation of the financial position and operating results of the
Company for the interim periods presented. Operating results for the three and
nine month periods ended September 30, 2001 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2001.
These financial statements should be read in conjunction with the
Company's audited financial statements and notes thereto for the year ended
December 31, 2000, included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000, as filed with the Securities and Exchange
Commission.
(2) Description of Business
The Company was incorporated on November 30, 1989, for the purpose of
developing nanocrystalline materials for commercial production and sale in
domestic and international markets.
In the course of its corporate development, the Company has experienced
net losses and negative cash flows from operations. Historically, the Company
has funded its operations primarily through the issuance of equity securities.
Revenue from international sources approximated $381,000 and $430,000
for the nine months ended September 30, 2001 and 2000, respectively.
(3) Investments
Investments are classified by the Company at the time of purchase for
appropriate designation and such designations are reevaluated as of each balance
sheet date. Investments are classified as held-to maturity when the Company has
the positive intent and ability to hold the securities to maturity. Held-to
maturity securities are stated at amortized cost and are adjusted to maturity
for the amortization of premiums and accretion of discounts. Such adjustments
for amortization and accretion are included in interest income.
(4) Inventories
Inventories consist of the following:
September 30, December 31,
2001 2000
--------------- ----------------
Raw materials .............................. $ 508,795 $ 328,786
Finished goods ............................. 1,638,154 655,475
--------------- ----------------
2,146,949 984,261
Allowance for excess inventory quantities .. (114,769) (91,587)
--------------- ----------------
$ 2,032,180 $ 892,674
=============== ================
6
NANOPHASE TECHNOLOGIES CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Unaudited)
(5) Stock Options and Warrants
During the nine months ended September 30, 2001, 105,212 shares of
Common Stock were issued pursuant to exercises of stock options, compared to
425,184 shares of Common Stock in the same period in 2000. In the same
nine-month period in 2000, 372,579 shares of Common Stock were issued pursuant
to exercises of warrants.
(6) Contingent Liabilities
Five separate complaints were filed in the United States District Court
for the Northern District of Illinois, each alleging that the Company, certain
of its officers and directors, and the underwriters of the Company's initial
public offering of Common Stock ("the Offering") were liable under the federal
Securities Act of 1933 for making supposedly negligent or reckless material
misstatements of fact and omitting to state material facts necessary to make
other statements of fact not misleading in the Registration Statement and
Prospectus relating to the Offering. Those cases were consolidated and a
consolidated complaint, filed in October 1998, alleged that the action should be
maintained as (i) a plaintiff class action on behalf of certain persons who
purchased the Common Stock from November 26, 1997 through January 8, 1998, and
(ii) a defendant class action against the underwriters who participated in the
Offering. The consolidated complaint sought relief including unquantified
damages, interest and attorneys' fees. In October 1999, the Court granted in
part and denied in part defendants' motions to dismiss the consolidated
complaint, finding in part that plaintiffs who did not purchase their Common
Stock during the Offering could not sue under Section 12(a)(2) of the Securities
Act of 1933. Each defendant's respective answer to the remaining claims in the
consolidated complaint was filed in November 1999.
Following certain discovery, the Company agreed to settle all claims
against all defendants in the consolidated complaint for $4,025,000. The
settlement does not admit liability by any party. Because the settlement was
funded by the Company's directors and officers liability insurance, the
settlement payment did not have a material adverse effect on the Company's
financial condition or results of operations. In March 2001, the Court ordered
final approval of the settlement and dismissed the consolidated complaint with
prejudice.
The above-described settlement did not resolve a separate complaint
filed in the Northern District of Illinois in November 1998, alleging that the
Company, certain of its officers and directors, and the underwriters of the
Company's Offering are liable under the federal Securities Exchange Act of 1934
for making supposedly fraudulent material misstatements of fact and omitting to
state material facts necessary to make other statements of fact not misleading
in connection with the solicitation of consents to the Offering from certain of
the Company's preferred stockholders. The complaint alleges that the action
should be maintained as a plaintiff class action on behalf of certain former
preferred stockholders whose shares of preferred stock were converted into
Common Stock on or about the date of the Offering. The complaint seeks
unquantified damages, pre- and post-judgment interest, attorneys' and expert
witness' fees. In August 2000, the Court denied defendants' joint motion to
dismiss the preferred stockholders' complaint, finding that the preferred
stockholders' allegations were pleaded sufficiently to fulfill the requirements
applicable to their complaint. Each defendant's respective answer to the
preferred stockholders' complaint was filed in September 2000.
7
Following certain discovery, the Company agreed to settle all claims
against all defendants in the preferred stockholders' complaint for $800,000,
plus up to an additional $50,000 for the cost of settlement notices and
administration. The settlement is not an admission of liability by any party.
The Court ordered preliminary approval of the settlement on October 15, 2001,
and a hearing to determine final approval of the settlement has been scheduled
for early January 2002. The Company anticipates that the settlement will be
funded by the Company's directors and officers liability insurance, and that the
settlement payment will not have a material adverse effect on the Company's
financial position or results of operations.
In early November 2001, a separate complaint was filed in the United
States District Court for the Northern District of Illinois, alleging that the
Company and one of its officers are liable under the federal Securities Exchange
Act of 1934. The recent complaint alleges that defendants made supposedly
fraudulent material misstatements of fact and omitted to state material facts
necessary to make other statements of fact not misleading in connection with the
Company's public disclosures, including certain press releases, concerning the
Company's dealings with a certain British customer. The complaint alleges that
the action should be maintained as a plaintiff class action on behalf of certain
persons who purchased shares of the Company's Common Stock from April 5, 2001
through October 24, 2001. The recent complaint seeks relief including
unquantified compensatory damages, attorneys' and expert witness' fees.
Defendants' initial response to the complaint currently is due in early January
2002. Although the Company believes that the allegations of the recent complaint
are without merit, it is not feasible for the Company to predict at this time
the outcome of this litigation or whether its resolution could have a material
adverse effect on the Company's results of operations or financial condition.
8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
Since January 1, 1997, Nanophase Technologies Corporation (the
"Company") has been engaged in the commercial production and sale of its
nanocrystalline materials. All of the Company's revenue since January 1, 1997
has been generated through commercial sources. From its inception in November
1989 through September 30, 2001, the Company was primarily capitalized through
the private offering of approximately $19,558,000 of equity securities and its
initial public offering of approximately $28,838,000 of the Company's common
stock (the "Common Stock"), each net of issuance costs. The Company has incurred
cumulative losses of $32,857,660 from inception through September 30, 2001.
Results of Operations
Revenue is recorded when title transfers. Other revenue is recorded
when specific milestones are met regarding development arrangements or when the
Company licenses its technology and transfers proprietary information. Total
revenue decreased from $1,354,951 for the three months ended September 30, 2000
to $679,545 for the same period in 2001. Total revenue decreased from $3,079,208
for the nine months ended September 30, 2000 to $2,800,848 for the same period
in 2001. Product revenue decreased from $1,251,932 for the three months ended
September 30, 2000 to $549,805 for the same period in 2001. Product revenue
decreased from $2,739,939 for the nine months ended September 30, 2000 to
$2,487,293 for the same period in 2001. The decrease in revenue in the third
quarter of 2001 was principally due to a reversal of a sale of $400,680 that was
originally recorded in the first quarter of 2001. The original sale was
appropriately recorded in accordance with generally accepted accounting
principles for such transactions; however, the products were never shipped to
the customer and the amount billed to the customer has never been collected. In
the opinion of management, there is significant uncertainty as to whether this
transaction will ever be completed. Accordingly, management decided to reverse
the revenue recorded in the first quarter. The decrease in revenue for the three
and nine month periods after the effects (on the three month period) of the
reversal discussed above occurred in the third quarter and was due to increased
sales in the third quarter of 2000. Other revenue increased to $129,740 for the
three months ended September 30, 2001, compared to $103,019 for the same period
in 2000. Other revenue decreased from $339,269 for the nine months ended
September 30, 2000 to $313,555 for the same period in 2001. The majority of the
revenue generated during the three and nine months ended September 30, 2001 was
from customers in the healthcare and electronics markets.
Cost of revenue generally includes costs associated with commercial
production, customer development arrangements and licensing fees. Cost of
revenue decreased to $1,142,835 and $2,999,957 for the three and nine months,
respectively, ended September 30, 2001, compared to $1,351,974 and $3,475,960
for the same periods in 2000. The decrease in cost of revenue was generally
attributed to additional efficiencies in the manufacture of the Company's
products. Cost of revenue as a percentage of total revenue increased for the
three ended September 30, 2001, compared to the same period in 2000, due
primarily to the effects of the reversal of the previously discussed first
quarter sale in the third quarter, somewhat offset by a decrease in the cost of
revenue to reflect recording the costs of the sale as inventory, and the fact
that the Company reduced production in order to upgrade some of its production
equipment to reduce manufacturing costs and in anticipation of future
requirements, and to manage inventory. This change resulted in losses of many of
its efficiencies normally achieved through production at higher volumes. Cost of
revenue as a percentage of total revenue decreased for the nine months ended
September 30, 2001, compared to the same period in 2000, due primarily to the
increase in manufacturing efficiencies, somewhat offset by the effects of the
previously discussed sale reversal.
9
Research and development expense primarily consists of costs associated
with the Company's development or acquisition of new product applications and
coating formulations and the cost of enhancing the Company's manufacturing
processes. Research and development expense decreased from $388,861 and
$1,431,474 for the three and nine months, respectively, ended September 30, 2000
to $340,035 and $1,140,224 for the same periods in 2001. The decrease in
research and development expense was largely attributed to the capitalization of
a portion of engineering salaries attributed to the build out of the Company's
new pilot manufacturing and powder coating facilities in the three and nine
months ended September 30, 2001, a reduction in fees and expenses paid to
outside consultants in 2001, more research personnel being hired in this period
in early 2000, to whom the Company paid negotiated bonuses and recruiting and
relocation costs, and fewer travel expenses being incurred for this period in
2001 than in the same period in 2000.
Selling, general and administrative expense increased to $738,015 and
$2,964,963 for the three and nine-month periods, respectively, ended September
30, 2001, compared to $638,582 and $2,466,307 for the same periods in 2000. The
net increase was primarily attributed to rent and associated expenses relating
to the Company's new facility, salaries and costs relating to the hiring of
company executives, insurance, and printing costs. These increases were
partially offset by reductions in bad debt expense, partially a result of the
reversal of revenue as discussed above, a portion of which an allowance had
previously been recorded for, and expenditures for marketing and promotional
materials.
Interest income decreased from $309,225 and $891,964 for the three- and
nine-month periods, respectively, ended September 30, 2000, to $103,628 and
$460,581 for the same periods in 2001. This decrease was primarily due to a
reduction in funds available for investment and reduced investment yields.
Liquidity and Capital Resources
The Company's cash, cash equivalents and investments amounted to
$8,930,386 at September 30, 2001, compared to $17,304,757 at December 31, 2000.
The net cash used in the Company's operating activities was $3,853,748 for the
nine months ended September 30, 2001 and was primarily for the further
development of product applications, the funding of research and development
activities and sales efforts, and the funding of inventories, which was offset
by a reduction in trade receivables and an increase in accounts payable. Net
cash provided by investing activities, which is due to maturities of securities
largely offset by capital expenditures and purchases of securities, amounted to
$3,110,516 for the nine months ended September 30, 2001. Capital expenditures,
primarily related to the build out of the Company's new pilot manufacturing and
powder blending facilities within its Romeoville, Illinois facility and further
expansion of the Company's existing manufacturing facility in Burr Ridge,
Illinois and the purchase of related operating equipment, amounted to $5,442,595
for the nine months ended September 30, 2001. Net cash provided by financing
activities, which related to a loan from a customer and other financing
agreements, and the issuance of shares of Common Stock pursuant to the exercise
of options, offset to some extent by principal payments on debt obligations
amounted to $921,972 for the nine-month period ended September 30, 2001 compared
to $1,277,861 for the same period in 2000. Net cash provided by financing
activities for the same period in 2000 related only to the issuance of shares of
Common Stock pursuant to the exercise of options and warrants.
The Company believes that cash from operations and cash on hand, together with
the remaining net proceeds from the Company's initial public offering of Common
Stock ("the Offering") and interest income thereon, will be adequate to fund the
Company's current operating plans. The Company's actual future capital
requirements will depend, however, on many factors, including customer
acceptance of the Company's current and potential nanocrystalline materials and
product applications, continued progress in the Company's research and
development activities and product testing programs, the magnitude of
10
these activities and programs, and the costs necessary to increase and expand
the Company's manufacturing capabilities and to market and sell the Company's
materials and product applications. Depending on future requirements, the
Company may seek additional funding through public or private financing,
collaborative relationships, government contracts or additional licensing
agreements. Additional financing may not be available on acceptable terms or at
all, and any such additional financing could be dilutive to the Company's
stockholders.
At September 30, 2001, the Company had a net operating loss
carryforward of approximately $33 million for income tax purposes. Because the
Company may have experienced "ownership changes" within the meaning of the U.S.
Internal Revenue Code in connection with its various prior equity offerings,
future utilization of this carryforward may be subject to certain limitations as
defined by the Internal Revenue Code. If not utilized, the carryforward expires
at various dates between 2005 and 2015. As a result of the annual limitation, a
portion of this carryforward may expire before ultimately becoming available to
reduce income tax liabilities. At September 30, 2001, the Company also had a
foreign tax credit carryforward of $186,000, which could be used as an
offsetting tax credit to reduce U.S. income taxes. The foreign tax credit will
expire in 2017 if not utilized before that date.
Legal Proceedings
See Note 6 to the Financial Statements for additional information.
Safe Harbor Provision
Because the Company wants to provide investors with more meaningful and
useful information, the Quarterly Report on Form 10-Q contains certain "forward-
looking statements" (as such term is defined in Section 21E of the Securities
Exchange Act of 1934, as amended). Statements contained in this Quarterly Report
on Form 10-Q that are not historical facts are forward-looking statements that
are made pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. These statements reflect the Company's current
expectations regarding its future results of operations, performance, and
achievements and are based on information currently available to the Company.
The Company has tried, wherever possible, to identify these forward-looking
statements by using words such as "intends," "believes," "estimates," "expects,"
"plans," and similar expressions. These statements are subject to certain risks,
uncertainties, and factors which could cause the Company's actual results,
performance, and achievements in 2001 and beyond to differ materially from those
expressed in, or implied by, such statements. These risks, uncertainties, and
factors include, without limitation: uncertain demand for, and acceptance of,
the Company's nanocrystalline materials; the Company's dependence on a limited
number of key customers; the Company's limited manufacturing capacity and
experience; the Company's limited marketing experience; changes in development
and distribution relationships; the impact of competitive products and
technologies; the Company's dependence on patents and protection of proprietary
information; the resolution of litigation the Company is involved in; and other
risks set forth in the Company's previous filings with the Securities and
Exchange Commission. In addition, the continuing impact of the September 11,
2001 terrorist attacks and subsequent related events on the global economy and
international political conditions also may be an important factor or make the
occurrence of one or more of the aforementioned factors more likely. Readers of
this Quarterly Report on Form 10-Q should not place undue reliance on any
forward-looking statements. Except as required by federal securities laws, the
Company undertakes no obligation to update or revise these forward-looking
statements to reflect new events or uncertainties.
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to interest rate risk on its investment
portfolio. A 1% fluctuation in interest rate would result in a change in the
portfolio earnings of approximately $80,000 per year.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 6 to the Financial Statements for additional information.
Item 2. Changes in Securities and Use of Proceeds
On November 26, 1997 (the "Effective Date"), the Company's Registration
Statement on Form S-1 (File No. 333-36937) relating to the Offering was declared
effective by the Securities and Exchange Commission. Since the Effective Date,
of its $28,837,936 of net proceeds from the Offering, the Company has used
approximately $8,242,000 for capital expenditures primarily related to the
further expansion of the Company's existing manufacturing facility and the
purchase of operating equipment and approximately $11,665,000 for working
capital and other general corporate purposes. The remainder of the net proceeds
has been invested by the Company, pending its use, in short-term, investment
grade, interest-bearing obligations.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits.
None.
B. Reports on Form 8-K.
The Company did not file any Current Reports on Form 8-K
during the third quarter of 2001.
12
SIGNATURES
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 thereunto duly authorized.
NANOPHASE TECHNOLOGIES CORPORATION
Date: November 14, 2001 By: /s/ JOSEPH E. CROSS
-----------------------------------------------
Joseph E. Cross
President, Chief Executive Officer (principal
executive officer) and a Director
Date: November 14, 2001 By: /s/ JESS A. JANKOWSKI
-----------------------------------------------
Jess A. Jankowski
Acting Chief Financial Officer, Corporate
Controller, Secretary, and Treasurer
(principal financial and accounting officer)
13