Nanophase Technologies Corporation
Proposed Ticker:NTCO 453 Commerce Street
Exchange:NASDAQ-National Market Burr Ridge, IL 60521
Industry:Manufacturing (SIC Code 3399) (630) 323-1200

Filing Information (This offering has been postponed)
Type of Shares:Common Shares Filing Date:3/13/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $38,000,000
Primary Shares:0 Expenses:$500,000
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Furman Selz IncorporatedLead Manager (212) 309-8285
Gruntal & CoCo-manager (212) 225-4334
Oppenheimer & Company, Inc.Co-manager (212) 667-7400

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Katten Muchin & Zavis
Bank's Law Firm: Latham & Watkins
Auditor: Ernst & Young
Registrar/Transfer Agent: LaSalle National Trust, N.A.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$0.09Assets:$5.54
Net Income:-$1.96Curr Assets:
EPS:Liabilities:$0.43
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$5.80Equity:$5.11
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops and markets nanocrystalline materials for use as ingredients and components in a wide range of commercial applications. The company produces nanocrystalline materials in commercial quantities for selected applications. Nanocrystalline materials in commercial quantities for selected applications. Nanocrytalline materials are ceramic and metallic materials with particle sizes measured in nanometers, or billionths of a meter. By processing materials in this near-atomic size range, the company is able to engineer the structure of particles and exploit the properties of surface atoms to enhance the performance of basic raw materials such as aluminum, iron, titanium and zinc, as well as to molecularly engineer new composite materials. Compared to conventional materials, the company's nanocrystalline materials generally exhibit superior chemical, mechanical, electronic, magnetic and optical properties, and the company believes it has established a new standard for high-performance commercially produced nanocrystalline materials.

Use of Proceeds
The proceeds from the proposed offering will be used for the expansion of manufacturing facilities, additional operating equipment, working capital and general corporate purposes.

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