**UNITEDSTATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

**AmendmentNo. 1**

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| **x**                                                                                                                                                                                                                                 | ** ** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES   EXCHANGE ACT OF 1934** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                  |       |                                                                                                |
| **For the quaterly period ended  June 30, 2007**                                                                                                                                                                                      |
| ** **                                                                                                                                                                                                                            | ** ** | ** **                                                                                          |
| **OR**                                                                                                                                                                                                                                |
| ** **                                                                                                                                                                                                                            | ** ** | ** **                                                                                          |
| **o**                                                                                                                                                                                                                                 | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**  |
|                                                                                                                                                                                                                                  |       |                                                                                                |
| **For the transition period from                    to                 .** |
| ** **                                                                                                                                                                                                                            | ** ** | ** **                                                                                          |
| **Commission File No****000-51134**                                                                                                                                                                                                   |

 

**FAVRILLE, INC.**

(Exact Name of Registrant as Specified in its Charter)

 

| **Delaware**                              | ** ** | **33-0892797**       |
|-------------------------------------------|------------|----------------------|
| (State  or other jurisdiction of          |       | (I.R.S.  Employer    |
| incorporation  or organization)           |       | Identification  No.) |
| ** **                                | ** ** | ** **           |
| **10445 Pacific  Center Court**           | ** ** | ** **           |
| **San Diego, California**                 | ** ** | **92121**            |
| (Address  of principal executive offices) |       | (Zip  Code)          |

 

**(858) 526-8000**

Registrant’s telephonenumber, including area code

 

**N/A**

(Former name,former address and former fiscal year if changed since last report)

Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes x   No o

 

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Checkone):

 

Large accelerated filer o   Acceleratedfiler o  Non-acceleratedfiler x

 

Indicateby check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).  Yeso    No x

 

The number of shares ofthe Registrant’s common stock outstanding as of October 26, 2007 was33,753,101.

 

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**FAVRILLE,INC.**

 

**EXPLANATORYNOTE**

 

**               **Favrille, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/Afor the purpose of adding Part II, Item 4. *Submissionof Matters to a Vote of Security Holders* to the Company’sForm 10-Q originally filed on August 14, 2007.  In addition, the Company isalso amendingPart II, Item 6. *Exhibits* ofsuch Form 10-Q to include Exhibits 31.3 and 31.4, asrequired by the filing of this Amendment. This Amendment, together with the Quarterly Report on Form 10-Q of theCompany previously filed for the quarter ended June 30, 2007, constitutes theQuarterly Report on Form 10-Q of the Company for the quarter ended June 30,2007.

 

**PART II**

** **

**Item 4.    Submission of Matters to a Vote of Security Holders**

 

At our 2007 annual meeting of stockholders held on June 20, 2007,the stockholders were asked to vote on three items as follows:

 

1.    The election of three directors to holdoffice until the 2010 annual meeting of stockholders. The nominees for electionwere Michael L. Eagle, Cam L. Garner and Peter Barton Hutt. No othernominations were received in accordance with the Company’s Bylaws.

 

2.    The amendment of the Company’s Amendedand Restated 2001 Equity Incentive Plan to increase the aggregate number ofshares of common stock authorized for issuance under such plan by1,000,000 shares and amend the “evergreen” provision of such plan.

 

3.    The ratification of the selection ofErnst & Young LLP to serve as the independent registered publicaccounting firm of the Company for the fiscal year ending December 31,2007.

 

The results of the matters presented at the annual meeting, based onthe presence in person or by proxy of holders of 28,105,729 shares of the32,504,629 shares of our common stock of record entitled to vote, were asfollows:

 

1. The election of Michael L. Eagle, Cam L. Garner and Peter BartonHutt as directors of the Company until the 2010 annual meeting of stockholdersand until their successors are elected was approved as follows:

 

|              |   | **For**    |   | **Withheld** |   |
|-------------------|--------|------------|--------|--------------|--------|
| Michael L. Eagle  |   | 28,011,716 |   | 94,013       |   |
|              |   |       |   |         |   |
| Cam L. Garner     |   | 28,014,685 |   | 91,044       |   |
|              |   |       |   |         |   |
| Peter Barton Hutt |   | 28,020,600 |   | 85,129       |   |

 

2. The amendment of the Company’s Amended and Restated 2001 EquityIncentive Plan to increase the aggregate number of shares of common stockauthorized for issuance under such plan by 1,000,000 shares and amend the “evergreen”provision of such plan was approved as follows:

 

| **For**    |   | **Against** |   | **Abstain** |   | **Broker  Non-Vote** | ** ** |
|------------|--------|-------------|--------|-------------|--------|----------------------|------------|
| 19,862,422 |   | 3,754,804   |   | 162,747     |   | 4,325,756            |       |

 

3. The ratification of Ernst & Young LLP as the independentregistered public accounting firm of the Company for its fiscal year endingDecember 31, 2007 was approved as follows:

 

| **For**    |   | **Against** |   | **Abstain** |   |
|------------|--------|-------------|--------|-------------|--------|
| 28,068,862 |   | 32,791      |   | 4,076       |   |

 

 

2

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**Item 6.    Exhibits**

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                               |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                  |       | Registrant’s Amended and Restated Certificate of  Incorporation.(1)                                                                                                                                  |
| 3.2                  |       | Registrant’s Amended and Restated Bylaws.(7)                                                                                                                                                         |
| 4.1                  |       | Form of Common Stock Certificate of  Registrant.(1)                                                                                                                                                  |
| 4.2                  |       | Amended and Restated Investor Rights Agreement dated  March 26, 2004 between the Registrant and certain of its  stockholders.(1)                                                                     |
| 4.3                  |       | Amendment No. 1 to Amended and Restated  Investor Rights Agreement dated April 6, 2004 between the Registrant and  certain of its stockholders.(1)                                              |
| 4.4                  |       | Securities Purchase Agreement dated March 6,  2006, by and among Favrille and the individuals and entities identified on  Exhibit A thereto (the “Securities Purchase Agreement”).(2) |
| 4.5                  |       | Form of Warrant issued pursuant to the  Securities Purchase Agreement.(2)                                                                                                                            |
| 4.6                  |       | Securities Purchase Agreement dated February 12,  2007, by and among Favrille and certain investors.(3)                                                                                                   |
| 4.7                  |       | Warrant to purchase 250,000 shares of Common Stock  dated December 19, 2006 issued to Kingsbridge  Capital Limited.(4)                                                                                    |
| 4.8                  |       | Registration Rights Agreement, dated December 19,  2006, by and between Favrille and Kingsbridge Capital Limited.(4)                                                                                      |
| 4.9                  |       | Warrant to purchase 48,834 shares of Common Stock  dated December 30, 2005 issued to General Electric Capital Corporation.(5)                                                                             |
| 4.10                 |       | Warrant to purchase 48,834 shares of Common Stock  dated December 30, 2005 issued to Oxford Finance  Corporation.(5)                                                                                      |
| 4.11                 |       | Amendment No. 1 to Registration Rights  Agreement, dated December 19, 2006, by and between Favrille and Kingsbridge  Capital Limited.(6)                                                             |
| 31.1                 |       | Certification, dated August 14, 2007, of Registrant’s  Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of  2002.(6)                                                        |
| 31.2                 |       | Certification, dated August 14, 2007, of Registrant’s  Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of  2002.(6)                                                        |
| 31.3                 |       | Certification, dated October 30, 2007, of Registrant’s  Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of  2002.                                                          |
| 31.4                 |       | Certification, dated October 30, 2007, of Registrant’s  Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of  2002.                                                          |
| 32.1                 |       | Certifications, dated August 14, 2007, of Registrant’s  Chief Executive Officer and Chief Financial Officer required by Section 906  of the Sarbanes-Oxley Act of 2002.(6)                           |

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(1)                    Filed as an exhibit toFavrille, Inc.’s Registration Statement on Form S-1 (FileNo. 333-114299), as amended, and incorporated by reference herein.

(2)                    Filed as an exhibit to Favrille’s CurrentReport on Form 8-K dated March 6, 2006 and incorporated herein byreference.

(3)                    Filed as an exhibit to Favrille’s CurrentReport on Form 8-K dated February 13, 2007 and incorporated herein byreference.

(4)                    Filed as an exhibit to Favrille’s CurrentReport on Form 8-K dated December 20, 2006 and incorporated herein byreference.

(5)                    Filed as an exhibit to Favrille’s Annual Report onForm 10-K for the year ended December 31, 2005 and incorporated herein byreference.

(6)                    Filed as an exhibit to Favrille’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2007 and incorporated hereinby reference.

(7)                    Filed as an exhibit to Favrille’s CurrentReport on Form 8-K dated October 4, 2007 and incorporated herein by reference.

 

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**3**

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** **

**SIGNATURES**

** **

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this Report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
|     |             | FAVRILLE, INC.                                                                                                   |
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|     |             |                                                                                                             |
|     |             |                                                                                                             |
| Date:    | October 30, 2007 |                                                                                                             |
|     |             |                                                                                                             |
|     | * *         | By:                                                                                                              | /s/ Tamara A. Seymour | * * |
|     |             | Tamara A. Seymour                                                                                                |   |
| * * | * *         | *Chief  Financial Officer*                                                                                       |   |
|     |             |                                                                                                             |
|     |             | (On behalf of the registrant and as the registrant’s    Principal Financial and Accounting Officer)

  |

 

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