**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,DC  20549**

 

----

 

**FORM 10-Q/A**

 

**AmendmentNo. 1**

 

**(Mark one)**
| **ý**                                             | ** ** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**  |
|--------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|
|                                                   |       |                                                                                                     |
| **For the  quarterly period ended April 2, 2005** |
|                                                   |       |                                                                                                     |
| **o**                                                  | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |

 

**For thetransition period from                      to                      **.

 

**Commissionfile number:    0-23633**

 

**1-800 CONTACTS, INC.**

(Exact name ofregistrant as specified in its charter)

 
| **Delaware**                                                     | ** ** | **87-0571643**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                             |       |                                  |
| **66 E.  Wadsworth Park Drive  Draper, UT**                      | ** ** | **84020**                             |
| (Address of  principal executive offices)                        |       | (Zip Code)                            |

 

**(801) 924-9800**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports) and (2) hasbeen subject to the filing requirements for at least the past 90 days.

ý  Yes                   o  No

 

Indicateby check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2of the Exchange Act).

ý  Yes                   o  No

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

o  Yes                   ý  No

 

As of November 7,2005, the Registrant had 13,339,557 shares of Common Stock, par value $0.01 pershare, outstanding.

 

 

----

 

**Explanatory Note**

 

This Amendment No. 1on Form 10-Q/A (this “Amendment”) to our Quarterly Report on Form 10-Qfor the quarterly period ended April 2, 2005, initially filed with theSecurities and Exchange Commission on May 12, 2005 (the “Report”), isbeing filed to correct the contents of the certifications required pursuant to Section 302of the Sarbanes-Oxley Act of 2002 that were originally filed with the Report. No other information contained in the Report is amended by thisAmendment.  Accordingly, this Amendment should be read in conjunction withthe Report and our filings made with the Securities and Exchange Commissionsubsequent to the filing of the Report, including any amendments to thosefilings.

 
| **Item 6.**  | *** *** | ***Exhibits***        |
|--------------|--------------|-----------------------|
|         |         |                  |
| *** *** | *** *** | **(A) Exhibits** |

 
| **Exhibit No.** | ** ** | **Description of Exhibit**                                                                                                                 |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                       |
| 3.1(i)               |       | Restated Certificate of  Incorporation of the Company.(1)                                                                                  |
| 3.1(ii)              |       | Restated By-Laws of the  Company.(1)                                                                                                       |
| 4.1                  |       | Form of  certificate representing shares of Common Stock, $0.01 par value per  share.(2)                                              |
| 10.1                 |       | Sublease Agreement  between the Company and UCN, Inc., dated March 2, 2005, which  respect to the Company’s call center.(3) |
| 31.1                 |       | Certification Required  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                    |
| 31.2                 |       | Certification Required  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                    |
| 32.1                 |       | Certification Required  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(3)                                                 |
| 32.2                 |       | Certification Required  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(3)                                                 |
|                 |       |                                                                                                                                       |
|                 |       | (1)                                                                                                                                        |   | Incorporated by  reference to the Company’s Quarterly Report on Form 10-Q for the  quarterly period ended April 4, 1998 (Commission File No. 0-23633). |
|                 |       | (2)                                                                                                                                        |   | Incorporated by  reference to the same numbered exhibit to the Company’s Registration  Statement on Form S-1 (Registration No. 333-41055). |
|                 |       | (3)                                                                                                                                        |   | Incorporated by  reference to the Company’s Quarterly Report on Form 10-Q for the  quarterly period ended April 2, 2005 (Commission File No. 0-23633). |

 

2

----

 

**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.  

 

 
| ** **                     | **1-800 CONTACTS, INC.** |
|--------------------------------|--------------------------|
|                           |                     |   |
|                           |                     |   |
| Dated: November 10,  2005 | By:                      | /s/ Jonathan C. Coon |   |
|                           | Name:                    | Jonathan C. Coon |
|                           | Title:                   | Chief Executive Officer |
|                           |                     |   |
|                           | By:                      | /s/ Brian W. Bethers |   |
|                           | Name:                    | Brian W. Bethers |
|                           | Title:                   | President and Chief  Financial Officer |
|                                |                          |  |  |  |

 

3

----