SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

SOUNDBITE COMMUNICATIONS, INC.

(Name of Subject Company (Issuer))

SONAR MERGER SUB INC.,

a wholly-owned subsidiary of

GENESYS TELECOMMUNICATIONS LABORATORIES, INC.

(Name of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

836091108

(CUSIP Number of Class of Securities)

James M. Rene

Chief Legal Officer

Genesys

2001 Junipero Serra Blvd.

Daly City, California 94014

(650) 466-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

Robert Schwenkel, Esq. & Brian Mangino, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

CALCULATION OF FILING FEE

Transaction Valuation: Not applicable Amount of Filing Fee: Not applicable

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	None	Filing Party:	Not applicable
Form or Registration No.:	Not applicable	Date Filed:	Not applicable

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

x	third-party tender offer subject to Rule 14d-1	¨	going-private transaction subject to Rule 13e-3
¨	issuer tender offer subject to Rule 13e-4	¨	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

This filing relates solely to preliminary communications made before the commencement of a tender offer for the issued and outstanding shares of common stock of SoundBite Communications, Inc. (“SoundBite”) by Sonar Merger Sub Inc. (“Offeror”), a wholly-owned Delaware subsidiary of Genesys Telecommunications Laboratories, Inc. (“Genesys”), pursuant to an Agreement and Plan of Merger, dated as May 20, 2013 (the “Agreement”), by and among SoundBite, Offeror and Genesys.

The tender offer described in the attached exhibit has not yet commenced, and the exhibit is neither an offer to purchase nor a solicitation of an offer to sell shares of SoundBite. At the time the tender offer is commenced, Offeror and Genesys will file a tender offer statement on Schedule TO containing an offer to purchase, form of letter of transmittal and related materials with the U.S. Securities and Exchange Commission (“SEC”), and SoundBite will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND SOUNDBITE STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. Those materials will be made available to SoundBite’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

Exhibit Index

Attached hereto are the following communications:

Exhibit A:	Joint press release issued by Genesys Telecommunications Laboratories, Inc. and SoundBite Communications, Inc., dated May 20, 2013.
Exhibit B:	Genesys Employee Communication dated May 20, 2013.

EX-99.A

Exhibit A

News Release

Genesys to Acquire Leading Cloud-Based Customer Engagement

Solution Provider SoundBite Communications

Genesys extends cloud contact center leadership position with addition of proactive collections and payments, mobile marketing applications, and customer service solutions

Daly City, Calif. and Bedford, Mass. – May 20, 2013 – Genesys, a leading provider of customer engagement and contact center solutions, today announced it signed a definitive agreement to acquire SoundBite Communications (NASDAQ: SDBT) for a price of $5.00 per share. SoundBite delivers cloud-based proactive collections, payments, and mobile marketing applications, as well as proactive customer service solutions to enterprises.

The transaction, which has been unanimously approved by the Boards of Directors of SoundBite and also by Genesys, will be accomplished pursuant to a cash tender offer followed by a second step merger. The $5.00 per share cash offer price represents a total equity value of SoundBite of approximately $100.4 million, on a fully-diluted basis. The closing of the transaction is expected to occur early in the third quarter of 2013.

The proposed acquisition will strengthen the Genesys cloud solutions portfolio, building on its recent acquisition of Angel for self-service and contact center solutions. Cloud-based sales, marketing, and customer service solutions provide companies with the ability to better acquire, service, and grow their business with new and existing customers by offering purpose-built applications that can be deployed quickly by business users. Those users can be located in departments across the enterprise including marketing, accounts receivable, collections, and contact centers.

News Facts:

• The acquisition is expected to contribute approximately $50 million in cloud-based revenue to Genesys, bringing the total to over $135 million for Genesys’ growing cloud business. The acquisition will bring Genesys additional expertise in developing, marketing, and selling cloud-based customer engagement solutions and adds approximately 450 new end-customers to its existing base of 800 Genesys cloud customers. Combined with Genesys’ current cloud business, SoundBite will further extend Genesys’ leadership position in cloud solutions for marketing, sales, and customer service.

• With the addition of SoundBite’s market-leading applications, Genesys will enrich its portfolio of cloud-based solutions for marketing, sales and collections departments, and strengthen its ability to address additional user communities across the enterprise.

• The SoundBite applications complement the Genesys cloud-based customer engagement solutions with additional mobile capabilities, including self-service text messaging, and mobile marketing capabilities, including mobile coupons, in-store marketing, mobile web sites, and on-package QR codes.

Supporting Quotes:

“Cloud solutions that quickly solve business challenges are in high demand, and offering these solutions is core to our mission.” said Paul Segre, President and CEO of Genesys. “The acquisition of SoundBite will expand our portfolio to help our customers meet these challenges, and continues our rapid expansion into cloud solutions in both new and existing markets.”

“This transaction provides our stockholders with a significant premium for their shares, and presents SoundBite with an exciting new endeavor that makes tremendous sense for the market,” said Jim Milton, President and CEO of SoundBite. “We believe existing SoundBite customers will value the benefits of being part of the global Genesys community made up of the world’s leading innovators in customer experience.”

Transaction Highlights:

Under the terms of the definitive agreement, Genesys will commence a cash tender offer to purchase all of SoundBite’s outstanding shares for $5.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes. The tender offer will remain open for at least 20 business days following its commencement. The completion of the tender offer is subject to the tender of at least a majority of SoundBite’s outstanding shares of common stock (on a fully diluted basis), the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions. The definitive agreement also provides for the parties to effect, subject to customary conditions, a merger following the completion of the tender offer that would result in all shares not tendered in the tender offer being converted into the right to receive $5.00 per share, net to the holder in cash, without interest and less any applicable withholding taxes. Genesys has received from certain SoundBite stockholders, which represent 41.3% of the outstanding shares of SoundBite common stock, tender and support agreements to tender all of their shares in the tender offer and, if applicable, to vote those shares in favor of the transaction.

Genesys expects to fund the transaction with available cash and credit facilities. The transaction is not subject to any financing contingency.

US Arma Partners LP is acting as exclusive financial advisor, and K&L Gates LLP is serving as legal counsel, to SoundBite. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as Genesys’ legal counsel.

Additional Information:

The tender offer described in this news release has not yet been commenced. This news release and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of SoundBite. At the time the tender offer is commenced, Genesys and its new wholly owned subsidiary, Sonar Merger Sub, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and SoundBite intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

SOUNDBITE COMMUNICATIONS, INC. STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE

AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. Stockholders of SoundBite will be able to obtain a free copy of these documents (when they become available) and other documents filed by SoundBite and Genesys with the Securities and Exchange Commission (“SEC”) at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of the tender offer documents (when they become available) from the information agent to be named in the offer to purchase or from Genesys.

About SoundBite:

SoundBite Communications is a customer experience management company with deep expertise in delivering cloud-based mobile marketing, proactive customer care, and collections/payments solutions. More than 450 global end-clients, including nearly 50 Fortune 500 companies, leverage SoundBite’s proactive multi-channel communications and preference management platforms to power 2.5 billion personalized and compliant customer interactions annually across the full consumer lifecycle.

www.soundbite.com

About Genesys:

Genesys is a leading provider of customer engagement and contact center solutions. With more than 3,000 customers in 80 countries, Genesys orchestrates more than 100 million customer interactions every day across the contact center and back office, helping companies deliver fast and optimal levels of customer service with a highly personalized cross-channel customer experience. Genesys also prioritizes the flow of work to back office personnel resulting from any customer interaction, internal workflow or business application, optimizing the performance and satisfaction of customer-facing employees across the enterprise.

www.genesyslab.com

Forward-Looking Statement

Investors are cautioned that statements in this press release that are not strictly historical statements, including, without limitation, statements regarding expectations about the tender offer or future business plans, prospective performance and opportunities, regulatory approvals, the expected timing of the completion of the transaction and the ability to complete the transaction considering the various closing conditions, are forward-looking statements within the meaning of the federal securities laws and are subject to risks, uncertainties and assumptions. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words. The actual results of the transaction could vary materially as a result of a number of factors, including: uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of SoundBite’s stockholders will tender their stock in the tender offer; the possibility that competing tender offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the

transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, clients, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of SoundBite’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in SoundBite’s filings with the Securities and Exchange Commission, including the factors set forth in SoundBite’s most recent annual report on Form 10-K, the Tender Offer Statement on Schedule TO and other tender offer documents to be filed by Genesys and Sonar, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by SoundBite. These forward-looking statements reflect SoundBite’s expectations as of the date of this press release. SoundBite undertakes no obligation to update the information provided herein.

Press Contacts

Dominic Weeks (SHIFT Communications)

genesys@shiftcomm.com

617-779-1800

Investor & Media Contact for SoundBite Communications:

Lynn Ricci

781-897-2696

lricci@SoundBite.com

EX-99.B

Exhibit B

Genesys Expands Cloud Offer with Agreement to Acquire SoundBite

A little over a year ago, I met with our management team in an offsite that resulted in the development of our first cloud solution. Two months ago, we closed the acquisition of Angel.com and firmly established Genesys as a leading provider of cloud-based contact center solutions. Today we are expanding that offer with the announcement that we have entered into an agreement to acquire SoundBite Communications.

SoundBite (NASDAQ:SDBT) provides cloud-based proactive payment and collections, mobile marketing, and proactive customer care solutions. SoundBite extends the Genesys cloud-based solution set, adding to Angel’s self-service and contact center offerings and supporting our strategy to reach new markets and users, including mid-sized companies and users beyond the contact center. For SoundBite, the acquisition will result in new global reach, access to a broader product portfolio, and the full backing of Genesys resources and brand.

SoundBite serves 450 customers including nearly 10% of the Fortune 500 and will reinforce our already strong positioning in four key vertical markets: Telecom, Financial Services, Retail, and Utilities. The company reported nearly $50 million in annual revenue in 2012, representing 15% year-over-year growth from the previous year. With the addition of the SoundBite business, Genesys’ overall annual recurring cloud-based revenue is expected to exceed $135 million, further establishing us as a leading player in the cloud contact center-as-a-service market.

We expect the acquisition to close early in the third quarter of 2013, at which time, the SoundBite business will be integrated into the current Genesys Cloud business unit, which includes the Genesys Angel self-service and contact center offerings and is led by David Rennyson. Between now and then, we will perform detailed product and organizational planning.

SoundBite has over 140 team members who work primarily in Bedford, Massachusetts, with additional offices in Arlington, Virginia and Irvine, California, and a small international presence in the UK. The SoundBite team and culture will fit well with Angel and Genesys and this combination will inspire all of our teams to achieve even greater results.

Please take time to read today’s press release and visit www.soundbite.com to learn why the entire leadership team is energized and delighted by this news.

Paul

Attachments:

Press Release

The tender offer described in this exhibit has not yet been commenced. This exhibit is neither an offer to purchase nor a solicitation of an offer to sell shares of SoundBite. At the time the tender offer is commenced, Genesys and its new wholly owned subsidiary, Sonar Merger Sub, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and SoundBite intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. SOUNDBITE COMMUNICATIONS, INC. STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. Stockholders of SoundBite will be able to obtain a free copy of these documents (when they become available) and other documents filed by SoundBite and Genesys with the Securities and Exchange Commission (“SEC”) at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of the tender offer documents (when they become available) from the information agent to be named in the offer to purchase or from Genesys.