SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 3

SOUNDBITE COMMUNICATIONS, INC.

(Name of Subject Company)

SONAR MERGER SUB INC.,

GENESYS TELECOMMUNICATIONS LABORATORIES, INC.

(Names 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

Phone: (212) 859-8000

Fax: (212) 859-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$92,849,536.24	$12,664.68

* Estimated for purposes of calculating the filing fee only. The transaction value was calculated by adding the sum of (i) 16,552,544 outstanding shares of common stock, par value $0.001 per share, of SoundBite Communications, Inc. multiplied by the offer price of $5.00 per share; (ii) 321,102 restricted stock units of SoundBite Communications, Inc. multiplied by the offer price of $5.00 per share; and (iii) 3,212,616 shares of common stock, par value $0.001 per share, of SoundBite Communications, Inc., issuable pursuant to outstanding options with an exercise price less than $5.00 per share, multiplied by an amount equal to $5.00 minus the weighted average exercise price for such options of $2.36 per share. The calculation of the filing fee is based on information provided by SoundBite Communications, Inc. as of June 1, 2013, the most recent practicable date.

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0001364.

x Check 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: $12,664.68	Filing Party:         Sonar Merger Sub Inc. and Genesys Telecommunications Laboratories, Inc.
Form or Registration No.: Schedule TO	Date Filed:           June 4, 2013

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

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

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ 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. x

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2013, amends and supplements the Tender Offer Statement on Schedule TO filed on June 4, 2013 (as amended and supplemented from time to time, the “Schedule TO”), relating to the offer by Offeror (as defined below) to purchase all of the outstanding shares of common stock, par value $0.001 per share (each a “Share” and collectively, the “Shares”), of SoundBite Communications, Inc., a Delaware corporation (“SoundBite”), at a purchase price of $5.00 per Share, net to the seller in cash without interest and less taxes required to be withheld, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 4, 2013 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”). The Schedule TO (including the Offer to Purchase) filed with the SEC by Sonar Merger Sub Inc., a Delaware corporation (“Offeror”) and a direct wholly-owned subsidiary of Genesys Telecommunications Laboratories, Inc., a California corporation (“Genesys”), on June 4, 2013, as amended by this Amendment No. 3 and the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC by SoundBite on June 4, 2013, as amended or supplemented from time to time, contain important information about the Offer, all of which should be read carefully by SoundBite stockholders before any decision is made with respect to the Offer. The Offer is made pursuant to the Agreement and Plan of Merger, dated as of May 20, 2013 (as it may be amended from time to time, the “Merger Agreement”), by and among SoundBite, Genesys and Offeror.

Documentation relating to the Offer has been mailed to SoundBite stockholders and may be obtained at no charge at the website maintained by the SEC at www.sec.gov and may also be obtained at no charge by directing a request by mail to AST Phoenix Advisors, the Information Agent for the Offer, at 6201 15th Avenue, Brooklyn, New York 11219, or by calling toll-free at (877) 478-5038.

All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.

Items 1 through 9 and Item 11.

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“On July 2, 2013, Offeror successfully completed the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on Monday, July 1, 2013 (the “Expiration Time”). The depositary for the Offer has indicated that, as of the Expiration Time, approximately 16,067,612 of the outstanding Shares had been validly tendered and not properly withdrawn in the Offer, including 112,668 Shares tendered through notices of guaranteed delivery. The Shares tendered represent approximately 97.04% of the outstanding Shares. All Shares that were validly tendered (other than Shares tendered through notices of guaranteed delivery) and not properly withdrawn in the Offer have been accepted for purchase and payment at the Offer Price, and all holders of these Shares will be paid promptly in accordance with the terms of the Offer.

As a result of the Offer, Offeror will own at least 90% of the outstanding Shares, which is sufficient to enable Offeror to effect the Merger under the “short-form” merger provisions of the DGCL, without a vote or meeting of SoundBite’s stockholders.

Offeror expects to complete the acquisition of SoundBite on July 3, 2013 through the Merger described above. Pursuant to the terms of the Merger Agreement, at the Merger Effective Time each Share issued and outstanding immediately prior to the Merger Effective Time (other than Excluded Shares and Appraisal Shares) will be canceled and converted into the right to receive the Merger Consideration, payable without interest and less applicable withholding taxes. After the Merger, SoundBite will be a direct wholly-owned subsidiary of Genesys and Shares will cease to be traded on The NASDAQ Global Market.

The press release announcing the completion of the Offer is attached as Exhibit (a)(5)(E) to the Schedule TO and is incorporated by reference herein.”

Item 12.

Item 12 of the Schedule TO is amended and supplemented by adding the following exhibit:

Exhibit Number	Document
(a)(5)(E)	Press Release, dated July 2, 2013, issued by Genesys.

[Remainder of the page is intentionally left blank]

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 2, 2013	SONAR MERGER SUB INC.
	By:	/s/ James Budge
		Name: James Budge Title:   Chief Financial Officer

	GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
Dated: July 2, 2013	By:	/s/ James Budge
		Name: James Budge Title:   Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Document
(a)(1)(A)	Offer to Purchase, dated June 4, 2013.*
(a)(1)(B)	Form of Letter of Transmittal.*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(F)	Form of Summary Advertisement as published in The Wall Street Journal on June 4, 2013.*
(a)(5)(A)	Joint Press Release, dated May 20, 2013, issued by Genesys and SoundBite (incorporated by reference to the Schedule TO-C filed by Genesys and Offeror with the SEC on May 20, 2013).*
(a)(5)(B)	Press Release, dated June 4, 2013, issued by Genesys.*
(a)(5)(C)	Class Action Complaint, dated June 17, 2013 (Gravener v. SoundBite Communications, Inc., et al.) (incorporated by reference to Exhibit (a)(9) to the Schedule 14D-9/A filed by SoundBite with the SEC on June 18, 2013).*
(a)(5)(D)	Term Sheet, dated June 24, 2013 (Gravener v. SoundBite Communications, Inc., et al.) (incorporated by reference to Exhibit (a)(10) to the Schedule 14D-9/A filed by SoundBite with the SEC on June 25, 2013).*
(a)(5)(E)	Press Release, dated July 2, 2013, issued by Genesys.
(b)(1)	Not applicable.
(d)(1)	Agreement and Plan of Merger, dated as of May 20, 2013, by and among Genesys, Offeror and SoundBite (incorporated by reference to Exhibit 2.1 to SoundBite’s Current Report on Form 8-K, File No. 001-33790, filed with the SEC on May 21, 2013).*
(d)(2)	Tender and Support Agreement, dated as of May 20, 2013, Genesys, Offeror and Commonwealth Capital Ventures III, L.P. (incorporated by reference to Exhibit 2.2 to SoundBite’s Current Report on Form 8-K, File No. 001-33790, filed with the SEC on May 21, 2013).*
(d)(3)	Tender and Support Agreement, dated as of May 20, 2013, Genesys, Offeror and CCV III Associates L.P. (incorporated by reference to Exhibit 2.3 to SoundBite’s Current Report on Form 8-K, File No. 001-33790, filed with the SEC on May 21, 2013).*
(d)(4)	Tender and Support Agreement, dated as of May 20, 2013, Genesys, Offeror and North Bridge Venture Partners IV-A, L.P. (incorporated by reference to Exhibit 2.4 to SoundBite’s Current Report on Form 8-K, File No. 001-33790, filed with the SEC on May 21, 2013).*
(d)(5)	Tender and Support Agreement, dated as of May 20, 2013, Genesys, Offeror and North Bridge Venture Partners IV-B, L.P. (incorporated by reference to Exhibit 2.5 to SoundBite’s Current Report on Form 8-K, File No. 001-33790, filed with the SEC on May 21, 2013). *
(d)(6)	Tender and Support Agreement, dated as of May 20, 2013, Genesys, Offeror and James A. Milton. (incorporated by reference to Exhibit 2.6 to SoundBite’s Current Report on Form 8-K, File No. 001-33790, filed with the SEC on May 21, 2013).*
(d)(7)	Tender and Support Agreement, dated as of May 20, 2013, Genesys, Offeror and Timothy R. Segall. (incorporated by reference to Exhibit 2.7 to SoundBite’s Current Report on Form 8-K, File No. 001-33790, filed with the SEC on May 21, 2013).*
(d)(8)	Confidentiality Agreement, dated February 27, 2013, between SoundBite and Greeneden U.S. Holdings II, LLC.*
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.(A)(5)(E)

Exhibit (a)(5)(e)

News Release

Genesys Completes Tender Offer to Acquire SoundBite

Leading the Cloud Contact Center Market, Genesys Cloud Now Powers Over 1,200 Customers

DALY CITY, California, July 2, 2013 — Genesys Telecommunications Laboratories, Inc. today announced that the tender offer by its direct wholly-owned subsidiary, Sonar Merger Sub Inc., to acquire all of the outstanding shares of common stock of SoundBite Communications, Inc. (NASDAQ: SDBT) expired at 12:00 midnight, New York City time, on July 1, 2013. All shares that were validly tendered into the offer and not properly withdrawn have been accepted for payment and will be paid promptly in accordance with the terms of the offer.

As previously announced, pursuant to the merger agreement among Sonar Merger Sub, SoundBite and Genesys, Sonar Merger Sub commenced a tender offer on June 4, 2013 to acquire all of the outstanding shares of common stock of SoundBite for $5.00 per share, net to the seller in cash without interest and less taxes required to be withheld.

The depositary for the tender offer has advised that, as of the offer’s expiration, 16,067,612 shares of common stock of SoundBite have been validly tendered and not properly withdrawn pursuant to the tender offer. Those shares represent approximately 97% of the outstanding shares of SoundBite.

Sonar Merger Sub and SoundBite will promptly complete a “short-form” merger under Delaware law and SoundBite will become a direct wholly-owned subsidiary of Genesys. The merger is expected to be completed on or about July 3, 2013. As a result of the merger, any shares of SoundBite common stock not previously tendered will be cancelled and shall cease to exist and (other than shares owned by SoundBite (including treasury shares), Genesys, Sonar Merger Sub, or by stockholders of SoundBite who have exercised their appraisal rights pursuant to Section 262 of the Delaware General Corporation Law) will be converted into the right to receive the same $5.00 per share in cash paid in the tender offer. Following the merger, SoundBite’s common stock will cease to be traded on The NASDAQ Global Market.

News Facts:

• Genesys completes tender offer to acquire SoundBite.

• The acquisition will 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 will add 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 Quote:

“The completion of this tender marks an important step in our effort to bring the industry’s most comprehensive portfolio of self-service and contact center cloud solutions to market,” said Paul Segre, President and CEO of Genesys. “We are excited by the opportunity to offer customers new business-user applications for marketing, self-service, payments and collections with the SoundBite acquisition.”

About Genesys

Genesys is a leading provider of customer engagement and contact center solutions. With more than 3,500 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

Cautionary Note Regarding Forward Looking Statements

Investors are cautioned that statements in this press release that are not strictly historical statements, including, without limitation, statements regarding 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. 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, 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 Merger Sub, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by SoundBite. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of the date of this filing.

CONTACT

Dominic Weeks (SHIFT Communications)

genesys@shiftcomm.com

617-779-1800