SC TO-C

As filed with the Securities and Exchange Commission on December 22, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

ShoreTel, Inc.

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Stock Options Granted Under Certain ShoreTel, Inc. Equity Plans to Purchase Common Stock

(Title of Class of Securities)

825211-105

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Michael E. Healy

Chief Financial Officer

ShoreTel, Inc.

960 Stewart Drive

Sunnyvale, California 94085

(408) 331-3300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Jeffrey R. Vetter, Esq.

Fenwick & West LLP

801 California St.

Mountain View, CA 94041

Telephone: (650) 988-8500

Facsimile: (650) 938-5200

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
Not Applicable	Not Applicable

¨ 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: Not applicable.	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 below to designate any transactions to which the statement relates:

¨ Third-party tender offer subject to Rule 14d-1.

x 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: ¨

Exhibit 99.1 to this filing is ShoreTel, Inc.’s Preliminary Proxy Statement for the Special Meeting of Stockholders tentatively scheduled for February 2, 2009 (the “Proxy Statement”), the purpose of which is to approve a stock option exchange program (the “Option Exchange Program”).

Exhibit 99.2 to this filing is an email sent by John W. Combs, ShoreTel, Inc.’s President and Chief Executive Officer to all ShoreTel employees on December 22, 2008 (“Company Email”) describing to the employees the terms of the proposed Option Exchange Program.

The Option Exchange Program described in the Proxy Statement and Company Email has not yet commenced. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the Option Exchange Program. ShoreTel will file the Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC) upon the commencement of the proposed Option Exchange Program. These materials and other documents filed by ShoreTel with the SEC will be available free of charge from the SEC’s website at www.sec.gov. In addition, persons who are eligible to participate in the Option Exchange Program may obtain free copies of the documents filed with the SEC by contacting ShoreTel’s Stock Administration Department at 960 Stewart Avenue, Sunnyvale, California 94085.

ITEM 12. EXHIBITS.

99.1 Preliminary Proxy Statement for the Special Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on December 22, 2008 and incorporated herein by reference.

99.2 Company Email dated December 22, 2008.

EX-99.2

Exhibit 99.2

December 22, 2009

Team

I am very happy to announce that our Board of Directors has approved an employee stock option exchange program. If approved by our stockholders, eligible U.S. employees who currently have stock options with an exercise price of $9.50 or higher will have the ability to exchange these options at a 1 for 1 ratio for new stock options that will begin vesting over a new four year vesting period. The exercise price for these new options will be set at their fair market value at the end of the offering period, which we currently expect to be in early February 2009.

ShoreTel’s success is highly dependent on attracting, motivating and retaining the best employees in the industry. Like many companies, we have used stock options as a vehicle for this purpose. However, over 50 percent of our employees are currently holding stock options with exercise prices that are significantly higher than the IPO price of $9.50 per share. This represents approximately 3.3 million options not serving the purpose for which they were intended – Employee Motivation and Retention. I’m optimistic that, after our stockholders review the thoughtful analysis completed by our Board of Directors, they too will conclude that this program is in the best interest of our company and our stockholders.

Here are the general details of the stock option exchange program:

Eligibility: All U.S. employees with stock options priced at $9.50 and above

Exchange Ratio: 1 for 1. For example; if you exchange an old grant of 1000 shares, priced at $11.40 per share, you will receive 1000 new shares with a new strike price and vesting schedule, as noted below.

Participation: Voluntary

Vesting Period: New 4 year vest with a 1 year cliff for new hire grants & a 2 year cliff for refresher grants.

Option Term: Seven-year term

Strike Price: Fair market value (FMV) of ShoreTel stock price and the end of the offering period which we currently expect to be on or about February 3, 2009.

You will receive a detailed information package regarding the program in early January and we will host a number of Q& A sessions to ensure all eligible employees understand the plan and can make an informed decision regarding their individual participation. These Q&A sessions will be held after the holidays, during the week of January 5^th. We expect to distribute detailed information about the stock option exchange program during that week as well.

We have an exceptional team of employees who are committed to ShoreTel’s ongoing success. We trust that the proposed stock option exchange program demonstrates the Company’s commitment to retain our employees for the long-term.

Happy Holidays,

JWC

The tender offer described in this notice has not yet commenced. Persons who are eligible to participate in the tender offer should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the tender offer. ShoreTel

will file the Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC) upon the commencement of the tender offer. ShoreTel stockholders and option holders will be able to obtain these written materials and other documents filed by ShoreTel with the SEC free of charge from the SEC’s website at www.sec.gov.

In connection with the proposal to be voted on by stockholders discussed in this notice, ShoreTel intends to file relevant materials with the SEC, including a proxy statement. Investors and security holders of ShoreTel are urged to read such materials when they become available because they will contain important information about the proposal to be voted on by stockholders referenced in this notice. The proxy statement and other relevant materials (when they become available), and any other documents filed by ShoreTel with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by ShoreTel by directing a written request to: ShoreTel, Inc. 960 Stewart Drive, Sunnyvale, California 94085, Attention: Investor Relations Department. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the tender offer described in this notice.