UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549




Form 10-K/A


Amendment
No. 1  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-33790
 
 SoundBite Communications, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction 
of Incorporation or Organization)
    
    04-3520763(I.R.S. Employer
Identification Number)22 Crosby Drive 
Bedford, Massachusetts(Address of Principal Executive Offices)
    
    01730(Zip Code)
 Registrants telephone number, including area code: (781) 897-2500
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share
    
    The NASDAQ Global Market
 Securities registered pursuant to Section 12(g) of the Act:
 None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company 
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EXPLANATORY NOTE
 On March 18, 2009, we filed our annual report on Form 10-K for the fiscal year ended December
31, 2008. In accordance with the rules of the SEC, the information required to be filed in Part
III of the annual report was to be incorporated by reference for a definitive proxy statement that
we expected to file within 120 days of December 31, 2008.
 On April 21, 2009, we announced that James Milton would commence serving as our President and
Chief Executive Officer on May 1, 2009 and that Mr. Milton would be nominated for election as a
director at our 2009 annual meeting of stockholders. In light of the timing of the hiring of Mr.
Milton, the board of directors determined that the 2009 annual meeting should be deferred until
June 2009 and, as a result, the distribution of the definitive proxy statement for the annual
meeting would be deferred until early May 2009. Because the definitive proxy statement is no
longer expected to be filed within 120 days of December 31, 2008, we are filing this amendment to
the annual report in order to provide the Part III information previously omitted from the annual
report.
 
 TABLE OF CONTENTS
 PART III
 PageItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    1Item 11.
    
    Executive Compensation
    
    
    8Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    15Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    18Item 14.
    
    Principal Accounting Fees and Services
    
    
    19 PART
IV
 Item 15.
    
    Exhibits and Financial Statement
Schedules
    
    
    20Signatures
    
    
    21
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 EXECUTIVE OFFICERS AND DIRECTORS
 Biographical Information
  Name
    
    Age
    
    PositionPeter R. Shields
    
    
    51
    
    
    Chief Executive Officer, President and DirectorJames A. Milton
    
    
    48
    
    
    Chief Executive Officer- and President-Elect and Director NomineeRobert C. Leahy
    
    
    56
    
    
    Chief Operating Officer and Chief Financial OfficerTimothy R. Segall
    
    
    49
    
    
    Chief Technology OfficerMark D. Friedman
    
    
    46
    
    
    Chief Marketing and Business Development OfficerJeffery J. Struzenski
    
    
    52
    
    
    Executive Vice President, SalesNoreen L. Henrich
    
    
    52
    
    
    Vice President, Client ManagementEric R. Giler
    
    
    53
    
    
    DirectorJames A. Goldstein
    
    
    41
    
    
    DirectorVernon F. Lobo
    
    
    43
    
    
    DirectorJustin J. Perreault
    
    
    45
    
    
    DirectorJames J. Roszkowski
    
    
    50
    
    
    DirectorEileen M. Rudden
    
    
    58
    
    
    DirectorRegina O. Sommer
    
    
    51
    
    
    Director
 Peter R. Shields
 James A. Milton
 Robert C. Leahy
 1




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Timothy R. Segall
 Mark D. Friedman
 Jeffery J. Struzenski
 Noreen L. Henrich
 Eric
R. Giler
 James A. Goldstein
 Vernon F. Lobo
 Justin J. Perreault
 James J. Roszkowski
 Eileen M. Rudden
 Regina O. Sommer
 2




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Family and Other Relationships
  BOARD OF DIRECTORS
 Composition
  
    
    The class I directors consist of Justin Perreault, James Roszkowski and Eileen Rudden.
Their terms will expire at the annual meeting of stockholders to be held in 2011.
    
    The class II directors consist of Vernon Lobo and Regina Sommer. Their terms will
expire at this years annual meeting of stockholders, which currently is expected to be
held in June 2009. The board has nominated Mr. Lobo and Ms; Sommer for re-election, and
James Milton for election, as class II directors at the 2009 annual meeting.
    
    The class III directors consist of Eric Giler, James Goldstein and Peter Shields. Mr.
Shields had notified us that he will resign as a director effective April 30, 2009. The
terms of Messrs. Giler and Goldstein will expire at the annual meeting of stockholders to
be held in 2010.
   Director Attendance at Meetings
   Board Committees
 www.soundbite.com
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Audit Committee
  
    
    appointing, approving the compensation of, and assessing the independence of our
registered public accounting firm;
    
    overseeing the work of the registered public accounting firm, including through the
receipt and consideration of certain reports from such firm;
    
    reviewing and discussing our annual and quarterly financial statements and related
disclosures with management and the registered public accounting firm;
    
    monitoring our internal control over financial reporting, disclosure controls and
procedures, and code of business conduct and ethics;
    
    establishing policies regarding hiring employees from the registered public accounting
firm and procedures for the receipt and retention of accounting related complaints and
concerns;
    
    meeting independently with our internal auditing staff, registered public accounting
firm and management; and
    
    reviewing and approving or ratifying any related-person transactions.
  Compensation Committee
  
    
    annually reviewing and approving corporate goals and objectives relevant to chief
executive officer compensation;
    
    reviewing and approving, or making recommendations to the board with respect to, the
compensation of the chief executive officer and other executive officers;
    
    overseeing an evaluation of executive officers;
    
    overseeing and administering cash and equity incentive plans; and
    
    reviewing and making recommendations to the board with respect to director compensation.
  Nominating and Corporate Governance Committee
  
    
    identifying individuals qualified to become members of the board of directors;
    
    recommending to the board the persons to be nominated for election as directors and to
each of the boards committees;
    
    developing and recommending to the board corporate governance principles; and
    
    overseeing an annual evaluation of the board.
 4




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Director Compensation
  (a)
    
    an annual retainer fee of $25,000 for service on the board;(b)
    
    additional annual retainer fees for board committee service as follows:
 Chair of audit committee
    
    $
    10,000Other members of audit committee
    
    
    3,000Chair of compensation committee
    
    
    7,500Other members of compensation committee
    
    
    3,000Chair of nominating and corporate governance committee
    
    
    5,000Other members of nominating and corporate governance committee
    
    
    2,000
 (c)
    
    a meeting fee of $1,000 for each meeting of the board, the audit committee, the
compensation committee or the nominating and corporate governance committee attended in
person or by telephone; and(d)
    
    the grant, as of each annual stockholder meeting, of a stock option exercisable to
purchase 13,000 shares of common stock at a price equal to the fair market value of the
common stock on the grant date.
    Audit Committee Report
  The Auditors Communication with Those Charged with Governance
  5




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By the Audit Committee of the Board of Directors
of SoundBite Communications, Inc.
Regina O. Sommer (Chair)
Vernon F. Lobo
Justin J. Perreault CORPORATE GOVERNANCE
  www.soundbite.com
 Corporate Governance Guidelines
  
    
    the boards principal responsibility is to oversee the management of our company;
    
    a majority of the members of the board shall be independent directors;
    
    the independent directors shall meet regularly in executive session;
    
    directors shall have full and free access to management and, as necessary and
appropriate, independent advisors;
    
    new directors shall participate in an orientation program and all directors will be
expected to participate in continuing director education on an ongoing basis; and
    
    at least annually, the board and its committees shall conduct self-evaluations to
determine whether they are functioning effectively.
 Communicating with Independent Directors
   6




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Code of Business Conduct and Ethics
 www.soundbite.com
 LIMITATION OF LIABILITY AND INDEMNIFICATION
  
    
    any breach of the directors duty of loyalty to us or our stockholders;
    
    any act or omission not in good faith or that involves intentional misconduct or a
knowing violation of law;
    
    voting or assenting to unlawful payments of dividends, stock repurchases or other
distributions; or
    
    any transaction from which the director derived an improper personal benefit.
     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  7




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ITEM 11. EXECUTIVE COMPENSATION
 EXECUTIVE COMPENSATION TABLES
 Summary
Compensation Table
  Non-Equity
    
    All OtherOption
    
    Incentive Plan
    
    CompensationName and Principal Position
    
    Year
    
    Salary($)
    
    Awards($)(1)
    
    Compensation ($)
    
    ($)(2)
    
    Total($)Peter R. Shields
    
    
    2008
    
    
    $
    300,000
    
    
    $
    176,132
    
    
    $
    80,867
    
    
    $
    10,188
    
    
    $
    567,187President and Chief
Executive Officer
    
    
    2007
    
    
    
    260,000
    
    
    
    64,426
    
    
    
    157,479
    
    
    
    24,663
    
    
    
    506,5682006
    
    
    
    240,000
    
    
    
    7,487
    
    
    
    148,000
    
    
    
    10,313
    
    
    
    405,800Robert C. Leahy
    
    
    2008
    
    
    
    240,000
    
    
    
    156,264
    
    
    
    44,477
    
    
    
    10,185
    
    
    
    450,926Chief Operating Officer
and Chief Financial
Officer
    
    
    2007
    
    
    
    225,000
    
    
    
    62,158
    
    
    
    87,488
    
    
    
    16,651
    
    
    
    391,297Timothy R. Segall
    
    
    2008
    
    
    
    226,000
    
    
    
    80,416
    
    
    
    30,325
    
    
    
    10,174
    
    
    
    346,915Chief Technology Officer
    
    
    2007
    
    
    
    200,000
    
    
    
    29,464
    
    
    
    26,246
    
    
    
    23,498
    
    
    
    279,2082006
    
    
    
    187,500
    
    
    
    
    
    
    
    30,000
    
    
    
    9,697
    
    
    
    227,197
 
 (1)
    
    The amounts shown represent compensation expense recognized for financial statement purposes
under Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment,
or SFAS No. 123R, with respect to stock options granted to the named executive officers. Each
stock option was granted with an exercise price equal to the fair market value of the common
stock on the grant date. For a discussion of the assumptions relating to our valuations of
the stock options, see note 2 to the financial statements included in our annual report on
Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on March 18, 2009.(2)
    
    The amounts shown include, with respect to each of Messrs. Shields and Segall, travel, hotel
and other expenses of $9,768 in 2008 and $12,584 in 2007 relating to sales recognition trips.
All other amounts consist of premiums for dental plans, medical plans, accidental death and
dismemberment insurance, and long-term disability insurance. Grants
of Plan-Based Awards
  All Other Option Awards:
    
    Exercise or Base
    
    Grant Date Fair Value ofNumber of Securities
    
    Price of Option
    
    Stock and OptionName
    
    Grant Date
    
    Underlying Options(#)(1)
    
    Awards($/Sh)(2)
    
    Awards($)(3)Peter R. Shields
    
    
    3/17/08
    
    
    
    50,000
    
    
    $
    4.85
    
    
    $
    28,400Robert C. Leahy
    
    
    3/17/08
    
    
    
    30,000
    
    
    
    4.85
    
    
    
    17,040Timothy R. Segall
    
    
    3/17/08
    
    
    
    30,000
    
    
    
    4.85
    
    
    
    17,040
 
 (1)
    
    See note 1 to the table set forth under Summary Compensation Table above for information
about these stock options.(2)
    
    Stock options were granted with exercise prices equal to the fair market value of the common
stock on the grant date.(3)
    
    The amounts shown represent compensation expense recognized for financial statement purposes
under SFAS No. 123R. 8




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Outstanding
Equity Awards at 2008 Year End
  Number of Securities UnderlyingUnexercised Options(#)(1)
    
    Option Exercise
    
    Option ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price($)
    
    DatePeter R. Shields
    
    
    485,549
    
    
    
    
    
    
    
    0.35
    
    
    
    8/04/1357,126
    
    
    
    9,754
    
    
    
    0.49
    
    
    
    7/27/1551,333
    
    
    
    10,267
    
    
    
    0.66
    
    
    
    8/30/1519,250
    
    
    
    24,750
    
    
    
    8.70
    
    
    
    3/01/1713,541
    
    
    
    36,459
    
    
    $
    4.85
    
    
    
    3/16/18Robert C. Leahy
    
    
    89,297
    
    
    
    69,456
    
    
    
    1.01
    
    
    
    10/09/1611,550
    
    
    
    14,850
    
    
    
    8.70
    
    
    
    3/01/178,125
    
    
    
    21,875
    
    
    
    4.85
    
    
    
    3/16/18Timothy R. Segall
    
    
    1,237
    
    
    
    
    
    
    
    3.41
    
    
    
    6/07/1138,987
    
    
    
    
    
    
    
    0.69
    
    
    
    12/01/1152,800
    
    
    
    
    
    
    
    0.35
    
    
    
    4/10/1370,400
    
    
    
    
    
    
    
    0.35
    
    
    
    1/15/1442,900
    
    
    
    2,860
    
    
    
    0.49
    
    
    
    7/27/1514,300
    
    
    
    12,100
    
    
    
    7.16
    
    
    
    2/15/178,125
    
    
    
    21,875
    
    
    
    4.85
    
    
    
    3/16/18
 
 (1)
    
    All awards listed in this table were stock options granted under our 2000 Stock Option Plan,
except that the last grant of stock options to each officer was made under our 2007 Stock
Incentive Plan. Unless otherwise indicated, shares vest in equal monthly installments over
four years. Upon a merger or consolidation effecting a change in control, a sale of all or
substantially all of our assets, or a sale of a majority of our outstanding voting securities,
25% of the then-unvested shares subject to each of these options will vest. As described
under AgreementsChange in Control Agreements below, as of December 31, 2008 each of the
named executive officers was party to an agreement under which the unvested shares underlying
his stock options will vest in full if (a) appropriate arrangements are not made for the
continuation of those options following a change in control or (b) his employment is
terminated by us without cause, or by him for specified reasons, within six months after a
change in control. Option
Exercises
  COMPENSATION PLANS
 Equity Compensation Plans
  2007 Stock Incentive Plan
  9




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
    
    1,500,000 shares of common stock;
    
    5% of the number of shares of common stock outstanding as of such date; and
    
    an amount determined by the board of directors.
    
    
    the number of shares subject to the stock option;
    
    the exercise price of the stock option, which may be no less than the fair market value
of the common stock on the grant date;
    
    the vesting schedule of the stock option;
    
    the duration of the stock option; and
    
    the manner of payment of the exercise price of the stock option.
  
    
    the number of shares subject to the restricted stock award;
    
    the purchase price, if any, of the restricted stock award;
    
    the vesting schedule of the restricted stock award; and
    
    the manner of payment of the purchase price, if any, for the restricted stock award.
  2000 Stock Option Plan
  401(k) Plan
  10




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2008 MANAGEMENT CASH COMPENSATION PLAN
   Base Salary
   
    
    Peter Shields, $300,000;
    
    Robert Leahy, $240,000; and
    
    Timothy Segal, $225,000.
 Variable Performance-Based Compensation
   
    
    The Revenue Growth portion provided for 33% of a Plan Executives bonus to be earned and
paid based upon actual revenue achievement when compared to Compensation Plan revenue
levels. The Revenue Growth performance was measured and, if earned, paid on a quarterly
basis.
    
    The Pro Forma Net Income portion provided for 33% of a Plan Executives bonus to be
earned and paid based upon actual pro forma net income achievement when compared to
Compensation Plan pro forma net income levels. For the purposes of the Compensation Plan,
Pro Forma Net Income was defined as net income (as determined in accordance with U.S.
generally accepted accounting principles) plus expense recorded in accordance with SFAS No.
123R. The Pro Forma Net Income performance was measured and, if earned, paid on a
quarterly basis. For purposes of the exceeding Compensation Plan bonus, a minimum
threshold of pro forma net income must be attained for the full year.
    
    The Organizational Goals and Objectives portion provided for 34% of a Plan Executives
bonus to be earned and paid based upon achievement of previously agreed to goals and
objectives. The Organizational Goals and Objectives performance was measured and, if
earned, paid after year end. The major areas addressed by these goals and objectives
included new product launches, business development, marketing programs, security,
financial systems and controls implementation, operational efficiency, and research and
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development quality. Individual participants will incorporate these goals based upon their
respective roles, responsibility, and position.
   Revenue
    
    Pro Forma Net
    
    OrganizationalName
    
    Growth
    
    Income
    
    Goals and Objectives
    
    TotalPeter R. Shields
Target bonus amounts
    
    $
    66,000
    
    
    $
    66,000
    
    
    $
    68,000
    
    
    $
    200,000Actual bonus amounts paid
    
    
    11,196
    
    
    
    11,429
    
    
    
    58,242
    
    
    
    80,867Robert C. Leahy
Target bonus amounts
    
    
    36,300
    
    
    
    36,300
    
    
    
    37,400
    
    
    
    110,000Actual bonus amounts paid
    
    
    6,158
    
    
    
    6,286
    
    
    
    32,033
    
    
    
    44,477Timothy R. Segall
Target bonus amounts
    
    
    24,750
    
    
    
    24,750
    
    
    
    25,500
    
    
    
    75,000Actual bonus amounts paid
    
    
    4,199
    
    
    
    4,286
    
    
    
    21,841
    
    
    
    30,325
 COMPENSATION AGREEMENTS
 Executive Retention Agreements
 Description of Executive Retention Agreements
  
    
    accrued base salary, commission and vacation pay;
    
    the product of (a) his annual bonus for the most recently completed fiscal year
multiplied by (b) a fraction, the numerator of which will be the number of days elapsed in
the current fiscal year through the termination date and the denominator of which will be
365; and
    
    the product of (a) his highest base salary received in the twelve-month period preceding
the termination date plus his commission, if any, for the most recently completed fiscal
year, multiplied by (b) 1.5 in the case of Mr. Shields, 1.0 in the case of Mr. Leahy or Mr.
Segall, or 0.5 in the case of Mr. Friedman or Mr. Struzenski.
   12




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Recent Events
  
    
    his base salary and vacation pay accruing through April 30, 2009;
    
    $26,586, which is the product of (a) his annual bonus for 2008 multiplied by (b) a
fraction, the numerator of which is the number of days elapsed in 2009 through his
termination date and the denominator of which is 365; and
    
    $450,000, which is the product of (a) his highest base salary received in the
twelve-month period preceding the termination date multiplied by (b) 1.5.
   Change in Control Agreements
 Description of Change in Control Agreements
  
    
    25% of the Executives unvested options will accelerate and vest upon a change in
control (as defined below), except that all of the unvested options will accelerate and
vest if appropriate arrangements are not made for the continuation of those options
following the change in control; and
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
    
    all of the Executives then-unvested options will accelerate and vest if, within six
months after a change in control, (a) his employment is terminated without cause, (b) his
position, authority or responsibilities are diminished, or (c) his worksite is relocated
more than 50 miles from his prior location.
   Change in Control Payments Table
   Stock OptionName
    
    Triggering Event
    
    AccelerationPeter R. Shields
    
    Change in control only
    
    $
    1,668Termination following a change in control
    
    
    6,672Robert C. Leahy
    
    Change in control only
    
    
    4,076Termination following a change in control
    
    
    16,306Timothy R. Segall
    
    Change in control only
    
    
    579Termination following a change in control
    
    
    2,317
 Recent Events
  
    
    upon a change in control (as defined below) occurring during a period specified below,
the percentage of his unvested options specified under Initial Vesting below will
accelerate and vest, except that the percentage of the unvested options specified under
Subsequent Vesting below will accelerate and vest if appropriate arrangements are not
made for the continuation of those options following the change in control:
 Date of Change in Control
    
    Initial Vesting
    
    Subsequent VestingFrom May 1, 2009 through May 31, 2009
    
    
    0
    %
    
    
    0
    %From June 1 through June 30, 2009
    
    
    4-1/6
    %
    
    
    16-2/3
    %From July 1 through July 31, 2009
    
    
    8-1/3
    %
    
    
    33-1/3
    %From August 1, 2009 through August 31, 2009
    
    
    12-1/2
    %
    
    
    50
    %From September 1, 2009 through September 30, 2009
    
    
    16-2/3
    %
    
    
    66-2/3
    %From October 1, 2009 through October 31, 2009
    
    
    20-5/6
    %
    
    
    83-1/3
    %On or after November 1, 2009
    
    
    25
    %
    
    
    100
    %
  14




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
    
    the percentage of his unvested options specified under Subsequent Vesting below will
accelerate and vest if, within six months after a change in control, (a) his employment is
terminated without cause, (b) his position, authority or responsibilities are diminished,
or (c) his worksite is relocated more than 50 miles from our current corporate
headquarters.
   2008 DIRECTOR COMPENSATION
  Fees Earned orName
    
    Paid in Cash($)
    
    Option Awards($)(1)
    
    TotalEric R. Giler
    
    $
    69,785
    
    
    $
    13,365
    
    
    $
    83,150James J. Roszkowski
    
    
    58,000
    
    
    
    20,009
    
    
    
    78,009Eileen M. Rudden
    
    
    28,625
    
    
    
    25,237
    
    
    
    53,862Regina O. Sommer
    
    
    86,333
    
    
    
    47,203
    
    
    
    133,536
 
 (1)
    
    The amounts shown represent compensation expense recognized for financial statement purposes
under SFAS No. 123R with respect to stock options granted to directors. Each stock option was
granted with an exercise price equal to the fair market value of the common stock on the
grant date. For a discussion of the assumptions relating to our valuations of stock options,
see note 2 to the financial statements included in our annual report on Form 10-K for the
fiscal year ended December 31, 2008, as filed with the SEC on March 18, 2008. In 2008, (a)
each of Mr. Giler, Mr. Roszkowski and Ms. Sommer was granted a stock option to acquire 13,000
shares of common stock, each of which options had a full grant date fair value of $21,778, and
(b) Ms. Rudden was granted a stock option to acquire 25,000 shares of common stock, which
option had a full grant date fair value of $41,123. As of December 31, 2008: 
    
    Mr. Giler held options to purchase 49,520 shares at a weighted average exercise price of
$1.26 per share, of which 30,433 shares had vested;
    
    Mr. Roszkowski held options to purchase 49,520 shares at a weighted average exercise
price of $1.52 per share, of which 28,150 shares had vested;
    
    Ms. Rudden held options to purchase 25,000 shares at an exercise price of $2.94 per
share, of which 22,916 shares had vested; and
    
    Ms. Sommer held options to purchase 49,520 shares at a weighted average exercise price
of $4.42 per share, of which 21,303 shares had vested.
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 PRINCIPAL STOCKHOLDERS
  
    
    each beneficial owner of more than five percent of the outstanding common stock;
    
    each of the directors, the director nominee and each of the named executive officers;
and
    
    all of the directors and executive officers as a group.
  15




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Beneficial Ownership Prior to OfferingRight to Acquire
    
    SharesOutstanding Shares
    
    Within 60 days of
    
    BeneficiallyName and Address of Beneficial Owner
    
    Beneficially Owned
    
    March 1, 2009
    
    Owned
    
    Percentage5% Stockholders:North Bridge Venture Partners
    
    
    4,736,509
    
    
    
    
    
    
    
    4,736,509
    
    
    
    30.3
    %950 Winter Street, Suite 4600
Waltham, MA 02451Mosaic Venture Partners
    
    
    2,140,334
    
    
    
    
    
    
    
    2,140,334
    
    
    
    13.765 Front Street East, Suite 200
Toronto, Ontario M5E 1B5Commonwealth Capital Ventures
    
    
    1,688,916
    
    
    
    
    
    
    
    1,688,916
    
    
    
    10.8950 Winter Street, Suite 4100
Waltham, MA 02451BC Advisors, LLC
300 Crescent Court, Suite 1111
Dallas, Texas 75201
    
    
    807,482
    
    
    
    
    
    
    
    807,482
    
    
    
    5.2Directors and Executive Officers:James A. Goldstein
    
    
    4,736,509
    
    
    
    
    
    
    
    4,736,509
    
    
    
    30.3Vernon F. Lobo
    
    
    2,140,334
    
    
    
    
    
    
    
    2,140,334
    
    
    
    13.7Justin J. Perreault
    
    
    1,688,916
    
    
    
    
    
    
    
    1,688,916
    
    
    
    10.8Peter R. Shields
    
    
    55,733
    
    
    
    696,905
    
    
    
    752,638
    
    
    
    4.6Timothy R. Segall
    
    
    34,083
    
    
    
    262,832
    
    
    
    296,915
    
    
    
    1.9Robert C. Leahy
    
    
    
    
    
    
    124,402
    
    
    
    124,402
    
    
    
    *Mark D. Friedman
    
    
    
    
    
    
    36,979
    
    
    
    36,979
    
    
    
    *Jeffery J. Struzenski
    
    
    
    
    
    
    18,750
    
    
    
    18,750
    
    
    
    *Eric R. Giler
    
    
    
    
    
    
    30,433
    
    
    
    30,433
    
    
    
    *James J. Roszkowski
    
    
    
    
    
    
    28,150
    
    
    
    28,150
    
    
    
    *Regina O. Sommer
    
    
    
    
    
    
    21,303
    
    
    
    21,303
    
    
    
    *Eileen M. Rudden
    
    
    
    
    
    
    22,916
    
    
    
    22,916
    
    
    
    *All executive officers and directors as a group
(15 persons)
    
    
    8,655,575
    
    
    
    1,258,069
    
    
    
    9,913,644
    
    
    
    63.1
 
 *
    
    Less than one percent.   16




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##### 



EQUITY COMPENSATION PLAN INFORMATION
  (c)Number ofsecurities(a)
    
    
    
    
    
    
    remaining availableNumber of
    
    
    
    
    
    
    for future issuancesecurities to be
    
    
    (b)
    
    
    under equityissued upon
    
    
    Weighted-average
    
    
    compensation plansexercise of
    
    
    exercise price
    
    
    (excludingoutstanding
    
    
    of outstanding
    
    
    securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in columnPlan Category
    
    and rights
    
    
    and rights
    
    
    (a))Equity compensation plans approved
by security holders(1)
    
    
    2,471,044
    
    
    $
    2.24
    
    
    
    861,208
    (2)Equity compensation plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,471,044
    
    
    $
    2.24
    
    
    
    861,208
 
 (1)
    
    These are our 2000 Stock Option Plan and 2007 Stock Incentive Plan.(2)
    
    No shares are available for future award under our 2000 Stock Option Plan. As of December
31, 2008, stock options were outstanding under the 2007 Stock Incentive Plan to purchase up to
760,670 shares of common stock and 861, 208 shares of common stock were available for future
grant, subject to increase to the extent any shares of common stock subject to awards
outstanding under the 2000 Stock Option Plan expire, terminate, or are otherwise surrendered,
canceled, forfeited or repurchased by us at their original issuance price pursuant to a
contractual repurchase right. In addition, the 2007 Stock Incentive Plan contains an
evergreen provision, the terms of which are described under Item 11. Executive
CompensationCompensation PlansEquity Compensation Plans2007 Stock Incentive Plan above. 17




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##### 



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 RELATED-PARTY TRANSACTIONS
  
    
    in which we participate;
    
    that involves an amount in excess of $120,000; and
    
    in which a related party has a direct or indirect material interest.
    
    
    the related partys interest in the related-party transaction;
    
    the dollar value of the amount involved in the related-party transaction;
    
    the dollar value of the amount of the related partys interest in the transaction;
    
    whether the transaction was undertaken in the ordinary course of our business;
    
    whether the terms of the transaction are no less favorable to us than terms that could
have been reached with an unrelated third party;
    
    the purpose of, and the potential benefits to us of, the transaction; and
    
    any other information that would be material to investors in light of the circumstances
of the transaction.
   
    
    interests arising solely from the related partys position as an executive officer of
another entity (whether or not the person is also a director of such entity) that is a
participant in the transaction, where (a) the related party and all other related parties
own in the aggregate less than a 10% equity interest in such entity, (b) the related party
and his or her immediate family members are not involved in the negotiation of the terms of
the transaction and do not receive any special benefits as a result of the transaction, and
(c) the amount
 18




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##### 



involved in the transaction is less than the greater of $200,000 and 5% of the annual gross
revenues of the company receiving payment in the transaction; and
 
    
    a transaction that is specifically contemplated by provisions of our charter or bylaws.
  BOARD DETERMINATION OF INDEPENDENCE
   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 Audit and Related Fees
  Fee Category
    
    2008
    
    
    2007Audit fees(1)
    
    $
    608,205
    
    
    $
    1,275,400Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    608,205
    
    
    $
    1,275,400
 
 (1)
    
    These fees relate to professional services rendered for (a) audits of our financial
statements, (b) reviews of our quarterly financial statements, (c) services rendered in 2007
in connection with the registration statement on Form S-1 filed with the SEC in connection
with our initial public offering, and (d) services related to other regulatory filings. 19




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##### 



Audit Committee Pre-Approval Policy and Procedures
   PART IV
 Item 15. Exhibits and Financial Statement Schedules
 Exhibit
    
    
    
    Filed
    
    
    
    Filing Date
    
    ExhibitNumber
    
    Description of Exhibit
    
    Herewith
    
    Form
    
    with SEC
    
    Number31.1
    
    Certification of
principal executive
officer pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002
    
    X31.2
    
    Certification of
principal financial
officer pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002
    
    X
 20




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##### 



SIGNATURES
  SOUNDBITE COMMUNICATIONS, INC.Date:  April 30, 2009
    By:
    /s/  Peter R. ShieldsPeter R. ShieldsPresident and Chief Executive Officer  Signature
    
    Title/s/ Peter R. Shields
    
    Chief Executive Officer, President and DirectorPeter R. Shields
    
    (Principal Executive Officer)/s/ Robert C. Leahy
    
    Chief Operating Officer and Chief Financial OfficerRobert C. Leahy
    
    (Principal Financial and Accounting Officer)/s/ Eric R. Giler
    
    DirectorEric R. GilerDirectorJames A. Goldstein/s/ Vernon F. Lobo
    
    DirectorVernon F. Lobo/s/ Justin J. Perreault
    
    DirectorJustin J. Perreault/s/ James J. Roszkowski
    
    DirectorJames J. RoszkowskiDirectorEileen Rudden/s/ Regina O. Sommer
    
    DirectorRegina O. Sommer
 21