SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

INTERVOICE, INC.

(Name of Subject Company)

Intervoice, Inc.
(Name of Person Filing Statement)

Common Stock, Without Par Value
(Title of Class of Securities)

461142101
(CUSIP Number of Class of Securities)

Intervoice, Inc.
17811 Waterview Parkway
Dallas, Texas 75252
Attention: Chief Executive Officer
Facsimile: (972) 454-8781

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

David E. Morrison
James R. Griffin
Fulbright & Jaworski L.L.P.
2200 Ross Ave., Suite 2800 
Dallas, Texas 75201-2784  
Facsimile: (214) 855-8200

o

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

 

 

This Amendment No. 4 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2008, as amended by Amendment No. 1 filed with the SEC on August 4, 2008, Amendment No. 2 filed with the SEC on August 8, 2008, and Amendment No. 3 filed with the SEC on August 11, 2008 (the Schedule 14D-9, as previously filed with the SEC and as the same is amended or supplemented from time to time, the “Schedule 14D-9”) by Intervoice, Inc., a Texas corporation (“Intervoice”), relating to the tender offer made by Dialog Merger Sub, Inc. (“Offeror”), a Texas corporation and a wholly-owned subsidiary of Convergys Corporation (“Convergys”), disclosed in a Tender Offer Statement on Schedule TO, dated August 1, 2008, to purchase all of the outstanding shares of common stock, without par value, of Intervoice (the “Common Stock”) at a purchase price of $8.25 per share in cash, without interest thereon, less any required withholding taxes (the “Offer”). The Offer is made upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of July 15, 2008, by and among Convergys, Offeror and Intervoice, the Offer to Purchase, dated August 1, 2008, and in the related Letter of Transmittal. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end thereof:

     After the close of business in Dallas, Texas on Monday, August 11, 2008, Robert E. Ritchey, Chief Executive Officer of Intervoice, and James A. Milton, President and Chief Operating Officer of Intervoice, sent an email to employees of Intervoice attaching a press release regarding the early termination of the statutory waiting period under the HSR Act applicable to the Offer. Copies of the email and the press release, as attached to the email, are filed as Exhibit (a)(13) hereto and are incorporated herein by reference.

Item 9. Exhibits.

Exhibit Number		Exhibit Title
(a)(13)		Email to employees of Intervoice dated August 11, 2008 with attached press release.

SIGNATURE

     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.

Date: August 12, 2008

EXHIBIT INDEX

Exhibit Number		Exhibit Title
(a)(13)		Email to employees of Intervoice dated August 11, 2008 with attached press release.