Audiocodes Ltd. — Regulatory Filings 2005

Apr 6, 2005

6-K 1 zk51456.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \backup\office\EDGAR Filing\Audiocodes Ltd\51456\a51456.eep Control Number: 51456 Rev Number: 1 Client Name: Audiocodes Ltd Project Name: 6-K Firm Name: Zadok-Keinan Ltd 6-K MARKER FORMAT-SHEET="Scotch Rule Top-TNR2" FSL="Workstation" MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

FORM 6-K

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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Report of Foreign Private Issuer

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Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

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For the Month of April, 2005

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AUDIOCODES LTD. (Translation of registrant’s name into English)

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1 Hayarden Street. Airport City, Lod 70151• ISRAEL (Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

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Form 20-F x Form 40-F o

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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________

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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________

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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

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Yes o No x

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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 __

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On April 6, 2005, AudioCodes Ltd. (the “Company”) issued a press release announcing that it has filed a resale shelf registration statement on Form F-3 with the Securities and Exchange Commission, covering resales of $125 million aggregate principal amount of its 2.00% Senior Convertible Notes due 2024 and the ordinary shares issuable upon conversion of such Notes. A copy of the press release is annexed hereto as Exhibit 1.

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The following document is attached hereto and incorporated by reference herein:

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Exhibit 1. Press Release, dated April 6, 2005, announcing the Company's filing of a resale shelf registration statement on Form F-3 with the Securities and Exchange Commission, covering resales of $125 million aggregate principal amount of the Company's 2.00% Senior Convertible Notes due 2024 and the ordinary shares issuable upon conversion of such Notes.

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The information set forth in the first, second, third and fourth paragraphs of the press release attached as Exhibit 1 to this Report on Form 6-K is hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form F-3, Registration No. 333-117703; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-11894; (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13268; (iv) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13378; (v) the Registrant’s Registration Statement on Form S-8, Registration No. 333-105473; and (vi) the Registrant’s Registration Statement on Form F-3, Registration No. 333-123859.

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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AUDIOCODES LTD. (Registrant) BY: /S/ Nachum Falek —————————————— Nachum Falek Chief Financial Officer

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Dated: April 6, 2005

EXHIBIT INDEX

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Exhibit No. Description

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1. Press Release, dated April 6, 2005, announcing the Company's filing of a resale shelf registration statement on Form F-3 with the Securities and Exchange Commission, covering resales of $125 million aggregate principal amount of the Company's 2.00% Senior Convertible Notes due 2024 and the ordinary shares issuable upon conversion of such Notes.