Audiocodes Ltd. — M&A Activity 2010

May 13, 2010

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

FORM 6-K

Report of Foreign Private Issuer

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

For the Month of May, 2010

Commission file number 0-30070

AUDIOCODES LTD.

(Translation of registrant’s name into English)

1 Hayarden Street • Airport City, Lod 70151• ISRAEL

(Address of principal executive office)

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

Form 20-F √ Form 40-F

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): ____

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.

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): ____

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.

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.

Yes

No √

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

On May 11, 2010, AudioCodes Ltd. (the “Registrant”) issued a press release announcing an agreement to acquire N.S.C. Natural Speech Communication Ltd. A copy of this press release is annexed hereto as Exhibit 1.

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

Exhibit 1. Press Release, dated May 11, 2010, announcing an agreement to acquire N.S.C. Natural Speech Communication Ltd.

The information set forth in the first and second paragraphs of the press release attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form S-8, Registration No. 333-11894; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13268; (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13378; (iv) the Registrant’s Registration Statement on Form S-8, Registration No. 333-105473; (v) the Registrant’s Registration Statement on Form S-8, Registration No. 333-144825; (vi) the Registrant’s Registration Statement on Form S-8, Registration No. 333-144823; and (vii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-160330.

SIGNATURE

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.

AUDIOCODES LTD. (Registrant)

By: /s/ LIOR ALDEMA Lior Aldema Chief Operating Officer

Dated: May 12, 2010

EXHIBIT INDEX

Exhibit No. Description

1 Press Release, dated May 11, 2010, announcing an agreement to acquire N.S.C. Natural Speech Communication Ltd.

==> picture [191 x 29] intentionally omitted <==

P R E S S R E L E A S E

Contacts Shirley Nakar AudioCodes Tel: +972‐3‐976‐4000 Shirley@audiocodes.com

AudioCodes Acquires N.S.C. Natural Speech Communication Ltd.

Lod, Israel – May 11, 2010 – AudioCodes (NasdaqGS: AUDC), a leading provider of Voice over IP (VoIP) technologies and Voice Network products, today announced that it had entered into an agreement to acquire all of the outstanding equity of N.S.C. Natural Speech Communication Ltd. (“NSC”) that it does not currently own. NSC is based in Israel and is engaged in speech analytics, speech recognition technologies and products. Over the past several years, AudioCodes had made a series of investments in NSC in an aggregate amount of $8.6 million that had raised its ownership interest prior to the execution of this agreement to 59.7% of the outstanding share capital of NSC (51.5% on a fully diluted basis). As of December 1, 2008, AudioCodes began to consolidate the financial results of NSC into the financial results of AudioCodes.

The closing of the transaction, which is subject to regulatory approvals in Israel, is expected to occur in May 2010. Pursuant to the agreement, AudioCodes will pay an aggregate of approximately $1.2 million for the remaining interest in NSC, payable in three annual installments commencing on the first anniversary of the closing. AudioCodes will also be required to pay an additional purchase price of up to $500,000 in 2013 if certain aggregate revenue milestones are met for 2010, 2011 and 2012.

“The acquisition of NSC underscores AudioCodes’ strategy of strengthening its technology base and offerings for the enterprise and residential telephony markets,” said Shabtai Adlersberg, Chairman, President and Chief Executive Officer of AudioCodes. “Speech analytics and speech recognition increasingly become an integral part of emerging media applications and adding these capabilities will help us to increase our competitive edge in our markets.”

About AudioCodes

AudioCodes Ltd. (NasdaqGS: AUDC) designs, develops and sells advanced Voice over IP (VoIP) and converged VoIP and Data networking products and applications to Service Providers and Enterprises. AudioCodes is a VoIP technology leader focused on VoIP communications, applications and networking elements, and its products

AudioCodes Acquires N.S.C. Natural Speech Communication Ltd.

Page 1 of 2

are deployed globally in Broadband, Mobile, Cable, and Enterprise networks. The company provides a range of innovative, cost‐effective products including Media Gateways, Multi‐Service Business Gateways, Residential Gateways, IP Phones, Media Servers, Session Border Controllers (SBC), Security Gateways and Value Added Applications. AudioCodes underlying technology, VoIPerfectHD™, relies primarily on AudioCodes leadership in DSP, voice coding and voice processing technologies. AudioCodes High Definition (HD) VoIP technologies and products provide enhanced intelligibility, and a better end user communication experience in emerging Voice networks. For more information on AudioCodes, visit http://www.audiocodes.com

Statements concerning AudioCodes' business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward‐looking statements'' as that term is defined under U.S. Federal securities laws. Forward‐ looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes' industry and target markets in particular; shifts in supply and demand; market acceptance of new products and continuing products' demand; the impact of competitive products and pricing on AudioCodes' and its customers' products and markets; timely product and technology development/upgrades and the ability to manage changes in market conditions as needed; possible disruptions from acquisitions; the integration of acquired companies’ products and operations into AudioCodes’ business; and other factors detailed in AudioCodes' filings with the Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

© 2010 AudioCodes Ltd. All rights reserved. AudioCodes, AC, AudioCoded, Ardito, CTI2, CTI², CTI Squared, HD VoIP, HD VoIP Sounds Better, InTouch, IPmedia, Mediant, MediaPack, NetCoder, Netrake, Nuera, Open Solutions Network, OSN, Stretto, TrunkPack, VMAS, VoicePacketizer, VoIPerfect, VoIPerfectHD, What’s Inside Matters, Your Gateway To VoIP and 3GX are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

AudioCodes Acquires N.S.C. Natural Speech Communication Ltd.

Page 2 of 2