Audiocodes Ltd. — Prospectus 2005

Sep 30, 2005

424B3 1 zk51877.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: C:\Documents and Settings\yaron\Desktop\51877\a51877.eep Control Number: 51877 Rev Number: 1 Client Name: Audiocodes Ltd Project Name: 424B3 Firm Name: Zadok-Keinan Ltd 424B3 MARKER FORMAT-SHEET="Scotch Rule Top-TNR" FSL="Workstation"

Filed Pursuant to Rule 424(b)(3) Registration No. 333-123859

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default"

PROSPECTUS SUPPLEMENT (to prospectus dated June 6, 2005 and supplemented July 12, 2005 and July 27, 2005)

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

$125,000,000 AudioCodes Ltd. 2.00% Senior Convertible Notes due 2024 and Ordinary Shares Issuable Upon Conversion of the Notes

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

This prospectus supplement supplements the prospectus dated June 6, 2005 and supplemented July 12, 2005 and July 27, 2005 (the “prospectus”) of AudioCodes Ltd. relating to the resale by certain of our securityholders or by their transferees, pledgees, donees or other successors (the “selling securityholders”) of up to $125,000,000 aggregate principal amount of our 2.00% Senior Convertible Notes due 2024 and our ordinary shares issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

SELLING SECURITYHOLDERS

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default"

Set forth below, among other things, is the name and address of a selling securityholder who was not identified in the prospectus, the principal amount of the notes beneficially owned by and that may be offered by such selling securityholder pursuant to the prospectus and the number of ordinary shares into which the notes owned by such selling securityholder are convertible. All information concerning beneficial ownership is based upon information provided to us by the selling securityholder. The table of selling securityholders appearing under the heading “Selling Securityholders” in the prospectus is hereby amended to include the selling securityholder named below.

Name and Address of Selling Securityholder — SG Americas Securities, LLC (4)
1221 Avenue of the Americas
New York, NY 10020

MARKER FORMAT-SHEET="Footnote Rule-TNR" FSL="Workstation" MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(1) Assumes $125,000,000 aggregate principal amount of notes outstanding.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(2) Assumes conversion of all of the holder’s notes at a conversion rate of 53.4474 ordinary shares per $1,000 principal amount of notes. This conversion rate will be subject to adjustment as described in the prospectus in the section entitled “Description of Notes—Conversion Rights.” As a result, the number of ordinary shares issuable upon conversion of the notes may increase or decrease in the future.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(3) Includes ordinary shares issuable upon conversion of the notes beneficially owned by the selling securityholder, as reflected in the fifth column of this table. Calculated based on Rule 13d-3(d)(1) of the Exchange Act, assuming 40,154,705 ordinary shares outstanding as of March 31, 2005.

MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation"

(4) The selling securityholder is a registered broker-dealer.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default"

The date of this prospectus supplement is September 30, 2005