Audiocodes Ltd. — Regulatory Filings 2009

Oct 20, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 1)

AUDIOCODES LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

2.00% Senior Convertible Notes due 2024

(Title of Class of Securities)

050732AB2 and 050732AA4

(CUSIP Number of Class of Securities)

AudioCodes Inc. 2099 Gateway Plaza San Jose, California 95134

(408) 441-1175

(Name, address and telephone number of person authorized to receive notices and communications on behalf of Filing Person)

Neil Gold, Esq. Manuel G.R. Rivera, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 Telephone: (212) 318-3000 Facsimile: (212) 318-3400

Copies to: Itamar Rosen, Adv. Vice President, Legal Affairs and Company Secretary AudioCodes Ltd. 1 Hayarden Street Airport City, Lod, 70151, Israel Telephone: (972) 3-976-4000 Facsimile: (972) 3-976-4044

Aaron M. Lampert, Adv. Tuvia Geffen, Adv. Naschitz, Brandes & Co. 5 Tuval Street Tel Aviv 67897, Israel Telephone: (972) 3-623-5000 Facsimile: (972) 3-623-5005

CALCULATION OF FILING FEE

Transaction Valuation Amount of Filing Fee* $74,998,000 $4,184.89

• Calculated solely for purposes of determining the filing fee. The Put Option Purchase Price of the 2.00% Senior Convertible Notes due 2024 (the “Notes”), as described herein, is 100% of the aggregate principal amount of the Notes, together with accrued and unpaid interest up to but not including the Put Option Purchase Date. As of October 7, 2009, there was $74,998,000 in aggregate principal amount of the Notes outstanding, resulting in an aggregate maximum Put Option Purchase Price of $74,998,000.

⌧[Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously ] paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $4,184.89 Form or Registration No.: Schedule TO-I Filing party: AudioCodes Ltd. Date filed: October 8, 2009

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

• [third party tender offer subject to Rule 14d-1. ]

• ⌧[issuer tender offer subject to Rule 13e-4. ]

• [going-private transaction subject to Rule 13e-3. ]

• �[amendment to Schedule 13D under Rule 13d-2. ]

Check the following box if the filing is a final amendment reporting the results of the tender offer: �

AMENDMENT NO. 1 TO SCHEDULE TO

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “ Schedule TO ”), filed with the Securities and Exchange Commission on October 8, 2009, by AudioCodes Ltd., an Israeli company (the “ Company ”), with respect to the right of each holder of the Company’s 2.00% Senior Convertible Notes due 2024 (the “ Notes ”), to sell, and the obligation of the Company to purchase, the Notes (the “ Put Option ”), pursuant to the terms of and subject to the conditions set forth in the Indenture, dated as of November 9, 2004, between the Company and U.S. Bank National Association, as trustee, as set forth in the Company Notice to Holders of 2.00% Senior Convertible Notes due 2024, dated October 8, 2009 (the “ Company Notice ”), and the related press release, copies of which were previously filed with the Schedule TO as exhibits.

Extension of the Put Option

The Company Notice is hereby amended as set forth in Exhibit (a)(1)(B), “Amendment to Company Notice to Holders of 2.00% Senior Convertible Notes due 2024 Issued by AudioCodes Ltd.”, dated October 20, 2009. Throughout the Schedule TO and exhibits thereto, all references to the expiration of the Put Option, which was originally scheduled to occur at 5:00 p.m. New York City time on November 9, 2009, are hereby amended to extend the expiration time of the Put Option to 12:00 midnight, Eastern Time, on November 9, 2009.

The information in the Schedule TO and exhibits previously filed with the Schedule TO is incorporated herein by reference in response to the items required in this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically set forth herein. Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

Exhibit Number(a)(1)(B)(a)(5)(B)	DescriptionAmendment to Company Notice to Holders of 2.00% Senior Convertible Notes due 2024 Issued by AudioCodes Ltd.,dated October 20, 2009.Press release announcing extension of the Put Option, issued on October 20, 2009.

• Filed herewith.

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: October 20, 2009

AUDIOCODES LTD.

By: /s/ NACHUM FALEK —————————————— Nachum Falek Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number(a)(1)(A)+(a)(1)(B)(a)(5)(A)+(a)(5)(B)(b)(d)(1)(g)(h)

DescriptionCompany Notice to Holders of 2.00% Senior Convertible Notes due 2024, dated October 8, 2009.Amendment to Company Notice to Holders of 2.00% Senior Convertible Notes due 2024 Issued by AudioCodes Ltd.,dated October 20, 2009.Press release issued on October 8, 2009.Press release announcing extension of the Put Option, issued on October 20, 2009.Not applicable.Indenture, dated as of November 9, 2004, between the Company and the Trustee, filed as Exhibit 4.2 to the Company'sRegistration Statement on Form F-3 (Registration No. 333-123859) filed with the Securities and Exchange Commissionon April 5, 2005, and incorporated herein by reference.Not applicable.Not applicable.

• • Previously filed. * Filed herewith.

3

Exhibit 99(a)(1)(B)

AMENDMENT TO COMPANY NOTICE

TO HOLDERS OF

2.00% SENIOR CONVERTIBLE NOTES DUE 2024

ISSUED BY

AUDIOCODES LTD.

CUSIP Numbers: 050732AB2 and 050732AA4

AudioCodes Ltd. (the “ Company ”) hereby amends the Company Notice to Holders of 2.00% Senior Convertible Notes Due 2024 Issued By AudioCodes Ltd., dated October 8, 2009 (the “ Company Notice ”), as set forth herein. All capitalized terms not otherwise defined herein have the meanings given to them in the Company Notice. Except as amended hereby, all terms of the Company Notice and all other disclosures set forth in the Company Notice remain unchanged.

All references to the expiration of the Put Option, which was originally scheduled to occur at 5:00 p.m., New York City time, on November 9, 2009, are hereby amended to extend the expiration time to 12:00 midnight, Eastern Time, on November 9, 2009. Until that time, if you have previously surrendered Notes through the DTC’s transmittal procedures to exercise the Put Option to have the Company purchase your Notes and receive payment of the Put Right Purchase Price, you may withdraw the surrender of your Notes in the manner described in the Company Notice.

The date of this Amendment to Company Notice is October 20, 2009.

A-1

Exhibit 99(a)(5)(B)

AUDIOCODES NOTIFIES HOLDERS OF 2.00% SENIOR CONVERTIBLE NOTES DUE 2024 OF EXTENSION OF PUT OPTION EXPIRATION

Lod, Israel – October 20, 2009 – AudioCodes Ltd. (NasdaqGS: AUDC), a leading provider of Voice over IP (VoIP) technologies and Voice Network products, is notifying holders of its 2.00% Senior Convertible Notes due 2024 (CUSIP Nos. 050732AB2 and 050732AA4) (the “ Notes ”) that the expiration time of their option, pursuant to the terms of the Notes, to require AudioCodes to purchase, promptly after November 9, 2009, all or a portion of such holders’ Notes (the “ Put Option ”), has been extended until 12:00 midnight, Eastern time, on November 9, 2009, from the previous expiration time of 5:00 p.m., New York City time, on November 9, 2009. Except for this extension of time, all other terms of the Put Option remain unchanged.

In order to exercise the Put Option, a holder must follow the procedures set forth in the applicable notice delivered to holders. Holders may withdraw any previously tendered Notes pursuant to the terms of the Put Option at any time prior to 12:00 midnight, Eastern Time, on November 9, 2009.

This press release is for informational purposes only and is not an offer to purchase, or the solicitation of an offer to purchase, the Notes.

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 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[TM] , 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.

©2009 AudioCodes Ltd. All rights reserved. AudioCodes, AC, AudioCoded, Ardito, CTI2, CTI[(2)] , CTI Squared, HD VoIP, InTouch, IPmedia, Mediant, MediaPack, NetCoder, Netrake, Nuera, Open Solutions Network, OSN, Stretto, TrunkPack, 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.