Audiocodes Ltd. — Capital/Financing Update 2011

Feb 15, 2011

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 February, 2011

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 February 15, 2011, AudioCodes Ltd. (the “Registrant”) issued a press release announcing the filing of a shelf registration statement on Form F-3 with the Securities and Exchange Commission. 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 February 15, 2011, announcing filing of shelf registration statement with the Securities and Exchange Commission.

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 is hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form S-8, File No. 333-11894; (ii) the Registrant’s Registration Statement on Form S-8, File No. 333-13268; (iii) the Registrant’s Registration Statement on Form S-8, File No. 333-13378; (iv) the Registrant’s Registration Statement on Form S-8, File No. 333-105473; (v) the Registrant’s Registration Statement on Form S-8, File No. 333-144825; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333-144823; (vii) the Registrant’s Registration Statement on Form S-8, File No. 333-160330; (viii) the Registrant’s Registration Statement on Form S-8, File No. 333-170676; and (ix) the Registrant’s Registration Statement on Form F-3, File No. 333-172268.

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/ GUY AVIDAN Guy Avidan Chief Financial Officer

Dated: February 15, 2011

EXHIBIT INDEX

Exhibit No. Description

1. Press Release, dated February 15, 2011, announcing filing of shelf registration statement with the Securities and Exchange Commission.

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PRESS RELEASE

Company Contacts IR Agency Contact Guy Avidan, Shirley Nakar, Erik Knettel, VP Finance & CFO Director, Investor Relations Grayling AudioCodes AudioCodes Tel: +1-646-284-9415 Tel: +972-3-976-4000 Tel: +972-3-976-4000 erik.knettel@grayling.com guy.avidan@audiocodes.com shirley@audiocodes.com

AudioCodes Files Shelf Registration Statement

Lod, Israel – February 15, 2011 – AudioCodes Ltd. (NasdaqGS: AUDC) , a leading provider of Voice over IP (VoIP) technologies and Voice Network products, announced today that it has filed a universal shelf registration statement on Form F-3 with the Securities and Exchange Commission (SEC). Upon being declared effective by the Securities and Exchange Commission, the shelf registration statement will allow AudioCodes to sell, from time to time, up to $150 million of ordinary shares, warrants and debt securities, either separately or in units, in one or more offerings. The shelf registration statement also provides for the sale by certain selling shareholders of up to 3,000,000 ordinary shares solely in connection with any future offering by AudioCodes. The terms of any offering, including the amount and type of securities involved, and the use of proceeds of the sale of any such securities by AudioCodes, will be determined at the time of offering and described in a prospectus supplement filed with the SEC at such time. The shelf registration statement is designed to permit AudioCodes, subject to market conditions and its capital needs, to access the capital markets periodically in the future in order to support its anticipated growth. If any securities are sold, AudioCodes currently intends to use the proceeds from any such sales for general corporate purposes, including repaying debt, capital expenditures, acquisitions, funding product development and other operating expenses. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or resale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of these securities will be made solely by means of the prospectus included in the registration statement and the accompanying prospectus supplement issued with respect to such offering.

The shelf registration statement is designed to permit AudioCodes, subject to market conditions and its capital needs, to access the capital markets periodically in the future in order to support its anticipated growth. If any securities are sold, AudioCodes currently intends to use the proceeds from any such sales for general corporate purposes, including repaying debt, capital expenditures, acquisitions, funding product development and other operating expenses.

AudioCodes Files Shelf Registration Statement

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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 market leader focused on converged VoIP & data communications 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, Session Border Controllers (SBC), Residential Gateways, IP Phones, Media Servers and Value Added Applications. AudioCodes’ underlying technology, VoIPerfectHD™, relies 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 Voice communications. 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.

©2011 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 Files Shelf Registration Statement

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