Audiocodes Ltd. — Regulatory Filings 2012

Jul 11, 2012

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 July, 2012

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.

On July 11, 2012, AudioCodes Ltd. (the “Registrant”) issued a press release announcing a restructuring of its operations and providing guidance for the second quarter 2012 and a press release announcing the second quarter 2012 reporting date.

The following documents are attached hereto and incorporated by reference herein:

1. Press Release, dated July 11, 2012, announcing a restructuring of its operations and providing guidance for the second quarter 2012.

2. Press Release, dated July 11, 2012, announcing the second quarter 2012 reporting date.

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, 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. 333-105473; (iv) the Registrant’s Registration Statement on Form S-8, File No. 333-144825; (v) the Registrant’s Registration Statement on Form S-8, File No. 333-160330; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333170676; and (vii) 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: July 11, 2012

EXHIBIT INDEX

Exhibit No. Description

1 Press Release, dated July 11, 2012, announcing a restructuring of its operations and providing guidance for the second quarter 2012. 2 Press Release, dated July 11, 2012, announcing the second quarter 2012 reporting date.

Exhibit 1

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

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 Announces Restructuring of Operations

Provides Second Quarter Update

Lod, Israel – July 11, 2012 – AudioCodes (NasdaqGS: AUDC) , a leading provider of Voice over IP (VoIP) technologies, products and services, today announced a plan to restructure its operations in order to better align the Company resources and assets to its core networking and enterprise telephony businesses.

The restructuring plan is expected to generate estimated annualized savings of approximately 10% of the Company operating expenses and to be implemented over the next six to nine months. The Company expects the restructuring to support a return to profitability and to focus investments in innovations around its key strategic initiatives in the unified communications and enterprise telephony markets.

“We are in the process of conducting a full global review of our operations to reduce annual operation expenses, simplify the organization and refine future investments. We will provide additional details during our quarterly conference call,” commented Shabtai Adlersberg, Chairman, President and Chief Executive Officer of AudioCodes.

Based on preliminary second quarter estimates, which are subject to changes, the Company expects that total revenues for the second quarter to be approximately $31 million and diluted loss per share not to exceed $0.04, on a Non GAAP basis.

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 and data communications and its products are deployed globally in Broadband, Mobile, Enterprise networks and Cable. 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.

AudioCodes Announces Restructuring of Operations

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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 the demand for existing products; 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 ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

©2012 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, OSN, SmartTAP, VMAS, VoIPerfect, VoIPerfectHD, 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 Announces Restructuring of Operations

Page 2 of 2

Exhibit 2

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

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 Announces Second Quarter 2012 Reporting Date

Lod, Israel – July 11, 2012 - AudioCodes (NasdaqGS: AUDC) , a leading provider of Voice over IP (VoIP) technologies, products and services, will release financial results for its second quarter 2012, reflecting the period ended June 30, 2012, on Tuesday, July 24, 2012 before the market open on NASDAQ. AudioCodes’ financial results will be released over the news wires, and will also be posted on its corporate Website.

On Tuesday, July 24, 2012 at 9:00 a.m. Eastern Time, AudioCodes will conduct a conference call to discuss the second quarter 2012 results which will be Webcast simultaneously. The call will be hosted by Shabtai Adlersberg, AudioCodes’ Chairman, President and Chief Executive Officer and Guy Avidan, its Vice President of Finance and Chief Financial Officer.

Investors are invited to listen to the call live via Webcast on the AudioCodes’ corporate Website at http://www.audiocodes.com. Please go to the site at least 15 minutes earlier to register, download, and install any necessary audio software. A replay of the call will be available on the Website approximately two hours after the conference call is completed.

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 and data communications and its products are deployed globally in Broadband, Mobile, Enterprise networks and Cable. 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(TM), 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,

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AudioCodes Announces Second Quarter 2012 Reporting Date

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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 the demand for existing products; 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 ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes' business; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

©2012 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, OSN, SmartTAP, VMAS, VoIPerfect, VoIPerfectHD, 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.

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AudioCodes Announces Second Quarter 2012 Reporting Date