Audiocodes Ltd. — Regulatory Filings 2016

Jan 5, 2016

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 January 2016

Commission file number 0-30070

AUDIOCODES LTD.

(Translation of registrant’s name into English)

1 Hayarden Street • Airport City, Lod 7019900 • 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 January 5, 2016, AudioCodes Ltd. (the “Registrant”) issued press releases announcing (i) the date of release of its financial results for the fourth quarter of and full year 2015 and (ii) its agreement to acquire Active Communications Europe. Copies of these press releases are attached hereto as Exhibit 1 and Exhibit 2.

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

Exhibit 1. Press release, dated January 5, 2016, announcing the date of release of the Registrant’s financial results for the fourth quarter of and full year 2015.

Exhibit 2. Press release, dated January 5, 2016, announcing the Registrant’s agreement to acquire Active Communications Europe.

The information set forth in the first and fourth paragraphs following the caption “Details” of the press release attached as Exhibit 2 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. 333-170676; (vii) the Registrant’s Registration Statement on Form S-8, File No. 333-190437; and (viii) the Registrant’s Registration Statement on Form F- 3, File No. 333-193209.

2

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/ NIRAN BARUCH Niran Baruch Vice President Finance and Chief Accounting Officer

Dated: January 5, 2016

3

EXHIBIT INDEX

Exhibit No.12	Description
	Press release, dated January 5, 2016, announcing the date of release of theRegistrant’s financial results for the fourth quarter of and full year 2015.Press release, dated January 5, 2016, announcing the Registrant’s agreementto acquire Active Communications Europe.

==> picture [192 x 35] intentionally omitted <==

Exhibit 1 Company Contacts IR Agency Contact Niran Baruch, Shirley Nakar, Philip Carlson/Collin Dennis VP Finance & Chief Accounting Officer Director, Investor Relations KCSA Strategic AudioCodes AudioCodes Communications Tel: +972-3-976-4000 Tel: +972-3-976-4000 Tel: +1-212-896-1233 Niran.baruch@audiocodes.com shirley@audiocodes.com audc@kcsa.com

AudioCodes Announces Fourth Quarter and Full Year 2015 Reporting Date

Lod, Israel, January 5, 2016 - AudioCodes (NASDAQ: AUDC), a leading provider of converged voice solutions that enable enterprises and service providers to transition to all-IP voice networks, will release financial results for its fourth quarter and full year 2015 on Tuesday, January 26, 2016, before the market opens on Nasdaq, reflecting the quarterly period and full year ended December 31, 2015. AudioCodes’ financial results will be released over the news wires and will also be posted on its corporate website.

On January 26, 2016 at 8:00 a.m. Eastern Time, AudioCodes will conduct a conference call to discuss the fourth quarter and full year 2015 results, which will be webcasted simultaneously. The call will be hosted by Shabtai Adlersberg, AudioCodes’ President and Chief Executive Officer, and Niran Baruch, AudioCodes’ Vice President of Finance and Chief Accounting Officer.

Investors are invited to listen to the call live by dialing 877-407-0778 in the USA or +1 201-689-8565 - internationally or via webcast on the AudioCodes investor website at http://www.audiocodes.com/investors lobby. Please visit the website at least 15 minutes prior to the call to register, download, and install any necessary audio software. A replay of the call will be available on the AudioCodes investor website approximately two hours after the conference call has ended.

About AudioCodes

AudioCodes Ltd. (NASDAQ, TASE: 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 Routers, Session Border Controllers (SBC), Residential Gateways, IP Phones, Media Servers, Value Added Applications and Professional Services. 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 Fourth Quarter and Full Year 2015 Reporting Date

Page 1 of 2

==> picture [192 x 35] intentionally omitted <==

To download the AudioCodes investor relations app, which offers access to its SEC filings, press releases, videos, audiocasts and more, please visit Apple's App Store for the iPhone and iPad or Google Play for Android mobile devices.

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 need for additional financing; the ability to satisfy covenants in the Company’s loan agreements; 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.

©2016 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What’s Inside Matters, OSN, SmartTAP, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice and CloudBond 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 Fourth Quarter and Full Year 2015 Reporting Date

Page 2 of 2

==> picture [192 x 35] intentionally omitted <==

Exhibit 2

Company Contact

IR Agency Contact

Shirley Nakar, Director, Investor Relations AudioCodes Tel: +972-3-976-4000 shirley@audiocodes.com

Philip Carlson/Collin Dennis KCSA Strategic Communications Tel: +1-212-896-1233 audc@kcsa.com

AudioCodes Announces Agreement to Acquire Active Communications Europe

Acquisition extends AudioCodes’ product portfolio and capabilities for Microsoft Skype for Business Online

Lod, Israel - 5 January, 2016

Highlights

• Active Communications Europe B.V. is a software house focused on Microsoft Skype for Business Unified Communications (UC) solutions and is based in the Netherlands

• Acquisition brings AudioCodes deep expertise of Microsoft software architecture for both Cloud PBX and on-premises Skype for Business Server, along with a field-proven hybrid cloud solution

• AudioCodes sells advanced solutions for the Unified Communications and Unified Communications as a Service (UCaaS) market

• AudioCodes CloudBond 365 solution to benefit from the acquisition and enjoy faster development and advanced capabilities

• The acquisition follows close to two years of successful collaboration between the two companies

Details

AudioCodes (NASDAQ: AUDC) , a leading provider of converged voice solutions that enable enterprises and service providers to transition to all-IP voice networks, today announced that it has entered into a definitive agreement to acquire Active Communications Europe, a leading provider of communications solutions, which increase the effectiveness of departments, individuals and organizations. Active Communications Europe is a Microsoft Silver Partner specializing in Unified Communications.

"This agreement with Active Communications Europe places AudioCodes in a stronger position to serve the growing adoption of Microsoft Skype for Business Online, Office 365 and Cloud PBX," said Shabtai Adlersberg,

AudioCodes Announces Agreement to Acquire Active Communications Europe

Page 1 of 3

==> picture [192 x 35] intentionally omitted <==

President and CEO of AudioCodes. "The technology and expertise of Active Communications Europe effectively complement the AudioCodes One Voice portfolio.”

“We are pleased to welcome Active Communications Europe’s employees to the AudioCodes team. Together we are well positioned to help our enterprise and mid-market customers implement their gradual migration towards the Microsoft Cloud PBX,” commented Nimrode Borovsky, AudioCodes’ Vice President of Marketing. “With this acquisition we will strengthen our Unified Communications as a Service solution portfolio.”

The consideration for this transaction will consist of payment of $3 million in cash to the stockholders of Active Communications Europe, plus an earn-out arrangement under which AudioCodes has agreed to pay up to an additional $2 million based on attaining certain sales targets over the next three years. In exceptional circumstances, the earn-out may increase. Following the transaction, Active Communications Europe will become a wholly owned subsidiary of AudioCodes. The transaction closed on December 31, 2015.

About AudioCodes

AudioCodes Ltd. (NASDAQ, TASE: 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 Routers, Session Border Controllers (SBC), Residential Gateways, IP Phones, Media Servers, Value Added Applications and Professional Services. 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.

To download AudioCodes’ investor relations app, which offers access to its SEC filings, press releases, videos, audiocasts and more, please visit Apple's App Store for the iPhone and iPad or Google Play for Android mobile devices.

AudioCodes Announces Agreement to Acquire Active Communications Europe

Page 2 of 3

==> picture [192 x 35] intentionally omitted <==

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 need for additional financing; the ability to satisfy covenants in the Company’s loan agreements; 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.

©2016 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What’s Inside Matters, OSN, SmartTAP, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice and CloudBond 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 Agreement to Acquire Active Communications Europe

Page 3 of 3