Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-123859
PROSPECTUS
SUPPLEMENT
(to
prospectus dated June 6, 2005
and
supplemented July 12, 2005,
July
27,
2005, September 30, 2005
and
December 28, 2005)
$125,000,000
AudioCodes
Ltd.
2.00%
Senior Convertible Notes due 2024
and
Ordinary
Shares Issuable Upon Conversion of the Notes
This
prospectus supplement supplements the prospectus dated June 6, 2005 and
supplemented July 12, 2005, July 27, 2005, September 30, 2005 and December
28,
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.
SELLING
SECURITYHOLDERS
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
|
Aggregate
Principal Amount of Notes Beneficially Owned That May Be Offered
For
Resale
|
Percentage
of Outstanding Notes Beneficially Owned Prior to Any
Resale(1)
|
Percentage
of Outstanding Notes Beneficially Owned if All Notes That May Be
Offered
Hereby are Resold(1)
|
Ordinary
Shares Beneficially Owned Upon Conversion of the Notes That May Be
Offered
for Resale(2)
|
Percentage
of Equity Capital Beneficially Owned Prior to Any
Resale(2)(3)
|
Ordinary
Shares Beneficially Owned if All Ordinary Shares That May Be Offered
Hereby are Resold
|
Percentage
of Ordinary Shares Beneficially Owned if All Ordinary Shares That
May Be
Offered Hereby are Resold
|
|||||||
|
Credit
Suisse Securities LLC(4)
7200
Kit Creek Road
Research
Triangle Park, NC 27709
|
$9,000,000
|
7.2%
|
—
|
481,026
|
1.2%
|
0
|
—
|
________________
(1) Assumes
$125,000,000 aggregate principal amount of notes outstanding.
(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.
(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.
(4) The
selling securityholder is a registered broker-dealer.
The
date
of this prospectus supplement is January 26, 2006