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 May, 2009
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.
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.
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): __
On May 5,
2009, AudioCodes Ltd. (the “Registrant”) issued a press release announcing
financial results for the first quarter of 2009 and other matters. A
copy of this press release is annexed hereto as Exhibit 1.
The
following document is attached hereto and incorporated by reference
herein:
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Exhibit
1.
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Press
Release, dated May 5, 2009, announcing financial results for the first
quarter of 2009 and other
matters.
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The
information set forth in the second, seventh, eighth and ninth paragraphs of,
and the condensed consolidated balance sheets, condensed consolidated statements
of operations, condensed consolidated statement of cash flows contained in, 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, Registration No. 333-11894; (ii) the Registrant’s Registration
Statement on Form S-8, Registration No. 333-13268; (iii) the Registrant’s
Registration Statement on Form S-8, Registration No. 333-13378; (iv) the
Registrant’s Registration Statement on Form S-8, Registration
No. 333-105473; (v) the Registrant’s Registration Statement on Form S-8,
Registration No. 333-144825; and (vi) the Registrant’s Registration
Statement on Form S-8, Registration No. 333-144823.
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.
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AUDIOCODES
LTD.
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(Registrant)
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By:
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/s/ NACHUM FALEK
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Nachum
Falek
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Vice
President of Finance and
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Chief
Financial Officer
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Dated: May
6, 2009
EXHIBIT
INDEX
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Exhibit No.
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Description
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1
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Press
Release, dated May 5, 2009, announcing financial results for the first
quarter of 2009 and other
matters.
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