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 and September 30, 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 and September 30, 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 identified in the prospectus and for whom the information set forth
in
the prospectus has changed,
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 amend the information provided for “Radcliffe
SPC, Ltd., f/b/o the Class A Convertible Crossover Segregated
Portfolio.”
|
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
|
|||||||
|
Radcliffe
SPC, Ltd., f/b/o the Class A
Convertible
Crossover Segregated
Portfolio(4)
c/o
RG Capital Management, L.P.
3
Bala Plaza East, Suite 501, Bala
Cynwyd,
PA 19004
|
$3,000,000
|
2.4%
|
—
|
160,342
|
*
|
0
|
—
|
________________
|
§
|
This
prospectus supplement replaces and supersedes the prospectus supplement
previously filed on December 28,
2005.
|
|
*
|
Less
than 1%
|
|
(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)
|
Pursuant
to an investment management agreement, RG Capital Management, L.P.
(“RG
Capital”) serves as the investment manager of Radcliffe SPC, Ltd’s Class A
Convertible Crossover Segregated Portfolio. RGC Management Company,
LLC
(“Management”) is the general partner of RG Capital. Steve Katznelson and
Gerald Stahlecker serve as the managing members of Management. Each
of RG
Capital, Management and Messrs. Katznelson and Stahlecker disclaims
beneficial ownership of the securities owned by Radcliffe SPC, Ltd.
for
and on behalf of the Class A Convertible Crossover Segregated Portfolio.
|
The
date
of this prospectus supplement is December 28, 2005