Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-123859
PROSPECTUS
SUPPLEMENT
(to
prospectus dated June 6, 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 (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 selling securityholders
who were not identified in the prospectus and
selling securityholders who were identified in the prospectus 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 securityholders pursuant to the prospectus and the number of
ordinary shares into which the notes owned by such selling securityholders
are
convertible. All information concerning beneficial ownership is based upon
information provided to us by the selling securityholders. The table of selling
securityholders appearing under the heading “Selling Securityholders” in the
prospectus is hereby amended to include the selling securityholders named below
and
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
|
|||||||
|
Aloha
Airlines Non Pilots Pension Trust(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$20,000
|
0.02%
|
—
|
1,068
|
*
|
0
|
—
|
|||||||
|
Attorney’s
Title Insurance Fund(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$75,000
|
0.06%
|
—
|
4,008
|
*
|
0
|
—
|
|||||||
|
Boilermakers
Blacksmith Pension Trust(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$2,310,000
|
1.85%
|
—
|
123,463
|
*
|
0
|
—
|
|||||||
|
C&H
Sugar Company Inc.(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd., Suite 900
Los
Angeles, CA 90024
|
$75,000
|
0.06%
|
—
|
4,008
|
*
|
0
|
—
|
|||||||
|
DBAG
London(5)
1241
Avenue of the Americas, 26th
Floor
Mail
Stop NYC07-2638, New York, NY
10020
|
$2,750,000
|
2.20%
|
—
|
146,980
|
*
|
0
|
—
|
|||||||
|
Delta
Airlines Master Trust(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$385,000
|
0.31%
|
—
|
20,577
|
*
|
0
|
—
|
|||||||
|
Duke
Endowment(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$385,000
|
0.31%
|
—
|
20,577
|
*
|
0
|
—
|
|||||||
|
Florida
Power and Light Group Employee Pension Plan(6)
c/o
Palisade Capital Management, LLC
1
Bridge Plaza, Suite 695
Fort
Lee, NJ 07024
|
$435,000
|
0.35%
|
—
|
23,249
|
*
|
0
|
—
|
|||||||
|
Franklin
and Marshall College(6)
c/o
Palisade Capital Management, LLC
1
Bridge Plaza, Suite 695
Fort
Lee, NJ 07024
|
$140,000
|
0.11%
|
—
|
7,482
|
*
|
0
|
—
|
|||||||
|
Hawaiian
Airlines Employees Pension Plan IAM(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$25,000
|
0.02%
|
—
|
1,336
|
*
|
0
|
—
|
|||||||
|
Hawaiian
Airlines Pension Plan for Salaried Employees(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$5,000
|
(7)
|
—
|
267
|
*
|
0
|
—
|
|||||||
|
Hawaiian
Airlines Pilots Retirement Plan(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$80,000
|
0.06%
|
—
|
4,275
|
*
|
0
|
—
|
|||||||
|
Rampart
Enhanced Convertible Investors, LLC(6)
c/o
Palisade Capital Management, LLC
1
Bridge Plaza, Suite 695
Fort
Lee, NJ 07024
|
$470,000
|
0.38%
|
—
|
25,120
|
*
|
0
|
—
|
|||||||
|
Radcliffe
SPC, Ltd., f/b/o the Class A Convertible Crossover Segregated
Portfolio(8)
c/o
RG Capital Management, L.P. 3
Bala
Plaza East, Suite 501, Bala
Cynwyd,
PA 19004
|
$6,500,000
|
5.20%
|
|
—
|
|
347,408
|
*
|
0
|
—
|
|||||
|
Southern
Farm Bureau Life Insurance(4)
c/o
Froley Revy Investment Co. Inc.
10900
Wilshire Blvd, Suite 900
Los
Angeles, CA 90024
|
$690,000
|
0.55%
|
—
|
36,878
|
*
|
0
|
—
|
|||||||
|
The
Estate of James Campbell(9)
357
N. Canon Dr., Beverly Hills, CA
90210
|
$1,000,000
|
0.80%
|
—
|
53,447
|
*
|
0
|
—
|
|||||||
|
Virginia
Retirement System (10)
c/oOaktree
Capital Management, LLC
333
S. Grand Ave., 28th
Floor
Los
Angeles, CA 90071
Attn:
Anthony Carpenter
|
$2,000,000
|
1.60%
|
—
|
106,894
|
*
|
0
|
—
|
________________
* 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) Ann
Houlihan is the controlling person of the selling securityholder.
(5) Patrick
Corrigan is the controlling person of the selling securityholder. The
selling securityholder is an affiliate of Deutsche Bank Securities Inc., a
registered broker-dealer.
(6) Palisade
Capital Management, LLC acts as investment advisor to the selling
securityholder. Jack Feiler, the chief investment officer of Palisade Capital
Management, LLC, has sole voting and dispositive power over the notes
beneficially owned by the selling securityholder.
(7) Less
than
0.01%.
(8) 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 is 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.
(9) SSI
Investment Management has voting and dispositive power over the notes
beneficially owned by the selling securityholder.
(10) Oaktree
Capital Management, LLC acts as investment manager of the selling
securityholder. Andrew Watts, a managing director of Oaktree Capital Management,
LLC has sole voting and dispositive power over the notes beneficially owned
by
the selling securityholder.
The
date
of this prospectus supplement is July 12, 2005