FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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, 2006.
AUDIOCODES
LTD.
(Translation
of registrant’s name into English)
1
Hayarden Street, Airport City, Lod 70151 • ISRAEL
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover 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.
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. Yes
No
√
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___.
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On
May
16, 2006, AudioCodes Ltd., or AudioCodes, AudioCodes, Inc., a wholly-owned
subsidiary of AudioCodes, and Green Acquisition Corp. a newly formed
wholly-owned subsidiary of AudioCodes, Inc., entered into an Agreement and
Plan
of Merger with Nuera Communications, Inc., or Nuera, pursuant to which, upon
the
consummation of the merger, Green Acquisition Corp. will
be
merged with and into Nuera and Nuera will become a wholly-owned subsidiary
of
AudioCodes.
The
consideration for the merger will consist of payment by AudioCodes of $85
million in cash to the stockholders of Nuera, subject to reduction for certain
expenses, plus an earn out arrangement under which AudioCodes has agreed to
pay
up to an additional $5 million if Nuera achieves certain revenue milestones
during the first 12-months after consummation of the merger. In addition, $7.5
million of the purchase price payable at closing will be retained in escrow,
for
a period of one year following closing, to cover certain indemnification
obligations under the merger agreement.
The
closing of the merger is subject to usual and customary conditions for
transactions of this nature, including, among other things, Hart-Scott-Rodino
approval and other regulatory approvals.
The
transaction has been approved by the boards of directors of AudioCodes and
Nuera
and by the stockholders of Nuera.
Nuera
designs, manufactures and sells packet voice gateways to communication service
providers worldwide. These products can be transmitted over cable, wireless,
copper and fiber networks. Nuera’s Open Reliable Communications Architecture, or
ORCA, product portfolio of VoIP gateways, softswitches and management systems
provide telephony solutions for cable and DSL networks, international long
distance networks and enterprise networks.
A
copy of
AudioCodes’ press release announcing the proposed transaction is attached as
Exhibit 1 hereto.
This
report on Form 6-K (other than the press release attached as Exhibit 99.1
hereto) is hereby incorporated by reference into (i) AudioCodes’s Registration
Statement on Form F-3, Registration No. 333-111703; (ii) AudioCodes’s
Registration Statement on Form F-3, Registration No. 333-123859; (iii)
AudioCodes’s Registration Statement on Form S-8, Registration No. 333-11894;
(iv) AudioCodes’s Registration Statement on Form S-8, Registration No.
333-13268; (v) AudioCodes’s Registration Statement on Form S-8, Registration No.
333-13378; and (vi) AudioCodes’s Registration Statement on Form S-8,
Registration No. 333-105473.
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Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, AudioCodes has
duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
AudioCodes
Ltd.
By:
/s/
Nachum Falek
Nachum
Falek
Chief
Financial Officer
Dated: May
16,
2006
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EXHIBIT
INDEX
Exhibit
No. Description
1.
AudioCodes
Ltd. Press Release dated May 16, 2006.
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 |
 |
Exhibit
1
P
R E S S R E L E A S E
|
Contacts
|
|
|
Shirley
Nakar
AudioCodes
Tel:
+972-3-976-4000
shirley@audiocodes.com
|
Bill
Ingram
Nuera
Communications Inc.
Tel:
+1-858-625-2400
wingram@nuera.com
|
|
Elizabeth
Anderson
Alan
Weinkrantz And Company
Tel:
254-741-0336
elizabeth@weinkrantz.com
|
AudioCodes
Announces Agreement to Acquire Nuera Communications
Proposed
Combination Strengthens Position in Voice over Broadband, Accelerates Growth
and
Adds Scale
Lod,
Israel - May 16, 2006 - AudioCodes (NASDAQ: AUDC),
a
leading provider of Voice over Packet (VoP) technologies and Voice Network
products, today announced that it has entered into a definitive agreement to
acquire Nuera Communications, Inc., a leading provider of Voice over Internet
Protocol (VoIP) infrastructure solutions for broadband and long distance with
an
extensive client base in North America as well as in Asia and
Europe.
"This
Agreement with Nuera places AudioCodes in a stronger position in the Cable
and
Voice over Broadband markets and in particular in North America and Asia,"
said
Shabtai Adlersberg, Chairman, President and CEO of AudioCodes. "We are also
pleased to welcome Nuera’s employees to the AudioCodes team. Together we will
create a more capable, larger scale VoIP equipment provider in North America
to
serve Service Providers and support our Network Equipment Providers in cable,
wireless, and wireline markets and we will offer best of breed media gateway
carrier grade products to a wider group of customers."
"Joining
AudioCodes, a leading independent provider of VoIP media gateways and media
servers, is a natural step for Nuera's customers and employees," said Bill
Ingram, President and CEO of Nuera. "Given our success in Voice over Broadband,
market trends of convergence within IMS and AudioCodes' wider suite of products,
I am confident that our customers, employees and partners will be pleased with
this move.”
The
consideration for this transaction will consist of payment of $85 million in
cash to the stockholders of Nuera, subject to reduction for certain expenses,
plus an earn out arrangement under which AudioCodes has agreed to pay up to
an
additional $5 million if Nuera achieves certain revenue milestones during the
first 12 months after consummation of the transaction. Following the
transaction, Nuera will become a wholly-owned subsidiary of AudioCodes
The
transaction
is expected to be consummated at the end of the second quarter or early in
the
third quarter of this year, and is subject to usual and customary conditions
for
transactions of this nature, including regulatory approvals. The transaction
has
been approved by the boards of directors of both companies and by the
stockholders of Nuera.
Conference
Call and Web Cast
AudioCodes
management will host a conference call to discuss the transaction which will
be
webcast live today, May 16, 2006 at 9:00 a.m. Eastern Time / 6:00 a.m. Pacific
Time. Investors are invited to listen to the live call by dialing 1-800-938-1019
in the United States or by dialing 1-706-679-0777 when calling internationally.
Investors worldwide may also listen to the call live via webcast by visiting
AudioCodes' Website at www.audiocodes.com.
Please
go to the Website at least 15 minutes early to register, download, and install
any necessary audio software.
A
replay
of the call will also be made available approximately 2 hours after the call
has
concluded. Participants may access the conference call replay by phone
through May 30, 2006 by dialing 1-800-642-1687 in the United States or by
dialing 1-706-645-9291 when calling internationally and entering access code
9396324. A webcast replay of the call will also be made available and can
be accessed by visiting AudioCodes' Website.
About
Nuera Communications
Nuera
Communications designs, manufactures and sells packet voice gateways to
communication service providers worldwide. These products work over any medium
(cable, wireless, copper and fiber). Nuera’s ORCA (Open Reliable Communications
Architecture) product portfolio of VoIP gateways, softswitches, and management
systems provide telephony solutions for cable and DSL networks, international
long distance networks and enterprise networks. Nuera is a leader in the
broadband telephony market. For more information, please visit
www.nuera.com.
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About
AudioCodes
AudioCodes
Ltd. (NASDAQ: AUDC) enables the new voice infrastructure by providing
innovative, reliable and cost-effective Voice over Packet technology and Voice
Network products to OEMs, network equipment providers and system integrators.
AudioCodes provides its customers and partners with a diverse range of flexible,
comprehensive media gateway and media processing technologies, based on
VoIPerfect™ - AudioCodes’ underlying, best-of-breed, core media gateway
architecture. The company is a market leader in voice compression technology
and
is a key originator of the ITU G.723.1 standard for the emerging Voice over
IP
market. AudioCodes voice network products feature media gateway and media server
platforms for packet-based applications in the converged, wireline, wireless,
broadband access, and enhanced voice services markets. AudioCodes enabling
technology products include VoIP and CTI communication boards, VoIP media
gateway processors and modules, and CPE devices. Its customers include the
leading telecom and data network equipment providers globally. AudioCodes’
headquarters and R&D facilities are located in Israel with an R&D
extension in the U.S. Other AudioCodes’ offices are located in Europe, the Far
East, and Latin America. For more information on AudioCodes, visit www.audiocodes.com.
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 continuing products' demand; 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;
the
ability of AudioCodes to consummate the proposed transaction with Nuera and
to
successfully integrate the acquired company’s products and operations into
AudioCodes’ business; and
other
factors detailed in AudioCodes' filings with the Securities and Exchange
Commission. AudioCodes assumes no obligation to update the information in this
release.
AudioCodes,
AC, Ardito, AudioCoded, NetCoder, TrunkPack, VoicePacketizer, MediaPack,
Stretto, Mediant, VoIPerfect and IPmedia and Your Gateway to VoIP are trademarks
or registered trademarks of AudioCodes Limited. All other products or trademarks
are property of their respective owners.
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