F3A-Post Effective Ammendment No. 1 201106
As
filed with the Securities and Exchange Commission on November 20,
2006
Registration
No. 333-123859
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
——————————
POST-EFFECTIVE
AMENDMENT
NO. 1
TO
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
——————————
AUDIOCODES
LTD.
(Exact
name of registrant as specified in its charter)
N/A
(Translation
of registrant’s name into English)
|
Israel
|
Not
applicable
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
1
Hayarden Street, Airport City,
Lod,
71051, Israel
Telephone:
(972) 3-976-4000
(Address
and telephone number of registrant’s principal executive
offices)
AudioCodes
Inc.
2099
Gateway Place, Suite 500
San
Jose, California 95134
Telephone:
(408) 441-1175
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
to:
|
Neil
Gold, Esq.
Fulbright
& Jaworski L.L.P.
666
Fifth Avenue
New
York, New York 10103
Telephone:
(212) 318-3000
Facsimile:
(212) 318-3400
|
Itamar
Rosen, Adv.
VP
Legal Affairs,
General
Counsel and Secretary
AudioCodes
Ltd.
1
Hayarden Street, Airport City,
Lod,
70151 Israel
Telephone:
(972) 3-976-4000
Facsimile:
(972) 3-976-4044
|
Aaron
M. Lampert, Adv.
Naschitz,
Brandes & Co.
5
Tuval Street
Tel-Aviv
67897, Israel
Telephone:
(972) 3-623-5000
Facsimile:
(972) 3-623-5005
|
——————————
Approximate
date of commencement of proposed sale to the public:
Not
applicable.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box:
¨
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box: þ
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
__________
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
__________
If
this
Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
——————————
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a),
may
determine.
EXPLANATORY
NOTE
On
April
5, 2005, AudioCodes Ltd. (the “Registrant”) filed a registration statement,
Registration No. 333-123859 (the “Registration Statement”), relating to the
registration of resales, from time to time pursuant to Rule 415 under the
Securities Act of 1933, as amended (the “Securities Act”), of $125,000,000
aggregate principal amount of the Registrant’s 2.00% Senior Convertible Notes
due 2024 (the “Notes”), and the ordinary shares, NIS 0.01 par value per share
(“Ordinary Shares”), issuable upon conversion of the Notes, which Notes were
issued in a private placement in November 2004. The Registrant was obligated
pursuant to the terms of that certain Registration Rights Agreement, dated
November 9, 2004, by and among the Registrant and the initial purchasers of
the
Notes (the “Registration Rights Agreement”), to maintain the effectiveness of
the Registration Statement under the Securities Act until the expiration of
the
Effectiveness Period (as defined in the Registration Rights Agreement), which
Effectiveness Period expired as to all of the Notes on or prior to November
16,
2006. The Registrant is no longer contractually obligated to maintain the
effectiveness of the Registration Statement. Therefore, this Post-Effective
Amendment No. 1 is being filed in order to deregister the Notes and the Ordinary
Shares issuable upon conversion of such Notes that have not been sold
hereunder.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by
the
undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel, on
November 20, 2006.
By:
/s/
SHABTAI
ADLERSBERG
Name:
Shabtai Adlersberg
Title:
Chief Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the registration statement has been signed by the following persons
in
the capacities and on the dates indicated.
Signatures Title
/s/
SHABTAI
ADLERSBERG Chairman
of the Board and November
20, 2006
Shabtai
Adlersberg Chief
Executive Officer
(Principal
Executive
Officer)
/s/
NACHUM FALEK Chief
Financial Officer
November
20, 2006
Nachum
Falek (Principal
Financial
and
Accounting Officer)
* Director November
20, 2006
_______________
Dana
Gross
* Director November
20, 2006
_______________
Dr.
Eyal
Kishon
* Director November
20, 2006
_______________
Doron
Nevo
* Director November
20, 2006
_______________
Joseph
Tenne
*By:
/s/
NACHUM FALEK
Nachum
Falek
Attorney-in-Fact