Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-123859
PROSPECTUS
SUPPLEMENT
(to
prospectus dated June 6, 2005
and
supplemented July 12, 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 (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 “Virginia
Retirement System.”
|
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
|
|||||||
|
Grace
Convertible Arbitrage Fund, Ltd.(4)
1560
Sherman Ave., Suite 900
Evanston,
Il 60201
|
$1,000,000
|
0.80%
|
—
|
53,447
|
*
|
0
|
—
|
|||||||
|
Virginia
Retirement System (5)
c/o
Oaktree Capital Management, LLC
333
S. Grand Ave., 28th
Floor
Los
Angeles, CA 90071
|
$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) Grace
Brothers Management LLC acts as investment advisor to the selling
securityholder. Bradford Whitmore and Michael Brailon, Managing Members
of Grace
Brothers Management LLC, have sole voting and dispositive power over the
notes
beneficially owned by the selling securityholder.
(5) Oaktree
Capital Management, LLC is the investment manager of the selling securityholder.
Oaktree Capital Management, LLC does not own an equity interest in the
selling
securityholder but has voting and dispositive power over the notes beneficially
owned by the selling securityholder. Andrew Watts is a managing director
of
Oaktree Capital Management, LLC and is the portfolio manager for the selling
securityholder. Mr. Watts, Oaktree Capital Management, LLC and all employees
and
members of Oaktree Capital Management, LLC disclaim beneficial ownership
of the
notes beneficially owned by the selling securityholder, except for their
pecuniary interest therein.
The
date
of this prospectus supplement is July 27, 2005