UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
AUDIOCODES LTD.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE
(Title of Class of Securities)
M15342104
(CUSIP Number)
DECEMBER 31, 2007
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 12 Pages
Exhibit Index: Page 10
CUSIP NO. M15342104 PAGE 2 OF 12 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 4,549,709
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,549,709
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,549,709
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.55%
12 Type of Reporting Person (See Instructions)
OO, IA
CUSIP NO. M15342104 PAGE 3 OF 12 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 4,549,709
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
4,549,709
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,549,709
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.55%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. M15342104 PAGE 4 OF 12 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ROBERT SOROS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 4,549,709
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
4,549,709
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,549,709
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.55%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. M15342104 PAGE 5 OF 12 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JONATHAN SOROS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 4,549,709
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
4,549,709
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,549,709
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.55%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. M15342104 PAGE 6 OF 12 PAGES
ITEM 1(A) NAME OF ISSUER:
AudioCodes Ltd. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1 Hayarden Street
Airport City Lod
70151 ISRAEL
ITEM 2(A) NAME OF PERSON FILING
The Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) George Soros;
iii) Robert Soros; and
iv) Jonathan Soros.
This statement relates to Shares (as defined herein) held for the account
of Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"). SFM LLC serves as principal investment manager to Quantum
Partners. As such, SFM LLC has been granted investment discretion over portfolio
investments, including the Shares, held for the account of Quantum Partners.
George Soros serves as Chairman of SFM LLC, Robert Soros serves as Deputy
Chairman of SFM LLC, and Jonathan Soros serves as President and Deputy Chairman
of SFM LLC.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the Reporting
Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
ITEM 2(C) CITIZENSHIP:
i) SFM LLC is a Delaware limited liability company;
ii) George Soros is a United States citizen;
iii) Robert Soros is a United States citizen; and
iv) Jonathan Soros is a United States citizen.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value NIS 0.01 per share (the "Shares").
CUSIP NO. M15342104 PAGE 7 OF 12 PAGES
ITEM 2(E) CUSIP NUMBER:
M15342104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of December 31, 2007, each of the Reporting Persons may be deemed to be
the beneficial owner of 4,549,709 Shares issuable upon conversion of the 2.00%
Senior Convertible Notes due 2024 (the "Convertible Notes") beneficially owned
by the Reporting Persons.
ITEM 4(B) PERCENT OF CLASS:
As of December 31, 2007, assuming full conversion of the Convertible Notes
beneficially owned by the Reporting Persons, each of the Reporting Persons may
be deemed to be the beneficial owner of approximately 9.55% of the total number
of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
SFM LLC
(i) Sole power to vote or direct the vote: 4,549,709
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 4,549,709
(iv) Shared power to dispose or to direct the disposition of 0
GEORGE SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 4,549,709
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 4,549,709
ROBERT SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 4,549,709
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 4,549,709
JONATHAN SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 4,549,709
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 4,549,709
CUSIP NO. M15342104 PAGE 8 OF 12 PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The shareholders of Quantum Partners are entitled to receive, or have the
power to direct, the receipt of dividends from or the proceeds of sales of the
Shares held for the account of Quantum Partners, in accordance with their
ownership interests in Quantum Partners.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
CUSIP NO. M15342104 PAGE 9 OF 12 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2008 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye Anzalotta
--------------------------------------------
Jodye Anzalotta
Assistant General Counsel
Date: February 14, 2008 GEORGE SOROS
By: /s/ Jodye Anzalotta
--------------------------------------------
Jodye Anzalotta
Attorney-in-Fact
Date: February 14, 2008 ROBERT SOROS
By: /s/ Jodye Anzalotta
--------------------------------------------
Jodye Anzalotta
Attorney-in-Fact
Date: February 14, 2008 JONATHAN SOROS
By: /s/ Jodye Anzalotta
--------------------------------------------
Jodye Anzalotta
Attorney-in-Fact
CUSIP NO. M15342104 PAGE 10 OF 12 PAGES
EXHIBIT INDEX
PAGE NO.
A. Power of Attorney, dated as of October 3, 2007, granted by Robert Soros in favor of
Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David 11
Taylor................................................................................
B. Power of Attorney, dated as of October 3, 2007, granted by Jonathan Soros in favor of 12
Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David
Taylor.................................................................................
CUSIP NO. M15342104 PAGE 11 OF 12 PAGES
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as Deputy Chairman of, member of or in other
capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates
or entities advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by
me.
IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of
October 2007.
ROBERT SOROS
--------------------------
/s/ ROBERT SOROS
CUSIP NO. M15342104 PAGE 12 OF 12 PAGES
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as President and Deputy Chairman of, member of or
in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its
affiliates or entities advised by me or SFM LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities, futures contracts or other investments, and any other
documents relating or ancillary thereto, including without limitation all
documents relating to filings with the Commodity Futures Trading Commission and
National Futures Association, the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act and any information statements on Form 13F required to
be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by
me.
IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of
October 2007.
JONATHAN SOROS
--------------------------
/s/ JONATHAN SOROS