6-K

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 September, 2003

AUDIOCODES LTD.

(Translation of registrant’s name into English)

4 Hahoresh Street, Yehud 56470 • 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-__

On September 22, 2003, AudioCodes Ltd. (the “Company”) advertized that it shall hold an Annual General Meeting of its shareholders on October 29, 2003 and that the Record Date for such meeting is September 23, 2003.  A copy of the translation into English of the original advert in Hebrew, concerning the Annual General Meeting, is annexed hereto as Exhibit 1.

The following document is attached hereto and incorporated by reference herein:

Exhibit 1.

Translation into English of the original advert in Hebrew, concerning the Annual General Meeting of the shareholders of the Company.

The information set forth in the translation of advert attached as Exhibit 1 to this Report on Form 6-K, is hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form F-3, Registration No. 333-12346; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-11894; (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13268; (iv) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13378; and (v) the Registrant’s Registration Statement on Form S-8, Registration No. 333-105473.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUDIOCODES LTD.

(Registrant)

By:

/s/ MIKE LILO

Mike Lilo

Chief Operating Officer and

Chief Financial Officer

Dated:

September 22, 2003

EXHIBIT INDEX

Exhibit No.

Description

1.

Translation into English of the original advert in Hebrew, concerning an Annual General Meeting of the shareholders of the Company.

EX-1

Exhibit 1

Translation into English of an advert published in Hebrew

 AUDIOCODES LTD.

_________________________

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

October 29, 2003

_________________________

To our shareholders:

notice is hereby given that the Annual General Meeting of Shareholders (the “Meeting”) of AudioCodes Ltd. (the “Company”), will be held on Wednesday, October 29, 2003 at 11:00 a.m., local time, at the principal executive offices of the Company located at 4 Hahoresh Street, Yehud 56470, Israel, for the following purposes: (1) To elect Shabtai Adlersberg as a Class III director to serve until the Annual General Meeting of 2006 and until his successor is elected; (2) As required by Israeli law, to authorize the Chairman of the Board to continue serving as President and Chief Executive Officer of the Company for up to three years following the Meeting; (3) To ratify an option grant to Shabtai Adlersberg, Chairman of the Board of Directors, President and Chief Executive Officer of the Company; (4) To ratify the appointment of Joseph Tenne as a Class II director to serve until the Annual General Meeting of 2005 and until his successor is elected; (5) To ratify an option grant to Joseph Tenne, a non-employee director; (6) To elect Doron Nevo as an independent director for a term of three years following the Meeting; (7) To ratify the appointment of the Company’s independent auditors for 2003 and to authorize the compensation of the auditors; (8) To ratify option grants to certain non-employee directors; and (9) To ratify the purchase of directors’ and officers’ liability insurance.

Required Approval

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy is neces­sary for the approval of proposals (1), (3), (4), (5), (7) and (8).  The approval of proposal (2) requires that a majority of the votes be cast in favor of the proposal, including at least two-thirds of the votes cast by shareholders who are not controlling shareholders of the Company or representatives of controlling shareholders. The approval of proposal (6) requires (i) a majority of the votes cast in favor of the proposal, plus (ii) either (a) the affirmative vote of at least one-third of the votes cast by shareholders who are not controlling shareholders of the Company or their representatives or (b) the number of votes cast against the proposal (other than by the Company’s controlling shareholders) must not represent more than one percent of the voting rights in the Company.  If one or more of our directors is deemed to be a controlling shareholder, a special majority vote will be required for approval of proposal (9).  In such event, the affirmative vote of the Ordinary Shares must include at least one-third of the Ordinary Shares voted by shareholders who do not have a personal interest in the matter, or the number of shares of non-interested shareholders voted against this proposal must not represent more than one percent of the voting rights in the Company. Under Israeli law, if a quorum is present in person or by proxy, broker non-votes and abstentions will have no effect on whether the requisite vote is obtained, as they do not constitute present and voting shares.

Shareholders Entitled to Vote

Share­holders of record at the close of business on September 23, 2003 will be entitled to vote at the Meeting.  Also, shareholders who hold Ordinary Shares through a bank, broker or other nominee which is a shareholder of record of the Company or which appears in the participant listing of a securities depository, are entitled to notice of, and to vote at, the Meeting.

Quorum

The presence, in person or by proxy, of at least two shareholders entitled to vote upon the business to be transacted in the Meeting holding shares conferring in the aggregate at least 50% of the outstanding voting power of the Company is necessary to constitute a quorum at the Meeting.  If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting shall be adjourned to the same day in the next week, at the same time and place, or to such day and at such time and place as the Chairman may determine with the consent of the holders of a majority of the shares present in person or by proxy and voting on the question of adjournment.  At such adjourned meeting any two shareholders present in person or by proxy shall constitute a quorum.

Proxy Statement and Form of Proxy

A proxy statement containing more detailed information regarding the matters to be considered at the Meeting will be mailed to shareholders on or about September 30, 2003.  Copies of the proxy statement will be available for inspection at the principal offices of the Company at the address that appears above, from Sunday through Thursday, by prior arrangement to be made by telephoning the Company at +972-3-539-4000.

AudioCodes Ltd.