424B3 1 zk51877.htm 424B3
  Filed Pursuant to Rule 424(b)(3)
Registration No. 333-123859

PROSPECTUS SUPPLEMENT
(to prospectus dated June 6, 2005
and supplemented July 12, 2005
and July 27, 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 and July 27, 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 a selling securityholder who was not identified in the prospectus, the principal amount of the notes beneficially owned by and that may be offered by such selling securityholder pursuant to the prospectus and the number of ordinary shares into which the notes owned by such selling securityholder are convertible. All information concerning beneficial ownership is based upon information provided to us by the selling securityholder. The table of selling securityholders appearing under the heading “Selling Securityholders” in the prospectus is hereby amended to include the selling securityholder named below.

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
SG Americas Securities, LLC(4)      $ 8,250,000    6 .4% -      427,579    1 .1%  0   -    
1221 Avenue of the Americas  
New York, NY 10020  


(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)     The selling securityholder is a registered broker-dealer.

The date of this prospectus supplement is September 30, 2005