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As
filed with the Securities and Exchange Commission on November 18,
2010
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Registration
No.
333-
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington, D.C.
20549
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FORM
S-8
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REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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AUDIOCODES
LTD.
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(Exact
name of registrant as specified in its charter)
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Israel
(State
or other jurisdiction of
incorporation
or organization)
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Not
applicable
(I.R.S.
Employer
Identification
No.)
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1
Hayarden Street
Airport
City, Lod, 70151, Israel
(Address
of Principal Executive Offices)
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Not
applicable
(Zip
Code)
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AudioCodes
Ltd. 2008 Equity Incentive Plan, as amended
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(Full
title of the plan)
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AudioCodes
Inc.
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2099
Gateway Plaza
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San
Jose, California 95134
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(Name
and address of agent for service)
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(408)
441-1175
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(Telephone
number, including area code, of agent for service)
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Copy
to:
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Neil
Gold, Esq.
Manuel
G.R. Rivera, Esq.
Fulbright
& Jaworski L.L.P.
666
Fifth Avenue
New
York, New York 10103
Telephone:
(212) 318-3000
Facsimile:
(212) 318-3400
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Itamar
Rosen, Adv.
Vice
President, Legal Affairs and Company Secretary
AudioCodes
Ltd.
1
Hayarden Street
Airport
City, Lod, 70151, Israel
Telephone:
(972) 3-976-4000
Facsimile:
(972) 3-976-4044
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Tuvia
J. Geffen, Adv.
Naschitz,
Brandes & Co.
5
Tuval Street
Tel
Aviv 67897, Israel
Telephone:
(972) 3-623-5000
Facsimile:
(972) 3-623-5005
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large
accelerated Filer
o
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Accelerated
filer
x
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Non-accelerated
Filer
o
(Do
not check if a smaller reporting company)
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Smaller
reporting company
o
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to
be registered
(1)
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Proposed
maximum offering
price per share
(2)
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Proposed maximum
aggregate offering
price
(2)
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Amount of
registration fee
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Ordinary
shares, nominal value
NIS
0.01 per share
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2,000,000 shares
(3)
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$
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4.43
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$
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8,860,000
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$
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631.72
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement on Form S-8 (this "Registration
Statement") shall also cover an additional indeterminable number of
ordinary shares which become issuable under the above-named plan by reason
of any future share dividend, share split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding ordinary
shares.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and 457(h) under the Securities Act, based upon $4.43, the
average of the high and low sales prices of the registrant's ordinary
shares on the NASDAQ Global Select Market on November 16,
2010.
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(3)
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Additional
ordinary shares authorized for issuance pursuant to awards made under the
AudioCodes Ltd. 2008 Equity Incentive Plan as a result of a recent
amendment to the Plan.
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EXPLANATORY
NOTE
The
purpose of this Registration Statement on Form S-8 is to register an additional
2,000,000 ordinary shares, nominal value NIS 0.01 per share (“Ordinary Shares”),
of AudioCodes Ltd. (the “Registrant”) for issuance pursuant to awards under the
AudioCodes Ltd. 2008 Equity Incentive Plan, as amended (the
“Plan”). In accordance with General Instruction E of Form S-8, the
contents of the Registrant's Registration Statement on Form S-8 (File No.
333-160330), filed with the Securities and Exchange Commission (the
"Commission") on June 30, 2009, to register 2,009,122 Ordinary Shares for
issuance pursuant to awards under such Plan, are incorporated herein by
reference. On October 19, 2010, the Registrant amended the Plan to
increase the number of Ordinary Shares that may be issued under the Plan to
4,009,122 Ordinary Shares from 2,009,122 Ordinary Shares.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item
3.
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Incorporation
of Documents by Reference.
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The
following documents and information filed with the Commission (the “Commission”)
by the Registrant are incorporated herein by reference:
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·
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the
Registrant’s Annual Report on Form 20-F for the fiscal year ended December
31, 2009;
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·
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the
information set forth in the second, third, seventh and eighth paragraphs
of, and the condensed consolidated balance sheets, condensed consolidated
statements of operations and condensed consolidated statement of cash
flows contained in, the press release attached as Exhibit 1 to the
Registrant’s Report on Form 6-K filed with the Commission on October 22,
2010;
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·
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the
information set forth in the first paragraph of and the translation
attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with
the Commission on October 20, 2010;
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·
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the
information set forth in the second, third, sixth and seventh paragraphs
of, and the condensed consolidated balance sheets, condensed consolidated
statements of operations and condensed consolidated statement of cash
flows contained in, the press release attached as Exhibit 1 to the
Registrant’s Report on Form 6-K filed with the Commission on July 28,
2010;
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·
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the
information set forth in the first and second paragraphs of the press
release attached as Exhibit 2 to the Registrant’s Report on Form 6-K filed
with the Commission on June 29,
2010;
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·
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the
information set forth in the first and second paragraphs of the press
release attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed
with the Commission on May 12,
2010;
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·
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the
information set forth in the second, third, sixth, seventh, ninth,
eleventh and twelfth paragraphs of, and the condensed consolidated balance
sheets, condensed consolidated statements of operations, condensed
consolidated statement of cash flows contained in, the press release
attached as Exhibit 1 to the Registrant’s Report on Form 6-K filed with
the Commission on April 28,
2010;
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·
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the
information set forth in the first paragraph of the joint press release
attached as Exhibit 1 and the first paragraph of the press release
attached as Exhibit 2 to the Registrant’s Report on Form 6-K filed with
the Commission on March 24, 2010;
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·
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the
information set forth in the first paragraph of the press release attached
as Exhibit 1 to the Registrant’s Report on Form 6-K filed with the
Commission on January 19, 2010; and
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·
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the
description of the Registrant’s Ordinary Shares contained in the
Registrant’s Registration Statement on Form 8-A (File No. 0-30070) filed
with the Commission pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended, on May 21,
1999.
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All
documents subsequently filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof (in
the case of any Report on Form 6-K, if and to the extent the Registrant
identifies in the Report that it is being incorporated by reference herein) from
the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
The
following exhibits are filed herewith as part of this Registration
Statement.
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Exhibit
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No.
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Description
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4.1
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AudioCodes
Ltd. 2008 Equity Incentive Plan (incorporated herein by reference to
Registrant's Annual Report on Form 20-F for the fiscal year ended December
31, 2008).
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4.2
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Amendment
to AudioCodes Ltd. 2008 Equity Incentive Plan, dated October 19,
2010.
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5.1
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Opinion
of Naschitz, Brandes & Co., Advocates.
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23.1
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Consent
of Naschitz, Brandes & Co., Advocates (included in Exhibit
5.1).
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23.2
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Consent
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global.
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24.1
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Power
of Attorney (on signature
page).
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Airport
City, Israel, on November 18, 2010.
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AUDIOCODES
LTD.
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By:
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/
s
/ GUY
AVIDAN
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Guy
Avidan
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Chief
Financial Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints SHABTAI ADLERSBERG and GUY AVIDAN, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and his name, place and stead, and in
any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ SHABTAI ADLERSBERG
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Chairman
of the Board and Chief Executive Officer
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November
18, 2010
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Shabtai
Adlersberg
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(Principal
Executive Officer)
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/s/ GUY AVIDAN
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Vice
President of Finance and Chief Financial
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Guy
Avidan
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Officer
(Principal Financial and Accounting Officer)
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/s/ JOSEPH TENNE
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Director
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Joseph
Tenne
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/s/ DR. EYAL KISHON
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Director
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Dr.
Eyal Kishon
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/s/ DORON NEVO
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Director
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Doron
Nevo
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/s/ OSNAT RONEN
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Director
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Osnat
Ronen
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Authorized
Representative in the United States: November 18, 2010
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AUDIOCODES
INC.
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By:
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Name:
Guy
Avidan
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Title:
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INDEX
TO EXHIBITS
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Exhibit
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No.
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Description
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4.1
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AudioCodes
Ltd. 2008 Equity Incentive Plan (incorporated herein by reference to
Registrant's Annual Report on Form 20-F for the fiscal year ended December
31, 2008).
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4.2
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Amendment
to AudioCodes Ltd. 2008 Equity Incentive Plan, dated October 19,
2010.
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5.1
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Opinion
of Naschitz, Brandes & Co., Advocates.
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23.1
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Consent
of Naschitz, Brandes & Co., Advocates (included in Exhibit
5.1).
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23.2
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Consent
of Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global.
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EXHIBIT
4.2
AudioCodes
Ltd.
Amendment
to 2008 Equity Incentive Plan
Effective
October 19, 2010, Section 3(a) of the AudioCodes Ltd. 2008 Equity Incentive Plan
(the "
Plan
") is
hereby amended to increase the aggregate maximum number of Ordinary Shares,
nominal value NIS 0.01 per share (the "
Ordinary
Shares
"), which may be issued under the Plan by 2,000,000 Ordinary
Shares, such that, subject to Section 16 of the Plan, the aggregate maximum
number of Ordinary Shares, which may be issued under the Plan following this
amendment shall be 4,009,122 Ordinary Shares.
Tel-Aviv,
November 18, 2010
AudioCodes
Ltd.
1
Hayarden Street
Airport
City, Lod 70151
Israel
Ladies
and Gentlemen:
AudioCodes
Ltd., a company organized under the laws of the State of Israel (the "Company"),
has filed with the Securities and Exchange Commission a Registration Statement
on Form S-8 (the "Registration Statement"), for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities Act"), 2,000,000
of its Ordinary Shares, nominal value NIS 0.01 per share (the "Shares"),
issuable under the AudioCodes Ltd. 2008 Equity Incentive Plan, as amended (the
"Plan").
As
special Israeli counsel to the Company, we have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purpose of our
opinion. Upon the basis of such examination, we are of the opinion
that, when the Shares are issued and sold pursuant to the terms of the Plan and
in accordance with the Registration Statement, the Shares will be legally and
validly issued, fully paid and non-assessable.
The
opinion expressed herein is limited to Israeli law, and we not express any
opinion as to the laws of any other jurisdiction.
We
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
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Very
truly yours,
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/s/
Naschitz Brandes & Co.
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Naschitz,
Brandes & Co.,
Advocates
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Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 of AudioCodes Ltd.
pertaining to the AudioCodes Ltd. 2008 Equity Incentive Plan, as amended, of our
report dated June 28, 2010, with respect to the consolidated financial
statements of AudioCodes Ltd., and the effectiveness of internal control over
financial reporting of AudioCodes Ltd. included in its Annual Report on Form
20-F for the year ended December 31, 2009, filed with the Securities and
Exchange Commission.
/s/ KOST
FORER GABBAY & KASIERER
KOST
FORER GABBAY & KASIERER
A Member
of Ernst & Young Global
Tel-Aviv,
Israel
November
18, 2010
