UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of March, 2014
Commission file number 0-30070
AUDIOCODES LTD.
(Translation of registrant’s name
into English)
1 Hayarden Street • Airport City,
Lod 70151• ISRAEL
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
þ
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.
The following documents
are attached hereto and incorporated by reference herein:
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Exhibit 1.
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Press release, dated March 4, 2014.
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Exhibit 2.
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Addendum No. 2, dated November 6, 2013, to Sublease Agreement,
dated December 30, 2003, between Continental Resources, Inc., as landlord, and AudioCodes USA Inc., as tenant.
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The information set
forth in the press release attached as Exhibit 1, and Addendum No. 2, dated November 6, 2013, to Sublease Agreement,
dated December 30, 2003, between Continental Resources, Inc., as landlord, and AudioCodes USA Inc., as tenant, attached as
Exhibit 2 to this Report on Form 6-K, are hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form S-8, File
No. 333-11894; (ii) the Registrant’s Registration Statement on Form S-8, File No. 333-13268; (iii) the
Registrant’s Registration Statement on Form S-8, File No. 333-105473; (iv) the Registrant’s Registration
Statement on Form S-8, File No. 333-144825; (v) the Registrant’s Registration Statement on Form S-8, File No.
333-160330; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333-170676; (vii) the Registrant’s
Registration Statement on Form F-3, File No. 333-172268; (viii) the Registrant’s Registration Statement on Form S-8,
File No. 333-190437; and (ix) the Registrant’s Registration Statement on Form F-3, File No. 333-193209.
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.
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AUDIOCODES LTD.
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(Registrant)
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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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Dated: March 4, 2014
EXHIBIT INDEX
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Exhibit No.
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Description
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1
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Press release, dated March 4, 2014.
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2
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Addendum No. 2, dated November 6, 2013, to Sublease Agreement, dated December 30, 2003, between Continental Resources, Inc., as landlord, and AudioCodes USA Inc., as tenant.
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P R E S S R E L E A S E
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Company Contacts
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IR Agency Contact
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Guy Avidan,
VP Finance & CFO
AudioCodes
Tel:
+972-3-976-4000
guy.avidan@audiocodes.com
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Shirley
Nakar,
Director, Investor Relations
AudioCodes
Tel: +972-3-976-4000
shirley@audiocodes.com
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Erik Knettel,
Grayling
Tel: +1-646-284-9415
erik.knettel@grayling.com
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AudioCodes Announces
Proposed Public Offering of
Ordinary Shares
Lod,
Israel – March 4, 2014
– AudioCodes
Ltd. (NasdaqGS: AUDC)
today announced that it intends to offer and sell, subject to market and other conditions, ordinary
shares in an underwritten public offering pursuant to an effective shelf registration statement. All of the shares in the
proposed offering are to be sold by AudioCodes. AudioCodes expects to grant the underwriters a 30-day option to purchase
up to an additional 15% of the ordinary shares offered in the public offering solely to cover overallotments, if any.
AudioCodes intends to use the net proceeds
of the offering for general corporate purposes, which may include, among other things, working capital requirements and future
acquisitions.
In connection with the
proposed offering, William Blair & Company, L.L.C. and Needham & Company, LLC are acting as joint bookrunning managers.
Oppenheimer & Co. Inc. is acting as co-manager for the offering.
The offering is subject to market conditions,
and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
A shelf registration statement relating
to the ordinary shares to be issued in the proposed offering was filed with the Securities and Exchange Commission (SEC) and is
effective. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor
will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not
permitted.
A preliminary prospectus supplement and
accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. When available, copies of the
preliminary prospectus supplement and accompanying prospectus may be obtained by contacting William Blair & Company, L.L.C.
at 222 West Adams Street, Chicago, IL 60606, Attention: Prospectus Department, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.
Electronic copies of the preliminary prospectus
supplement and accompanying prospectus will also be available on the SEC website at http://www.sec.gov.
About AudioCodes
AudioCodes Ltd. (NasdaqGS: AUDC) designs,
develops and sells advanced Voice-over-IP (VoIP) and converged VoIP and Data networking products and applications to Service Providers
and Enterprises. For more information on AudioCodes, visit http://www.audiocodes.com.
Statements concerning AudioCodes' business
outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning
assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements''
as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties
and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties
and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes'
industry and target markets in particular; shifts in supply and demand; market acceptance of new products and the demand for existing
products; the impact of competitive products and pricing on AudioCodes' and its customers' products and markets; timely product
and technology development, upgrades and the ability to manage changes in market conditions as needed; possible need for additional
financing; the ability to satisfy covenants in the Company’s loan agreements; possible disruptions from acquisitions; the
ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business;
and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation
to update the information in this release.
CONTINENTAL
RESOURCES IT SOLUTIONS I TEST EQUIPMENT I OEM/EMBEDDED SOLUTIONS I PROFESSIONAL SERVICES
175
Middlesex Turnpike, Bedford, Ma 01730
LEASE
ADDENDUM NO. 2
Re:
Lease dated December 30, 2003
This
Lease Addendum No. 2, made the 6
th
of November 2013, by and between Continental Resources, Inc., a Massachusetts corporation,
having an office at 175 Middlesex Turnpike, Bedford, Massachusetts 01730, hereinafter called the "Landlord"; and AudioCodes
USA Inc., a Delaware corporation, having an office at 27 World’s Fair Drive, hereinafter called the "Tenant".
SECTION
1.
LEASED PREMISES.
The
Premises shall consist of 28,361 square feet on the first floor of the building. The Premises will be delivered to Tenant in "as
is" condition.
SECTION
2.
TERM OF LEASE.
2.1 Landlord
leases unto Tenant and Tenant leases from Landlord the Premises for the term of five (5) years to commence on December 1, 2013.
SECTION
3. RENT.
3.1
Tenant shall
pay to the Landlord base rent as follows:
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Dates
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Annual
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Monthly
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12/01/13-11/30/14
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$
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397,054.00
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$
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33,087.83
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12/01/14-11/30/15
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$
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411,234.50
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$
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34,269.54
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12/01/15-11/30/16
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$
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425,415.00
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$
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35,451.25
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12/01/16-11/30/17
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$
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425,415.00
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$
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35,451.25
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12/01/17-11/30/18
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$
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439,595.50
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$
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36,632.96
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SECTION
7.
LANDLORD'S SERVICES
7.3
Electricity:
Tenant Electric usage will be based on the actual electric charges incurred by the meters solely serving the tenant's
space. The Landlord shall provide the tenant with the appropriate billing information so that the tenant may pay the bill
directly.
SECTION
8.
ADJUSTMENT OF RENTS
8.1 Certain
Definitions. For all purposes hereof:
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(a)
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"Taxes" shall mean all real estate taxes, assessments, sewer rents and other governmental
charges imposed upon the Building and the land upon which it is located ("Land") and shall in no event include interest,
penalties or any other levy or assessment of any kind or nature.
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(b)
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"Base Taxes" shall mean the Taxes assessed for the 2013 calendar year.
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(c)
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"Tenant's Proportionate Share" for purposes of this lease shall be:
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47
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27
%
8.6
(c) "Base Year" shall mean the calendar year 2013. Upon completion of Base Year Master Landlord will provide Subtenant
a copy of the Base Year Operating Expenses.
Very truly yours,
/s/
James M. Bunt
James
M. Bunt
Chief
Financial Officer, on behalf of Continental Resources, Inc.
By
Tenant, AudioCodes USA Inc.
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Accepted by:
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Moshe Geller
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Date:
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12/2/2013
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Name: (Print)
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MOSHE GELLER
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