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As
filed with the Securities and Exchange Commission on June 30,
2009
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Registration No.
333-
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AUDIOCODES
LTD.
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(Exact
name of registrant as specified in its
charter)
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Israel
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Not
applicable
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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1 Hayarden
Street,
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Airport City, Lod, 70151,
Israel
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Not
applicable
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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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| Large accelerated Filer o | Accelerated filer x | |
| Non-accelerated Filer o (Do not check if a smaller reporting company) | 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 (3)
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2,009,122
shares
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$1.51
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$3,033,774.22
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$169.29
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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 $1.51, the
average of the high and low sales prices of the registrant’s ordinary
shares on the NASDAQ Global Select Market on June 26,
2009.
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(3)
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Ordinary
shares issuable pursuant to the AudioCodes Ltd. 2008 Equity Incentive
Plan.
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·
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the
registrant’s Annual Report on Form 20-F for the fiscal year ended December
31, 2008;
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·
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the
information set forth in the second, third, sixth, ninth, tenth, eleventh
and twelfth paragraphs of, and the condensed consolidated balance sheets,
condensed consolidated statements of operations and condensed consolidated
statements 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 February 12, 2009;
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·
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the
information set forth in the second, seventh, eighth and ninth paragraphs
of, and the condensed consolidated balance sheets, condensed consolidated
statements of operations and condensed consolidated statements 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 May 6, 2009;
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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·
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the
breach of his or her duty of care to the company or to another person,
or
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·
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the
breach of his or her duty of loyalty to the company, to the extent that
the office holder acted in good faith and had reasonable cause to believe
that the act would not prejudice the
company.
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·
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monetary
liability imposed upon the office holder in favor of other persons
pursuant to a court judgment, including a compromise judgment or an
arbitrator’s decision approved by a
court;
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·
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reasonable
litigation expenses, including attorney’s fees, incurred by the office
holder as a result of an investigation or proceeding instituted against
the office holder by a competent authority, provided that such
investigation or proceeding concluded without the filing of an indictment
against the office holder and
either:
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o
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no
financial liability was imposed on the office holder in lieu of criminal
proceedings, or
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o
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financial
liability was imposed on the office holder in lieu of criminal proceedings
but the alleged criminal offense does not require proof of criminal
intent, and
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·
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reasonable
litigation expenses, including attorneys’ fees, actually incurred by the
office holder or imposed upon the office holder by a
court:
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o
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in
an action, suit or proceeding brought against the office holder by or on
behalf of the company or other
persons;
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o
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in
a criminal action in which the office holder was acquitted;
or
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o
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in
a criminal action which does not require criminal intent in which the
office holder was convicted.
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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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5.1
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Opinion
of Naschitz, Brandes & Co.
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23.1
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Consent
of Naschitz, Brandes & Co. (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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23.3
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Consent
of Squar, Milner, Peterson, Miranda and Williamson,
LLP.
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24.1
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Power
of Attorney (on signature page).
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(5)
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
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(ii)
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If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
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(b)
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The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(h)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant and expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
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| AUDIOCODES LTD. | |||
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By:
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/S/ NACHUM FALEK | |
| Nachum Falek | |||
| Chief Financial Officer | |||
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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 (Principal
Executive Officer)
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June
30, 2009
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Shabtai
Adlersberg
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/s/
NACHUM FALEK
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Chief
Financial Officer (Principal
Financial and Accounting Officer)
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June
30, 2009
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Nachum
Falek
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/s/
JOSEPH TENNE
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Director
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June
30, 2009
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Joseph
Tenne
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|||
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/s/
DR. EYAL KISHON
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Director
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June
30, 2009
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Dr.
Eyal Kishon
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/s/
DORON NEVO
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Director
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June
30, 2009
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Doron
Nevo
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Director
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Osnat
Ronen
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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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5.1
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Opinion
of Naschitz, Brandes & Co.
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23.1
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Consent
of Naschitz, Brandes & Co. (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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23.3
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Consent
of Squar, Milner, Peterson, Miranda and Williamson,
LLP.
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24.1
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Power
of Attorney (on signature page).
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