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
under
the Securities Exchange Act of 1934
For
the
Month of January, 2006
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 offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
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Form
20-F þ
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Form
40-F o
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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.
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Yes o
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No þ
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If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-__
On
January 30, 2006, AudioCodes Ltd. (the “Company”) issued a press release
announcing revenues and net income for the fourth quarter of 2005 and fiscal
year ended December 31, 2005. A copy of this press release is annexed hereto
as
Exhibit 1.
The
following document is attached hereto and incorporated by reference
herein:
Exhibit
1. Press
Release, dated January 30, 2006, announcing revenues and net income for the
fourth quarter of 2005 and fiscal year ended December 31, 2005.
The
information set forth in the first, second, third, fourth and fifth paragraphs
of, and the condensed consolidated balance sheets, condensed consolidated
statements of operations and condensed interim consolidated statements of cash
flows contained in, the press release attached as Exhibit 1 to this Report
on
Form 6-K are hereby incorporated by reference into (i) the Registrant’s
Registration Statement on Form F-3, Registration No. 333-117703; (ii) the
Registrant’s Registration Statement on Form F-3, Registration No. 333-123859;
(iii)the Registrant’s Registration Statement on Form S-8, Registration No.
333-11894; (iv) the Registrant’s Registration Statement on Form S-8,
Registration No. 333-13268; (v) the Registrant’s Registration Statement on Form
S-8, Registration No. 333-13378; and (vi) 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.
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AUDIOCODES
LTD.
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(Registrant)
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By:/s/
Nachum Falek
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Nachum
Falek
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Vice
President of Finance and
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Chief
Financial Officer
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Dated: January
31, 2006
EXHIBIT
INDEX
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Exhibit
No.
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Description
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