form-6k 05 December 2006
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 December, 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.
Form
20-F
√ 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.
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.
Yes
No
√
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): __
AudioCodes
Ltd. (the “Registrant”) hereby advises that at the Annual General Meeting of
Shareholders (the “Meeting”) held today, December 5, 2006, the shares present in
person or represented by proxy constituted less than 50% of the voting power
of
the Registrant. Accordingly, a quorum was not present at the Meeting. In
accordance with the Registrant’s Articles of Association, the Chairman of the
Meeting, with the consent of the holders of a majority of the voting power
represented at the Meeting in person or by proxy and voting on the question
of
adjournment, adjourned the Meeting to Thursday, December 14, 2006 at 11:00
a.m.,
local time, at the offices of the Registrant located at 1 Hayarden Street,
Airport City, Lod 70151, Israel. At the adjourned Meeting, any two shareholders
who attend the Meeting in person or by proxy will constitute a
quorum.
The
information set forth in this Report on Form 6-K is 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 S-8, Registration No. 333-11894; (iii) the Registrant’s
Registration Statement on Form S-8, Registration No. 333-13268; (iv) the
Registrant’s Registration Statement on Form S-8, Registration No. 333-13378; and
(v) 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.
AUDIOCODES
LTD.
(Registrant)
By: /s/
ITAMAR ROSEN
ITAMAR
ROSEN
Vice
President Legal Affairs
General
Counsel and Company Secretary
Dated: December
5, 2006