-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V21Wdqod4lEvB6rlMzc6tcq4Y6RcKb0YVyx8fGpUiFo+WzcSFCKpeemW6l56Amvk MpMG1i7yOVN6XO5LYZx0bw== 0000921530-08-000127.txt : 20080219 0000921530-08-000127.hdr.sgml : 20080218 20080219171137 ACCESSION NUMBER: 0000921530-08-000127 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: JONATHAN SOROS GROUP MEMBERS: ROBERT SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUDIOCODES LTD CENTRAL INDEX KEY: 0001086434 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59711 FILM NUMBER: 08627316 BUSINESS ADDRESS: STREET 1: 1 HAYARDEN STREET CITY: AIRPORT CITY, LOD, ISRAEL STATE: L3 ZIP: 70151 BUSINESS PHONE: 97239764000 MAIL ADDRESS: STREET 1: PO BOX 255 CITY: BEN GURION AIRPORT STATE: L3 ZIP: 70100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G/A 1 audiocodes_13ga2-021408.txt AMENDMENT 2; 02/14/08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AUDIOCODES LTD. --------------- (Name of Issuer) Ordinary Shares, par value NIS 0.01 per share --------------------------------------------- (Title of Class of Securities) M15342104 --------- (CUSIP Number) February 14, 2008 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 9 Pages CUSIP NO. M15342104 Page 2 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ x ] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 4,937,043 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 4,937,043 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,937,043 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 10.28% 12 Type of Reporting Person (See Instructions) OO, IA CUSIP NO. M15342104 Page 3 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ x ] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 4,937,043 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 4,937,043 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,937,043 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 10.28% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. M15342104 Page 4 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ROBERT SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ x ] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 4,937,043 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 4,937,043 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,937,043 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 10.28% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. M15342104 Page 5 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JONATHAN SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ x ] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 4,937,043 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 4,937,043 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,937,043 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 10.28% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. M15342104 Page 6 of 9 Pages Item 1(a) Name of Issuer: AudioCodes Ltd. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 1 Hayarden Street Airport City Lod 70151 ISRAEL Item 2(a) Name of Person Filing The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC ("SFM LLC"); ii) George Soros; iii) Robert Soros; and iv) Jonathan Soros. This statement relates to Shares (as defined herein) held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. George Soros serves as Chairman of SFM LLC, Robert Soros serves as Deputy Chairman of SFM LLC, and Jonathan Soros serves as President and Deputy Chairman of SFM LLC. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; ii) George Soros is a United States citizen; iii) Robert Soros is a United States citizen; and iv) Jonathan Soros is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, par value NIS 0.01 per share (the "Shares"). CUSIP NO. M15342104 Page 7 of 9 Pages Item 2(e) CUSIP Number: M15342104 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 4,937,043 Shares issuable upon conversion of the 2.00% Senior Convertible Notes due 2024 (the "Convertible Notes") beneficially owned by the Reporting Persons. Item 4(b) Percent of Class: As of the Date of Event, assuming full conversion of the Convertible Notes beneficially owned by the Reporting Persons, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 10.28% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: SFM LLC ------- (i) Sole power to vote or direct the vote: 4,937,043 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 4,937,043 (iv) Shared power to dispose or to direct the disposition of 0 George Soros ------------ (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 4,937,043 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 4,937,043 Robert Soros ------------ (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 4,937,043 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 4,937,043 CUSIP NO. M15342104 Page 8 of 9 Pages Jonathan Soros -------------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 4,937,043 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 4,937,043 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of Quantum Partners are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Quantum Partners, in accordance with their ownership interests in Quantum Partners. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. CUSIP NO. M15342104 Page 9 of 9 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 19, 2008 SOROS FUND MANAGEMENT LLC By: /s/ Jodye Anzalotta --------------------------------- Jodye Anzalotta Assistant General Counsel Date: February 19, 2008 GEORGE SOROS By: /s/ Jodye Anzalotta --------------------------------- Jodye Anzalotta Attorney-in-Fact Date: February 19, 2008 ROBERT SOROS By: /s/ Jodye Anzalotta --------------------------------- Jodye Anzalotta Attorney-in-Fact Date: February 19, 2008 JONATHAN SOROS By: /s/ Jodye Anzalotta --------------------------------- Jodye Anzalotta Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----