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 October, 2014

 

Commission file number 0-30070

 

AUDIOCODES LTD.

(Translation of registrant’s name into English)

 

1 Hayarden Street • Airport City, Lod 7019900 • 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  x 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 document is attached hereto and incorporated by reference herein:

 

 Exhibit 1. Notice of Annual General Meeting of Shareholders to be held on November 25, 2014.

 

 
 

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, Advocate  
    Chief Legal Officer and Company Secretary  
       

  

 

Dated: October 8, 2014

 
 

 

EXHIBIT INDEX

 

Exhibit No. Description
   
1. Notice of Annual General Meeting of Shareholders to be held on November 25, 2014.

 

 

 

 



 

Exhibit 1

AUDIOCODES LTD.
1 Hayarden Street
Airport City, Lod 7019900, Israel

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AUDIOCODES LTD.
TO BE HELD ON TUESDAY NOVEMBER 25, 2014

 

 

TO THE SHAREHOLDERS OF AUDIOCODES LTD.:

 

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the “Meeting”) of AudioCodes Ltd. (the “Company”) will be held on Tuesday November 25, 2014 at 2::00 p.m. (Israel Time), at the principal executive offices of the Company located at 1 Hayarden Street, Airport City, Lod 7019900, Israel (the telephone number at that address is +972-3-976-4000).

 

The following matters are on the agenda for the Meeting:

 

  (1) To reelect Dr. Eyal Kishon as an outside director for an additional term of three years;
     
  (2) To approve the compensation package payable to Dr. Eyal Kishon for his services as an outside director of the Company;
     
  (3) To reelect Mr. Joseph Tenne as a Class II director;
     
  (4) To approve the compensation package payable to Mr. Joseph Tenne for his services as a director of the Company;
     
  (5) The appointment of Ms. Zehava Simon as a Class I Director;
     
  (6) To approve the compensation package payable to Ms. Zehava Simon for her services as a director of the Company;
     
  (7) To approve and ratify the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the year ending December 31, 2014, and to authorize the Board of Directors (or the Audit Committee of the Board of Directors, if authorized by the Board) to determine the compensation of the auditors; and
     
  (8) To review and discuss the audited Consolidated Financial Statements of the Company for the year ended December 31, 2013.

 

Those Entitled to Vote

 

Only shareholders who hold Ordinary Shares, nominal value NIS 0.01 per share, of the Company at the close of business on October 17, 2014 (the “Record Date”) will be entitled to notice of, and to vote at, the Meeting and any adjournments thereof.

 

According to the Companies Law Regulations (Confirmation of Ownership of Shares for Voting in the General Meeting), 2000, if a shareholder holds shares through a TASE Member and the shares are registered in the shareholder registry in the name of such TASE Member, the shareholder may provide to the Company, prior to the Meeting, a certification confirming his ownership of the shares on the Record Date. Such certification may be obtained at the TASE Member’s offices or may be sent to the shareholder by mail (subject to payment of the cost of mailing), at the election of the shareholder; provided that the shareholder’s request shall have been submitted with respect to a specific securities account.

 

 
 

 

2-

 

A shareholder may appoint a proxy to vote his/her/its shares on his/her/its behalf, in accordance with the Company's Articles of Association. Shareholders may send standpoint notices to the Company no later than November 15, 2014.

 

Vote Required

 

The affirmative vote of the holders of a majority of the voting power represented and voting on each of the proposals in person or by proxy is required to approve each of the proposals. In addition, in order to approve the Proposal No. 1, the affirmative vote of the Ordinary Shares must either include at least a majority of the Ordinary Shares voted by shareholders who are not controlling shareholders and do not have a personal interest in the approval of such Proposals, or the total shares of non-controlling shareholders and non-interested shareholders voted against such Proposals must not represent more than two percent of the outstanding Ordinary Shares.

 

Review of Documents

 

Shareholders may review the full version of the foregoing items of business and the Proxy Statement, which includes the full version of the proposed resolutions and a proxy card, at the principal executive offices of the Company stated above, from Sundays through Thursdays during regular working hours and upon prior notice (tel no.: +972-3-976-4000) until the Meeting date. A copy of the Proxy Statement will also be available at the following websites: http://www.tase.co.il/tase/ or http://www.magna.isa.gov.il (the “Distribution Sites”).

 

Each member of The Tel-Aviv Stock Exchange Ltd. shall e-mail, upon request and without charge, a link to the Distribution Sites, to each shareholder who is not listed in the Company’s shareholder register and whose shares are held through the TASE Member, provided that each shareholder’s request shall have been submitted (a) with respect to a specific securities account, and (b) prior to the Record Date.

 

  AUDIOCODES LTD.

 

 

 

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