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