13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 3 )*
| AudioCodes Ltd. |
|
| (Name of Issuer) |
| Ordinary Shares, NIS 0.01 par value |
|
| (Title of Class of Securities) |
| M15342-10-4 |
(CUSIP Number) |
|
| December 31, 2004 |
|
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* 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 in 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).
Page 1 of 5 pages
| CUSIP No. M15342 10-4
|
SCHEDULE 13G
|
Page 2 of 5 Pages
|
|
|
|
|
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Shabtai Adlersberg
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING POWER
5,323,045+
|
| 6 |
SHARED VOTING POWER
0
|
| 7 |
SOLE DISPOSITIVE POWER
5,323,045+
|
| 8 |
SHARED DISPOSITIVE POWER
0
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,323,045+
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
Not Applicable
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.4%
|
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
| + |
Includes
options to purchase 302,468 ordinary shares, exercisable within 60 days of December 31,
2004. |
| CUSIP No. M15342 10-4
|
SCHEDULE 13G
|
Page 3 of 5 Pages
|
This
Schedule 13G reflects a statement of beneficial ownership of securities of the reporting
person as of December 31, 2004.
Item 1.
| |
AudioCodes
Ltd. (the "Company") |
| |
(b) |
Address
of Issuer’s Principal Executive Offices: |
| |
1
Hayarden Street
Airport City, Lod 70151, Israel |
Item 2.
| |
(a) |
Name
of Person Filing: |
| |
(b) |
Address
of Principal Business Office or, if None, Residence: |
| |
1
Hayarden Street
Airport City, Lod 70151, Israel |
| |
(d) |
Title
of Class of Securities: |
| |
Ordinary
Shares, NIS 0.01 nominal value per share. |
| Item 3. |
If
This Statement Is Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether
the person filing is a: |
| |
(a) |
See Item
9 of the cover page attached hereto. |
| CUSIP No. M15342 10-4
|
SCHEDULE 13G
|
Page 4 of 5 Pages
|
| |
(b) |
See Item
11 of the cover page attached hereto. |
| |
(c) |
See Items
5 through 8 of the cover page attached hereto. Mr. Adlersberg holds options to purchase
302,468 ordinary shares. These options are exercisable within 60 days of December 31,
2004. |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported onby the Parent Holding Company or Control Person. |
| Item 8. |
Identification and Classification of Members of the Group. |
| Item 9. |
Notice of Dissolution of Group. |
| CUSIP No. M15342 10-4
|
SCHEDULE 13G
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Page 5 of 5 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
December 31, 2004
|
|
BY: /S/ SHABTAI ADLERSBERG
——————————————
Shabtai Adlersberg |