Cenuco Inc.
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Cenuco,
Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
15670X104
(CUSIP
Number)
Herbert
Henryson II, Esquire
Wolf,
Block, Schorr and Solis-Cohen LLP
250 Park
Avenue
New York,
NY 10177
(212)
986-1116
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
May 20,
2005
(Date of
Event that Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following
box: o
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CUSIP
No. 15670X104 |
13D |
Page 2
of 8 |
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1.
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Dana
Holdings LLC
30-0259951 |
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) o |
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3.
|
SEC
USE ONLY |
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4.
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SOURCE
OF FUNDS:
OO |
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e):
o |
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE
VOTING POWER
10,241,699* |
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8.
|
SHARED
VOTING POWER
-0- |
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9.
|
SOLE
DISPOSITIVE POWER
10,241,699* |
|
10.
|
SHARED
DISPOSITIVE POWER
-0-
Shares |
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,241,699* |
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26% |
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14.
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TYPE
OF REPORTING PERSON
OO |
* Assumes
conversion of shares of Series A Junior Participating Preferred Stock as
described in Item 6 of this Schedule 13D.
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CUSIP
No. 15670X104 |
13D |
Page 3 of 8 |
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ITEM
1. |
SECURITY
AND ISSUER. |
This
statement relates to the common stock, par value $0.001 per share (the “Common
Stock”), of Cenuco, Inc., a Delaware corporation (the “Issuer”). The principal
executive offices of the Issuer are located at 6421 Congress Avenue, Suite 201,
Boca Raton, Florida 33487.
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ITEM
2. |
IDENTITY
AND BACKGROUND. |
(a) -
(c), (f). This statement is being filed by Dana Holdings LLC, a Delaware limited
liability company (the “Filing Person”).
The
Filing Person is a holding company that was created to hold membership interests
in Hermes Acquisition Company I LLC, a Delaware limited liability company
(“Hermes”). Upon the merger of Hermes with a newly formed wholly owned
subsidiary of the Issuer, the membership interests in Hermes were converted into
the right to receive shares of Series A Junior Participating Preferred Stock,
par value $0.001 per share (“Series A Preferred Stock”), of the Issuer. The
shares of Series A Preferred Stock acquired by the Filing Person pursuant to
such merger are the sole assets of the Filing Person.
Joseph A.
Falsetti, a citizen of the United States of America, is the sole manager and
sole executive officer of the Filing Person. Mr. Falsetti currently serves as
Chairman of the Board of Directors and Chief Executive Officer of the
Issuer.
The
business address of the Filing Person and Mr. Falsetti is c/o Lander & Co.,
Inc., One Palmer Square, Suite 330, Princeton, New Jersey 08542.
(d) - (e)
During the last five years, neither the Filing Person nor Mr. Falsetti has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any of them been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such
laws.
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ITEM
3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATIONS. |
On May
20, 2005, Hermes Holding Company, Inc., a newly formed Delaware corporation and
a wholly owned subsidiary of the Issuer (“Merger Sub”), was merged with and into
Hermes (the “Merger”) pursuant to a Merger Agreement dated March 16, 2005, as
amended May 10, 2005, among the Issuer, Merger Sub and Hermes (the “Merger
Agreement”). Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger all of the outstanding membership interests of Hermes were
converted into the right to receive an aggregate of 2,553.6746 shares of Series
A Preferred Stock. As the holder of 40% of the outstanding membership interests
of Hermes, the Filing Person received an aggregate of 1,021.4699 shares of
Series A Preferred Stock in the Merger.
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CUSIP
No. 15670X104 |
13D |
Page 4
of 8 |
| ITEM
4. |
PURPOSE
OF TRANSACTION. |
The
Filing Person has acquired the Issuer’s securities for investment purposes.
Depending upon the Filing Person’s conclusions regarding the prospects of the
Issuer, the Filing Person may increase its investment in the Issuer through the
acquisition of additional shares of Common Stock or other securities of the
Issuer in the open market or otherwise, subject to availability at prices deemed
favorable by the Filing Person, or may sell or otherwise dispose of any or all
of the shares of Series A Preferred Stock, the shares of Common Stock issuable
upon conversion of the Series A Preferred Stock or other securities of the
Issuer beneficially owned by it. In addition, Mr. Falsetti may acquire shares of
Common Stock, Series A Preferred Stock or other securities of the Issuer in
the open market or otherwise subject to availability at prices deemed favorable
by Mr. Falsetti.
Joseph A.
Falsetti, the sole manager and executive officer of the Filing Person, had
served as Chief Executive Officer of Lander & Co., Inc., a wholly owned
subsidiary of Hermes, prior to the Merger. At the effective time of the Merger,
Mr. Falsetti was elected Chairman of the Board of Directors of the Issuer and
was appointed Chief Executive Officer of the Issuer. Mr. Falsetti has entered
into an employment agreement with the Issuer that has been described in a
Current Report on Form 8-K/A filed by the Issuer with the Securities and
Exchange Commission on May 26, 2005 and filed as an exhibit thereto. Such
description of the employment agreement set forth in the Current Report on Form
8-K/A of the Issuer and the exhibit thereto are hereby incorporated by reference
herein.
Although
the foregoing represents the range of activities presently contemplated by the
Filing Person and Mr. Falsetti with respect to the Issuer, the shares
of Series A Preferred Stock and the Common Stock issuable upon conversion of the
shares of Series A Preferred Stock and such other securities, it should be noted
that the possible activities of such persons are subject to change at any time.
Except as set forth above, neither the Filing Person nor Mr. Falsetti has
any present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
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ITEM
5. |
INTEREST
IN SECURITIES OF THE ISSUER. |
(a) The
Filing Person beneficially owns 10,214,699 shares of Common Stock, which
constitutes 26% of the Common Stock outstanding (based upon 13,750,556 shares of
Common Stock outstanding as reported in the Issuer’s Current Report on Form
8-K/A filed on May 26, 2005 and the assumed conversion of all outstanding shares
of Series A Preferred Stock). Because Mr. Falsetti is the sole manager of the
Filing Person and the owner of 48.4375% of the outstanding membership interests
of the Filing Person, Mr. Falsetti may also be deemed to be the beneficial owner
of 4,947,745 of the shares of Common Stock beneficially owned by the Filing
Person. Except as set forth in this Item 5(a), neither the Filing Person nor Mr.
Falsetti beneficially owns any shares of Common Stock.
(b) The
Filing Person has sole voting power and power to dispose of the 1,021.4699
shares of Series A Preferred Stock, and the shares of Common Stock issuable upon
conversion of the Series A Preferred Stock, held by the Filing Person. Except as
set forth in this Item 5(b), neither the Filing Person nor Mr. Falsetti has
voting power or power to dispose of any shares of Common Stock.
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CUSIP
No. 15670X104 |
13D |
Page
5 of 8 |
(c)
Except for the acquisition of the shares of Series A Preferred Stock pursuant to
the Merger described in Item 3 above, neither the Filing Person nor Mr. Falsetti
has effected any transactions in the shares of Common Stock during the past 60
days.
(d)
None.
(e) Not
applicable.
| ITEM
6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER |
On March
16, 2005, Hermes, the Issuer and Merger Sub entered into the Merger Agreement
providing for the Merger. On May 10, 2005, the Merger Agreement was amended to
provide, among other things, that at the effective time of the Merger, the
membership interests in Hermes would be converted into the right to receive
shares of Series A Preferred Stock that in the aggregate represent 65% of the
outstanding capital stock of the Issuer. The principal terms of the Series A
Preferred Stock are as follows:
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· |
Dividends.
The Board of Directors of the Issuer may, in its discretion, declare a
quarterly, cumulative cash dividend at a rate of $0.001 per quarter. In
addition, holders of shares of Series A Preferred Stock will be paid any
dividends that would be payable to such holders if the shares had been
converted into shares of Common Stock at the time of the record date for
any dividends payable to holders of shares of Common
Stock. |
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Conversion.
Each share of Series A Preferred Stock shall mandatorily convert into a
number of shares of Common Stock determined in accordance with a
conversion ratio of 10,000 (the “Conversion Ratio”) upon the authorization
of the Issuer’s holders of Common Stock (without the vote of holders of
Series A Preferred Stock) to (a) an amendment to the Issuer’s Restated
Certificate of Incorporation, increasing the authorized shares of the
Common Stock to such number as, at a minimum, would permit the conversion
of all the shares of the Series A Preferred Stock and any other shares of
Common Stock that may be issued in connection with the Merger and (b) the
issuance of the shares of Common Stock upon conversion of all of the
shares of the Series A Preferred Stock (collectively, the “Voting
Proposals”). |
The
Merger Agreement obligates the Board of Directors of the Issuer, as soon as
practicable after the effective time of the Merger, to call a meeting of the
Issuer’s stockholders to consider and vote upon the Voting Proposals.
Stockholders of the Issuer owning an aggregate of 7,220,654 shares of Common
Stock have agreed to vote their shares in favor of the Voting Proposals. Because
the Issuer’s stockholders who have agreed to vote their shares in favor of the
Voting Proposals hold approximately 52.5% of the outstanding shares of Common
Stock, their vote in favor of the Voting Proposals will be sufficient to approve
the Voting Proposals without the vote of any other stockholder of the Issuer if
no additional shares of Common Stock are issued prior to the record date for the
stockholder meeting.
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CUSIP
No. 15670X104 |
13D |
Page 6
of 8 |
The
Conversion Ratio set forth above assumes that no existing options or warrants
are exercised prior to the date of conversion of the Series A Preferred Stock
into Common Stock. Any such exercise would result in an adjustment in the
Conversion Ratio and the number of shares of Common Stock issuable upon
conversion to retain the 65% ratio. The Conversion Ratio and the shares of
Common Stock issuable upon conversion are also subject to adjustment upon the
occurrence of stock splits, stock dividends or similar events. The holders are
also protected in the event of a subsequent merger or consolidation of the
Issuer where it is not the survivor or a sale of substantially all of the
Issuer’s assets.
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· |
No
Fractional Shares.
No fractional shares of the Common Stock shall be issued, whether upon
conversion of the Series A Preferred Stock or the distribution as
described above of additional shares of Common Stock to the former holders
of Hermes membership interests. Instead, the holder will be paid the fair
market value of what would have been a fractional share of Common
Stock. |
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· |
Rank.
Shares of the Series A Preferred Stock shall rank prior to shares of
Common Stock with respect to the distribution of assets upon the
liquidation, dissolution or winding up of the Issuer, whether voluntary or
involuntary. |
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· |
Liquidation
Preference.
Upon the liquidation, dissolution or winding up of the Issuer, the holders
of the Series A Preferred Stock shall be entitled to a preferential
payment of $1,000 and would then share with the holders of Common Stock
(on an as converted basis) in any amount in excess of $.10 per share
payable to holders of Common Stock. |
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· |
Voting.
(a) the holders of Series A Preferred Stock vote, as a single class with
the holders of the Common Stock, on all matters submitted to a vote of, or
the consent of, the holders of the Common Stock, each holder of shares of
the Series A Preferred Stock to have that number of votes equal to the
number of shares of Common Stock as to which such shares of the Series A
Preferred Stock would be converted upon a mandatory conversion and (b) the
holders of Series A Preferred Stock vote as a separate class on any matter
that would have an adverse effect on their shares. The holders of Series A
Preferred Stock will not have the right to vote on any matters relating
primarily to the Merger Agreement, including approval of the issuance of
shares of Common Stock upon conversion of the Series A Preferred Stock and
an amendment to the Issuer’s Restated Certificate of Incorporation
increasing the authorized number of shares of Common
Stock. |
The
foregoing description of the terms of the Series A Preferred Stock is qualified
in its entirety by reference to Exhibit A to the Issuer’s Restated Certificate
of Incorporation. The Issuer’s Restated Certificate of Incorporation, including
Exhibit A thereto setting forth the terms of the Series A Preferred Stock, has
been filed as an exhibit to the Current Report on Form 8-K/A filed with the
Securities and Exchange Commission on May 26, 2005.
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CUSIP
No. 15670X104 |
13D |
Page 7
of
8 |
Except as
set forth or incorporated by reference in this Item 6, neither the Filing Person
nor Mr. Falsetti has any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person with respect to any
securities of the Issuer.
| ITEM
7. |
MATERIAL
TO BE FILED AS EXHIBITS. |
None.
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CUSIP
No. 15670X104 |
13D |
Page 8
of
8 |
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.
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Dated: |
May
26, 2005 |
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By: |
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Manager |
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-8-